**Exhibit 4.6**

SUPPLEMENTAL INDENTURE NO. 2 

SUPPLEMENTAL INDENTURE No. 2 (this “Supplemental Indenture”), dated as of June 17, 2010 among Affinion LoyaltyAcquisition, LLC (the “Additional Subsidiary Guarantor”), a Delaware limited liability company and an indirect subsidiary of Affinion Group, Inc. (or its permitted successor), Affinion Group, 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 the Trustee an Indenture (the“Indenture”), dated as of June 5, 2009, 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 theAdditional Subsidiary Guarantor to execute and deliver to the Trustee a guaranty agreement 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 10of the Indenture; and 

WHEREAS, pursuant to Section 9.01(v) of the Indenture, the Trustee and the Issuer are authorizedto execute and deliver this Supplemental Indenture. 

NOW THEREFORE, in consideration of the foregoing and for good andvaluable consideration, the receipt of which is hereby acknowledged, the Issuer, 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 theIndenture. 

SECTION 2. Guarantees. The Additional Subsidiary Guarantor hereby agrees, jointly and severally with allother 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 Article11). 

SECTION 3. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amendedhereby, 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 everyholder 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 thisSupplemental Indenture. 

SECTION 6. Counterparts. The parties may sign any number of copies of thisSupplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 

SECTION7. Effect of Headings. The Section 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 executedas of the date first written above. 

 
AFFINION GROUP, INC.,By:   /s/ Leonard P. Ciriello 
Name:  Leonard P. Ciriello
 Title: Executive Vice President and General Counsel
 
AFFINION LOYALTY ACQUISITION, LLCBy:   /s/ Leonard P. Ciriello 
Name:  Leonard P. Ciriello
 Title: Vice President and Secretary
 
WELLS FARGO BANK, NATIONAL ASSOCIATION,By:   /s/ Lynn M. Steiner 
Name:  Lynn M. Steiner
 Title: Vice President
[Supplemental Indenture No. 2 (Senior)]