Amendment No. 1 to the Amended and Restated Credit Agreement



 EXHIBIT 10.2 
 EXECUTED COPY 
 AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT

 AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated
as of November 20, 2012, 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, Bank of America, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and
Deutsche Bank Securities Inc. (“DBSI”), in its capacity as arranger of this Amendment (the “Amendment Arranger”). 
 PRELIMINARY STATEMENTS: 
 (1) Holdings and the Borrower have entered into
that certain Amended and Restated Credit Agreement, dated as of April 9, 2010 (as so amended and restated and as amended, modified and/or supplemented through the date hereof, the “Credit Agreement”), with the
Administrative Agent, Credit Suisse Securities (USA) LLC (“CSS”), as syndication agent, DBSI, J.P. Morgan Securities LLC (f/k/a J.P. Morgan Securities Inc.) (“JPM”) and UBS Securities LLC
(“UBS”), as documentation agents, Bank of America Securities LLC (“BAS”) and CSS, as joint lead arrangers, and BAS, CSS, DBSI, JPM and UBS, as joint bookrunners. 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. 1 Effective Date (as defined below): 
 SECTION 1. Amendments to
Credit Agreement. 
 (a) Section 1.01 of the Credit Agreement is hereby amended by inserting the following
new definitions in the appropriate alphabetical order: 
 “Amendment No. 1” shall mean
Amendment No. 1 to this Agreement, dated as of November 20, 2012, among Holdings, the Borrower, the Lenders party thereto, the Administrative Agent and Deutsche Bank Securities Inc., as arranger of Amendment No 1. 

“Amendment No. 1 Effective Date” shall have the meaning provided in Amendment No. 1.


  
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 (b) The definition of “Applicable Margin” appearing in
Section 1.01 of the Credit Agreement is hereby amended by (i) deleting the text “3.50%” appearing therein and inserting the text “5.00%” in lieu thereof and (ii) deleting the text “2.50%”
appearing therein and inserting the text “4.00%” in lieu thereof. 
 (c) The definition of “Pro Forma
Basis’’ appearing in Section 1.01 of the Credit Agreement is hereby amended by inserting the text “2.20(c)”, after the text “2.11(b),” appearing in said Section.

 (d) Section 2.10(e) of the Credit Agreement is hereby amended by deleting the text “made on or before
the date that is one year after the Restatement Effective Date” appearing therein and inserting the text “made on or after the Amendment No. 1 Effective Date but on or before the date that is one year after the Amendment No. 1
Effective Date” in lieu thereof. 
 (e) Section 6.10 of the Credit Agreement is hereby amended by
deleting said Section in its entirety and inserting the following text in lieu thereof: 
 “Section 6.10.
Senior Secured Leverage Ratio. Permit the Senior Secured Leverage Ratio on the last day of any fiscal quarter set forth below to exceed the ratio set forth opposite such fiscal quarter: 

 

					
	 Fiscal Quarter Ended
	  	Ratio	 
	 September 30, 2012, December 31, 2012, March 31, 2013, June 30, 2013, September 30, 2013
and December 31, 2013
	  	 	4.25:1.00	  
	 March 31, 2014 and June 30, 2014
	  	 	4.00:1.00	  
	 September 30, 2014 and December 31, 2014
	  	 	3.75:1.00	  
	 March 31, 2015 and thereafter
	  	 	3.00:1.00”	  

 (f) Section 6.11 of the Credit Agreement is hereby amended by deleting said Section in
its entirety and inserting the following text in lieu thereof: 
 “Section 6.11. Interest Coverage
Ratio. Permit the Interest Coverage Ratio on the last day of any fiscal quarter set forth below to be less than the ratio set forth opposite such fiscal quarter: 
  

					
	 Fiscal Quarter Ended
	  	Ratio	 
	 September 30, 2012, December 31, 2012, March 31, 2013, June 30, 2013, September 30,
2013, December 31, 2013 and March 31, 2014
	  	 	1.25:1.00	  
	 June 30, 2014 and September 30, 2014
	  	 	1.35:1.00	  


  
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	 Fiscal Quarter Ended
	  	Ratio	 
	 December 31, 2014 and March 31, 2015
	  	 	1.50:1.00	  
	 June 30, 2015 and thereafter
	  	 	1.65:1.00”	  

 (g) Section 8.06(b) of the Credit Agreement is hereby amended by deleting clauses (b) and
(c) of the second sentence said Section and inserting the following text in lieu thereof: 
 “(b) the retiring the
Swingline Lender shall be discharged from all of its duties and obligations hereunder and under the other Loan Documents, and (c) at the sole election of the retiring Administrative Agent, in its capacity as an Issuing Bank, either (i) the
retiring Administrative Agent, in its capacity as an Issuing Bank, shall be discharged from all of its duties and obligations hereunder and under the other Loan Documents, and the successor Issuing Bank shall issue letters of credit in substitution
for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of
Credit or (ii) the retiring Administrative Agent, in its capacity as an Issuing Bank, shall remain party to this Agreement as an Issuing Bank, and in such capacity shall continue to have all of the rights and obligations of an “Issuing
Bank” under this Agreement and the other Loan Documents with respect to each Letter of Credit previously issued by such Issuing Bank and outstanding at the time of its resignation as Administrative Agent (including, without limitation, the
right to receive Issuing Bank Fees pursuant to Section 2.12(b)), but shall not be required to issue any new (or renew or extend any existing) Letters of Credit”. 
 (h) Holdings, the Borrower, the Administrative Agent, the Amendment Arranger, Deutsche Bank Trust Company Americas (“DBTCA”) and the Required Lenders hereby (i) acknowledge
receipt of that certain “Resignation of Administrative Agent, Collateral Agent, Issuing Bank and Swingline Lender”, dated as of November 16, 2012, from Bank of America, N.A. (“Bank of America”) as retiring
Administrative Agent, (ii) agree that (x) Bank of America, DBTCA and the Loan Parties shall, as soon as reasonably practicable, but in any event not later than December 14, 2012 (or such later date as shall be approved by Bank of
America, DBTCA and the Borrower (such approval not to be unreasonably withheld, delayed or conditioned)) enter into a customary agency resignation and assignment agreement in form and substance reasonably acceptable to Bank of America, DBTCA and the
Borrower, (y) upon the effectiveness of the resignation of Bank of America as Administrative Agent and the execution and delivery of such agency resignation and assignment agreement by the parties thereto, DBTCA shall be appointed as the
successor Administrative Agent, Issuing Bank and Swingline Lender (without any requirement for any further consent of the Required Lenders and the Loan Parties) and succeed as Administrative Agent, Issuing Bank and Swingline Lender in accordance
with the provisions of the Credit Agreement (including Sections 2.05 and 8.06) and such agency resignation and assignment agreement and (z) the Loan Parties, DBTCA, Bank of America and the Administrative Agent may enter into such
technical amendments to the Credit Agreement and the other Loan Documents as may be required or advisable in the judgment of the successor Administrative Agent to effectuate the purposes of this clause (h) and the agency transfer


  
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contemplated by such agency resignation and assignment agreement (including, without limitation, modifications to references to “Bank of America” in the definition of “ABR”
and the applicable notice provisions in Section 9.01(a) of the Credit Agreement) and (iii) in the case of the Required Lenders, authorize (x) DBTCA and Bank of America to enter into the documentation described in
sub-clauses (ii)(x) and (z) above and (y) the appointment of DBTCA as successor Administrative Agent in connection therewith; provided, however, that, notwithstanding the foregoing, the provisions of this clause
(h) shall not be construed to limit or restrain in any manner the rights that Bank of America has as retiring Administrative Agent under Section 8.06 of the Credit Agreement 30 days after it has provided notice of resignation
as provided above, including without limitation, the effectiveness of the resignation of Bank of America referred to in the immediately preceding clause (i), regardless of whether any resignation and assignment agreement has been entered into or
whether a successor Administrative Agent has been appointed at such time. Additionally, in connection with, and to facilitate, DBTCA’s appointment as the successor Administrative Agent, Bank of America is authorized to transfer to DBTCA, prior
to the execution and delivery of the agency resignation and assignment agreement, all information in its possession in its capacities as Administrative Agent, Collateral Agent, Issuing Bank and Swingline Lender regarding the Lenders, the Loan
Parties, the Loans and the Loan Documents. 
 SECTION 2. Conditions of Effectiveness. This Amendment is subject to the
provisions of Section 9.09 of the Credit Agreement. This Amendment shall become effective as of the date (the “Amendment No. 1 Effective Date”) when, and only when, each of the following conditions
shall have been fulfilled to the satisfaction of the Administrative Agent and the Amendment Arranger: 
 (a)(x) The
Administrative Agent and the Amendment Arranger shall have received counterparts of this Amendment executed by Holdings, the Borrower, Lenders constituting the Required Lenders, the Administrative Agent, the Amendment Arranger and DBTCA and
(y) the Administrative Agent and the Amendment Arranger shall have additionally received all of the following documents, each of which (unless otherwise specified) shall be dated the date of receipt thereof by the Administrative Agent and the
Amendment Arranger (unless otherwise specified), in form and substance satisfactory to the Administrative Agent and the Amendment Arranger (unless otherwise specified): 

(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 4 hereof that are qualified by
materiality are true and correct, and each of such representations and warranties that are not 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 

  
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date other than the date of such certificate, in which case as of such specific date; and 
 (B) as of Amendment No. 1 Effective Date, both before and after giving effect to this Amendment, no event has occurred and is continuing that constitutes a Default or an Event of Default. 

(b) The Borrower shall have paid to the Administrative Agent and the Amendment Arranger (or their applicable affiliates) all fees
(including the Consent Fee referred to below, which shall be paid in accordance with Section 3 set forth below), costs and expenses (including, without limitation, reasonable legal fees and expenses) payable to the Administrative Agent and the
Amendment Arranger (or their applicable affiliates) to the extent then due. 
 SECTION 3. Consent Fee. The Borrower
agrees to pay to the Amendment Arranger, for the account of each Lender that delivers to the Administrative Agent and the Amendment Arranger (or its counsel) an executed counterpart of this Amendment on or prior to 5:00 p.m., New York City time, on
November 20, 2012, a payment (collectively, the “Consent Fee”) in an amount equal to 0.50% of the sum of (i) the aggregate principal amount of all Term Loans of such Lender outstanding on the Amendment No. 1
Effective Date and (ii) the Revolving Loan Commitment of such Lender as in effect on the Amendment No. 1 Effective Date. The Consent Fee shall be payable in Dollars and in immediately available funds and, once paid, such fees or any part
thereof shall not be refundable. Within three Business Days of receipt of the Consent Fee, the Amendment Arranger shall pay over the Consent Fee to the Administrative Agent, which (upon receipt thereof) shall distribute to each relevant Lender the
portion of the Consent Fee to which it is entitled (as specified in writing by the Amendment Arranger to the Administrative Agent). 
 SECTION 4. 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 whether considered in a proceeding
in equity or at law). 
 SECTION 5. 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


  
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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 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 Security 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 the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. 
 SECTION 6. 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 (as amended
hereby) and all costs and expenses of the Administrative Agent and/or the Amendment Arranger in connection with 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 and the Amendment Arranger) to the same extent that such fees and expenses would be payable under, and on
the same terms as are set forth in, Section 9.05 of the Credit Agreement, without regard (in the case of the Amendment Arranger) as to whether the Amendment Arranger is a party to the Credit Agreement or specifically referenced in
said Section. 
 SECTION 7. 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 8. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York. 

[SIGNATURE PAGES FOLLOW] 

  
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 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/ Todd Siegel
	Name:	 	Todd Siegel
	Title:	 	CEO


  

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



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	 BANK OF AMERICA, N.A.,
 as Administrative Agent

		
	By:	 	/s/ Frank Byrne
		 	Name: Frank Byrne
		 	Title: Vice President
		
	By:	 	 
		 	Name:
		 	Title:



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	 DEUTSCHE BANK SECURITIES INC.,
 as Amendment Arranger

		
	By:	 	/s/ Scott Sartorius
		 	Name: Scott Sartorius
		 	Title: Managing Director
		
	By:	 	/s/ Christopher Blum
		 	Name: Christopher Blum
		 	Title: Managing Director



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	 DEUTSCHE BANK TRUST COMPANY
 AMERICAS (for purposes of Section 1(h) of this
 Amendment)

		
	By:	 	/s/ Valerie Shapiro
		 	Name: Valerie Shapiro
		 	Title: Director
		
	By:	 	/s/ Marcus M. Tarkington
		 	Name: Marcus M. Tarkington
		 	Title: Director



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	 SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE,
AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.

 

	 ARES ENHANCED CREDIT OPPORTUNITIES FUND LTD.

		
	BY:	 	 ARES ENHANCED CREDIT OPPORTUNITIES
 FUND MANAGEMENT, L.P., ITS MANAGER

		
	BY:	 	 ARES ENHANCED CREDIT OPPORTUNITIES
 FUND MANAGEMENT GP, LLC, AS GENERAL
 PARTNER

		
	By:	 	/s/ Americo Cascella
		 	Name: Americo Cascella
		 	Title Authorized Signatory



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	 SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE,
AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.

 

	Credit Suisse AG, Cayman Islands Branch
		
	By:	 	/s/ Christopher Reo Day
		 	Name: Christopher Reo Day
		 	Title: Vice President
		
	By:	 	/s/ Tyler R. Smith
		 	Name: Tyler R. Smith
		 	Title: Associate



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	 BANK OF AMERICA, N.A.,
 as Lender

		
	By:	 	/s/ Frank Byrne
		 	Name: Frank Byrne
		 	Title: Vice President
		
	By:	 	 
		 	Name:
		 	Title:



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	 SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE,
AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.

 

	Deutsche Bank AG New York Branch
		
	By:	 	DB Services New Jersey, Inc.
		
	By:	 	/s/ Angeline Quintana
		 	Name: Angeline Quintana
		 	Title: Assistant Vice President
		
	By:	 	/s/ Deirdre Cesarió
		 	Name: Deirdre Cesarió
		 	Title: Assistant Vice President
	
	*Term Loan Lender



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION
GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
	
	JPMORGAN CHASE BANK, N.A.
		
	By:	 	/s/ John G. Kowalczuk
		 	Name: John G. Kowalczuk
		 	Title: Executive Director



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
					
	 SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN
ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.

 

		 	UBS LOAN FINANCE LLC
			
		 	By:	 	/s/ Irja R. Otsa
		 		 	Name: Irja R. Otsa
		 		 	Title: Associate Director
			
		 	By:	 	/s/ Joselin Fernandes
		 		 	Name: Joselin Fernandes
		 		 	Title: Associate Director



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
					
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION
GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
		
		 	AIMCO CLO, SERIES 2005-A
			
		 	By:	 	/s/ Marvin L. Lutz, III
		 		 	Name: Marvin L. Lutz, III
		 		 	Title: Authorized Signatory
			
		 	By:	 	/s/ Mark Cloghessy
		 		 	Name: Mark Cloghessy
		 		 	Title: Authorized Signatory



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
					
	 SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE,
AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARlOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.

 
         AIMCO CLO, SERIES
2006-A

			
		 	By:	 	/s/ Marvin L. Lutz, III
		 		 	Name: Marvin L. Lutz, III
		 		 	Title: Authorized Signatory
			
		 	By:	 	/s/ Mark Cloghessy
		 		 	Name: Mark Cloghessy
		 		 	Title: Authorized Signatory



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION
GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
	
	        AIRLIE CLO 2006-II LTD
		
	        By:	 	/s/ Seth Cameron
		 	Name: Seth Cameron
		 	Title: Portfolio Manager



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	 SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE,
AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.

 
         ALLSTATE INSURANCE
COMPANY

		
	        By:	 	/s/ Marvin L. Lutz, III
		 	Name: Marvin L. Lutz, III
		 	Title: Authorized Signatory
		
	        By:	 	/s/ Mark Cloghessy
		 	Name: Mark Cloghessy
		 	Title: Authorized Signatory



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
					
	 SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE,
AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.

 

		 	ALLSTATE LIFE INSURANCE COMPANY
			
		 	By:	 	/s/ Marvin L. Lutz, III
		 		 	Name: Marvin L. Lutz, III
		 		 	Title: Authorized Signatory
			
		 	By:	 	/s/ Mark Cloghessy
		 		 	Name: Mark Cloghessy
		 		 	Title: Authorized Signatory



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
							
	 SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE,
AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.

 

		 	ARES ENHANCED LOAN INVESTMENT STRATEGY II, LTD.
		
		 	BY: ARES ENHANCED LOAN MANAGEMENT II, L.P., ITS PORTFOLIO MANAGER
		
		 	BY: ARES ENHANCED LOAN II GP, LLC, ITS GENERAL PARTNER
				
		 		 	By:	 	/s/ Americo Cascella
		 		 		 	Name: Americo Cascella
		 		 		 	Title: Authorized Signatory



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
							
	 SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE,
AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.

 

		 	ARES ENHANCED LOAN INVESTMENT STRATEGY III, LTD.
		
		 	BY: ARES ENHANCED LOAN MANAGEMENT III, L.P., ITS PORTFOLIO MANAGER
		
		 	BY: ARES ENHANCED LOAN III GP, LLC, ITS GENERAL PARTNER
				
		 		 	By:	 	/s/ Americo Cascella
		 		 		 	Name: Americo Cascella
		 		 		 	Title: Authorized Signatory



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
							
	 SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE,
AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.

 

		 	ARES ENHANCED LOAN INVESTMENT STRATEGY IR, LTD.
		
		 	BY: ARES ENHANCED LOAN MANAGEMENT IR, L.P., ITS PORTFOLIO MANAGER
		
		 	BY: ARES ENHANCED LOAN IR GP, LLC, ITS GENERAL PARTNER
				
		 		 	By:	 	/s/ Americo Cascella
		 		 		 	Name: Americo Cascella
		 		 		 	Title: Authorized Signatory



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
					
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION
GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
	
	ARES IIIR/IVR CLO LTD.
	
	BY: ARES CLO MANAGEMENT IIIR/IVR, L.P., ITS ASSET MANAGER
	
	BY: ARES CLO GP IIIR/IVR, LLC, ITS GENERAL PARTNER
			
		 	By:	 	/s/ Americo Cascella
		 		 	Name: Americo Cascella
		 		 	Title: Authorized Signatory



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
							
	 SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE,
AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.

 

		 	ARES INSTITUTIONAL LOAN FUND B.V.
		
		 	BY: ARES MANAGEMENT LIMITED, AS MANAGER
				
		 		 	By:	 	/s/ John Leupp
		 		 		 	Name: John Leupp
		 		 		 	Title: Authorized Signatory



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
							
	 SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE,
AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.

 

		 	Ares NF CLO XIV Ltd
		
		 	BY: Ares NF CLO XIV Management, L.P., its collateral manager
		
		 	BY: Ares NF CLO XIV Management
				
		 		 	By:	 	/s/ Americo Cascella
		 		 		 	Name: Americo Cascella
		 		 		 	Title: Authorized Signatory



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
					
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION
GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
	
	Ares NF CLO XV Ltd
	
	BY: Ares NF CLO XV Management, L.P., its collateral manager
	
	BY: Ares NF CLO XV Management LLC, its general partner
			
		 	By:	 	/s/ Americo Cascella
		 		 	Name: Americo Cascella
		 		 	Title: Authorized Signatory



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
							
	 SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE,
AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.

 

	ARES SENIOR LOAN TRUST
	
	BY: ARES SENlOR LOAN TRUST MANAGEMENT, L.P., ITS INVESTMENT MANAGER
	
	BY: ARES SENIOR LOAN TRUST MANAGEMENT, LLC, ITS GENERAL PARTNER
				
		 		 	By:	 	/s/ Americo Cascella
		 		 		 	Name: Americo Cascella
		 		 		 	Title: Authorized Signatory



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
							
	 SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE,
AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.

 

	ARES SPC HOLDINGS, L.P.
	
	BY: ARES SPC HOLDINGS GP LLC, GENERAL PARTNER
				
		 		 	By:	 	/s/ Americo Cascella
		 		 		 	Name: Americo Cascella
		 		 		 	Title: Authorized Signatory



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	 SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE,
AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.

 

	ARES VIR CLO LTD.
		
	By:	 	ARES CLO MANAGEMENT VIR, L.P., ITS INVESTMENT MANAGER
		
	By:	 	ARES CLO GP VIR, LLC, ITS GENERAL PARTNER
		
	By:	 	/s/ Americo Cascella
		 	Name: Americo Cascella
		 	 Title: Authorized Signatory




  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	 SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE,
AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.

 

	ARES VR CLO LTD.
		
	By:	 	ARES CLO MANAGEMENT VR, L.P., ITS INVESTMENT MANAGER
		
	By:	 	ARES CLO GP VR, LLC, ITS GENERAL PARTNER
		
	By:	 	/s/ Americo Cascella
		 	Name: Americo Cascella
		 	 Title: Authorized Signatory




  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	 SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE,
AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.

 

	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/ Americo Cascella
		 	 Name: Americo Cascella

		 	 Title: Authorized Signatory




  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION
GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
	
	ARES XI CLO LTD.
		
	 By:
	 	ARES CLO MANAGEMENT XI, L.P., ITS ASSET MANAGER
		
	 By:
	 	ARES CLO GP XI, LLC, ITS GENERAL PARTNER
		
	By:	 	/s/ Americo Cascella
		 	Name: Americo Cascella
		 	Title: Authorized Signatory


  

  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION
GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
	
	ARES XII CLO LTD.
		
	 By:
	 	ARES CLO MANAGEMENT XII, L.P., ITS ASSET MANAGER
		
	 By:
	 	ARES CLO GP XII, LLC, ITS GENERAL PARTNER
		
	 By:
	 	/s/ Americo Cascella
		 	Name: Americo Cascella
		 	Title: Authorized Signatory


  

  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION
GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
	
	ARES XVI CLO LTD.
		
	 By:
	 	ARES CLO MANAGEMENT XVI, L.P., ITS ASSET MANAGER
		
	By:	 	ARES CLO GP XVI, LLC, ITS GENERAL PARTNER
		
	By:	 	/s/ Americo Cascella
		 	Name: Americo Cascella
		 	Title: Authorized Signatory


  

  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION
GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
	
	ARES XXI CLO LTD.
		
	By:	 	ARES CLO MANAGEMENT XXI, L.P., ITS INVESTMENT MANAGER
		
	By:	 	ARES CLO GP XXI, LLC, ITS GENERAL PARTNER
		
	By:	 	/s/ Americo Cascella
		 	Name: Americo Cascella
		 	Title: Authorized Signatory


  

  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION
GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
	
	ARES XXIII CLO LTD.
		
	 By:
	 	ARES CLO MANAGEMENT XXIII, LP., ITS ASSET MANAGER
		
	By:	 	ARES CLO GP XXIII, LLC, ITS GENERAL PARTNER
		
	By:	 	/s/ Americo Cascella
		 	Name: Americo Cascella
		 	Title: Authorized Signatory



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION
GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
	
	ARES XXIV CLO LTD.
		
	 By:
	 	ARES CLO MANAGEMENT XXIV, L.P., ITS ASSET MANAGER
		
	By:	 	ARES CLO GP XXIV, LLC, ITS GENERAL PARTNER
		
	By:	 	/s/ Americo Cascella
		 	Name: Americo Cascella
		 	Title: Authorized Signatory



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION
GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
	
	ARROWOOD INDEMNITY COMPANY
	 By:
	 	Invesco Senior Secured Management, Inc.
		
	By:	 	/s/ Thomas Ewald
		 	Name: Thomas Ewald
		 	Title: Authorized Signatory


  

  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION
GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
	
	Arrowood Indemnity Company, as administrator of The Pension Plan of Arrowood Indemnity Company
	 By:
	 	Invesco Senior Secured Management, Inc.
		
	By:	 	/s/ Thomas Ewald
		 	Name: Thomas Ewald
		 	Title: Authorized Signatory


  

  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	 SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE,
AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.

 
 ASF1 Loan Funding LLC

		
	 By:
	 	Citibank N.A.
		 	
	 By:
	 	/s/ Lynette Thompson
		 	Name: Lynette Thompson
		 	Title: Director



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	 SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE,
AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.

 
 AVALON CAPITAL LTD. 3

		
	 By:
	 	INVESCO Senior Secured Management, Inc.
		 	As Asset Manager
		
	 By:
	 	/s/ Thomas Ewald
		 	Name: Thomas Ewald
		 	Title: Authorized Signatory



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
		 	SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC.,
THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
	  
 Baker Street Funding CLO 2005-1
Ltd.

	 By:
	 	 Seix Investment Advisors LLC, as Collateral Manager
  

	Baptist Health South Florida, Inc.
	 By:
	 	Seix Investment Advisors LLC, as Advisor
	
	Blue Cross of Idaho Health Service, Inc.
	 By:
	 	Seix Investment Advisors LLC, as Investment Manager
	
	Mountain View Funding CLO 2006-I, Ltd.
	 By:
	 	Seix Investment Advisors LLC, as Collateral Manager
	
	Mountain View CLO II Ltd.
	 By:
	 	Seix Investment Advisors LLC, as Collateral Manager
	
	Mountain View CLO III Ltd.
	 By:
	 	Seix Investment Advisors LLC, as Collateral Manager
	
	Ridge Worth Funds – Seix Floating Rate High Income Fund
	 By:
	 	Seix Investment Advisors LLC, as Subadviser
	
	RidgeWorth Funds – Total Return Bond Fund
	 By:
	 	Seix Investment Advisors LLC, as Subadviser
	
	Rochdale Fixed Income Opportunities Portfolio
	 By:
	 	Seix Investment Advisors LLC, as Subadviser
	
	Seix Multi-Sector Absolute Return Fund L.P.
	 By
	 	Seix Multi-Sector Absolute Return Fund GP LLC, in its capacity as sole general partner
	 By:
	 	 Seix Investment Advisors LLC, its sole member
  

as Lenders

		
	 By:
	 	/s/ George Goudelias
		 	Name: George Goudelias
		 	Title: Managing Director



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	 SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE,
AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.

 
 Bank of America, N.A,

		
	 By:
	 	/s/ Meredith R. Smith
		 	Name: Meredith R. Smith
		 	Title: Vice President



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	 SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE,
AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.

 
 BELHURST CLO LTD.

		
	 By:
	 	Invesco Senior Secured Management, Inc.
		 	As Collateral Manager
		
	 By:
	 	/s/ Thomas Ewald
		 	Name: Thomas Ewald
		 	Title: Authorized Signatory



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION
GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.


 BlackRock Senior High Income Fund, Inc. 
 Allied World Assurance Company, Ltd 
 JPMBI re Blackrock BankLoan Fund 

BlackRock Floating Rate Income Trust 
 BlackRock
Strategic Bond Trust 
 BlackRock Defined Opportunity Credit Trust 
 BlackRock High Yield Trust 
 BlackRock Limited Duration Income Trust 

BMI-CLO-I 
 BlackRock Funds II BlackRock Floating
Rate Income Portfolio 
 BlackRock Funds II -BlackRock High Yield Bond Portfolio 
 BlackRock Funds II, BlackRock Multi-Asset Income Portfolio 
 BlackRock Secured Credit Portfolio of
BlackRock Funds II 
 BlackRock Senior Income Series II 
 BlackRock Senior Income Series IV 
 BlackRock Senior Income Series V Limited 

BlackRock High Yield Portfolio of BlackRock Series Fund, Inc. 
 BlackRock High Income V.I. Fund of BlackRock Variable Series Funds, Inc. 
 California State
Teachers’ Retirement System 
 BlackRock Corporate High Yield Fund, Inc. 
 Global High Yield Bond Fund, a series of DSBI – Global Investment Trust 
 BlackRock Debt
Strategies Fund, Inc. 
 Employees’ Retirement Fund of the City of Dallas 
 BlackRock Floating Rate Income Strategies Fund, Inc. 
 BlackRock Global Investment Series: Income
Strategies Portfolio 
 BlackRock High Income Shares 
 Alterra Bermuda Limited 
 BlackRock Corporate High Yield Fund VI, Inc. 

BlackRock Corporate High Yield Fund V, Inc. 

Ironshore Inc. 
 Magnetite VI, Limited

 MET Investors Series Trust – BlackRock High Yield Portfolio 
 Navy Exchange Service Command Retirement Trust 
 The PNC Financial Services Group, Inc. 

PPL Sercies Corporation Retirement Master Trust 

Advanced Series Trust – AST BlackRock Global Strategies Portfolio 
 BlackRock Senior Floating Rate Portfolio 
 SCOR Global Life Americas Reinsurance Company


  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	By:	 	/s/ C. Adrian Marshall
		 	Name: C. Adrian Marshall
		 	Title: Authorized Signatory



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION
GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
	
	BLT 40 LLC
		
	By:	 	/s/ Robert Healey
		 	Name: Robert Healey
		 	Title: Authorized Signatory



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	BOC PENSION INVESTMENT FUND
		
	By:	 	Invesco Senior Secured Management, Inc. as
		 	Attorney in Fact
		
	By:	 	/s/ Thomas Ewald
		 	Name: Thomas Ewald
		 	Title: Authorized Signatory



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	 SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE,
AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.

 
 BRYCE FUNDING

		
	 By:
	 	/s/ Richard Taylor
		 	Name: Richard Taylor
		 	Title: Authorized Signatory



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	 SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE,
AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.

 
 CANNINGTON FUNDING LTD.

		
	 By:
	 	Silvermine Capital Management LLC
		 	 As Investment Manager

 

	 By:
	 	/s/ Pallo Blume-Tucker
		 	Name: Pallo Blume-Tucker
		 	Title: Analyst



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	 SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE,
AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.

 
 CAVALRY CLO I, Ltd.

		
	 By:
	 	Regiment Capital Management, LLC,
		 	 its Investment Adviser

 

	 By:
	 	/s/ Mark A. Brostowski
		 	Name: Mark A. Brostowski
		 	Title: Authorized Signatory



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	 SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE,
AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.

 
 Cent CDO 10 Limited

		
	 By:
	 	 Columbia Management Investment Advisers, LLC As Collateral Manager

 

	 By:
	 	/s/ Robin C. Stancil
		 	Name: Robin C. Stancil
		 	Title: Assistant Vice President



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	 SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE,
AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.

 
 Cent CDO 12 Limited

		
	 By:
	 	 Columbia Management Investment Advisers, LLC As Collateral Manager

 

	 By:
	 	/s/ Robin C. Stancil
		 	Name: Robin C. Stancil
		 	Title: Assistant Vice President



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION
GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
	
	Cent CDO 14 Limited
		
	By:	 	 Columbia Management Investment Advisers, LLC
 As Collateral Manager

		
	By:	 	/s/ Robin C. Stancil
		 	Name: Robin C. Stancil
		 	Title: Assistant Vice President


  

  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION
GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
	
	Cent CDO 15 Limited
		
	By:	 	 Columbia Management Investment Advisers, LLC
 As Collateral Manager

		
	By:	 	/s/ Robin C. Stancil
		 	Name: Robin C. Stancil
		 	Title: Assistant Vice President


  

  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION
GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
	
	Cent CDO XI Limited
		
	 By:
	 	 Columbia Management Investment Advisers, LLC
 As Collateral Manager

		
	 By:
	 	/s/ Robin C. Stancil
		 	Name: Robin C. Stancil
		 	Title: Assistant Vice President


  

  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION
GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
	
	Cent CDO 16, L.P.
		
	By:	 	 Columbia Management Investment Advisers, LLC
 As Collateral Manager

		
	By:	 	/s/ Robin C. Stancil
		 	Name: Robin C. Stancil
		 	Title: Director Business Operations


  

  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION
GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
	
	Centurion CDO 8 Limited
		
	 By:
	 	 Columbia Management Investment Advisers, LLC
 As Collateral Manager

		
	By:	 	/s/ Robin C. Stancil
		 	Name: Robin C. Stancil
		 	Title: Assistant Vice President


  

  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








  

			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION
GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
	
	Centurion CDO 9 Limited
		
	By:	 	 Columbia Management Investment Advisers, LLC
 As Collateral Manager

		
	By:	 	/s/ Robin C. Stancil
		 	Name: Robin C. Stancil
		 	Title: Assistant Vice President


  

  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








  

			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION
GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
	
	 CIFC Funding 2006-I, Ltd.
 CIFC Funding 2006-IB, Ltd.
 CIFC Funding 2007-III, Ltd.

CIFC Funding 2007-IV, Ltd.

		
	By:	 	CIFC Asset Management LLC, its Collateral Manager
		
	By:	 	/s/ Stephen J. Vaccaro
		 	Name: Stephen J. Vaccaro
		 	Title: Authorized Signatory


  

  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION
GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
	
	COBBLE HILL FUNDING
		
	By:	 	/s/ Richard Taylor
		 	Name: Richard Taylor
		 	Title: Authorized Signatory


  

  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION
GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
	
	Columbia Floating Rate Fund, a series of Columbia Funds Series Trust II
		
	 By:
	 	/s/ Robin C. Stancil
		 	Name: Robin C. Stancil
		 	Title: Authorized Signatory


  

  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION
GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
	
	Columbia Funds Variable Series Trust II – Variable Portfolio – Eaton Vance Floating – Rate Income Fund
		
	 By:
	 	Eaton Vance Management as Investment Sub-Advisor
		
	 By:
	 	/s/ Michael B. Botthof
		 	Name: Michael B. Botthof
		 	Title: Vice President


  

  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION
GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
	
	Columbia Strategic Income Fund, a series of Columbia Funds Series Trust I
		
	 By:
	 	/s/ Robin C. Stancil
		 	Name: Robin C. Stancil
		 	Title: Authorized Signatory


  

  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION
GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
	
	Columbia Variable Portfolio – Strategic Income Fund, series of Columbia Funds Variable Insurance Trust
		
	 By:
	 	/s/ Robin C. Stancil
		 	Name: Robin C. Stancil
		 	Title: Authorized Signatory


  

  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION
GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
	
	COMMUNITY INSURANCE COMPANY
		
	 By:
	 	ARES WLP MANAGEMENT, L.P., ITS INVESTMENT MANAGER
		
	 By:
	 	ARES WLP MANAGEMENT GP, LLC, ITS GENERAL PARTNER
		
	By:	 	/s/ Americo Cascella
		 	Name: Americo Cascella
		 	Title: Authorized Signatory


  

  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	 SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE,
AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.

 
 COMSTOCK FUNDING LTD.

		
	 By:
	 	Silvermine Capital Management LLC
		 	 As Collateral Manager

 

	 By:
	 	/s/ Pallo Blum-Tucker
		 	Name: Pallo Blum-Tucker
		 	Title: Analyst



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	 SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE,
AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.

 
 CONFLUENT 2 LIMITED

		
	 By:
	 	 ARES PRIVATE ACCOUNT MANAGEMENT I, AS SUB-MANAGER

 

	 By:
	 	 ARES PRIVATE ACCOUNT MANAGEMENT I GP, LLC, ITS GENERAL PARTNER
  

	 By:
	 	/s/ Americo Cascella
		 	Name: Americo Cascella
		 	Title: Authorized Signatory



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	 SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE,
AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.

 
 Confluent 3 Limited

		
	 By:
	 	Invesco Senior Secured Management, Inc.
		 	 As Investment Manager

 

	 By:
	 	/s/ Thomas Ewald
		 	Name: Thomas Ewald
		 	Title: Authorized Signatory



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	 SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE,
AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.

 
 CONFLUENT 4 LIMITED,
 As Lender

		
	 By:
	 	Loomis, Sayles & Company, L.P.
		 	 As Sub-Manager
  

	 By:
	 	Loomis, Sayles & Company, Incorporated
		 	Its General Partner
		
	 By:
	 	/s/ Mary McCarthy
		 	Name: Mary McCarthy
		 	Title: Vice President



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	 SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE,
AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.

 
 CREDIT SUISSE LOAN FUNDING LLC

		
	 By:
	 	/s/ Robert Healey
		 	Name: Robert Healey
		 	 Title: Authorized Signatory

 

	 By:
	 	/s/ Michael Wotanowski
		 	Name: Michael Wotanowski
		 	Title: Authorized Signatory



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	 SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE,
AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.

 
 DAVIDSON RIVER TRADING, LLC

 

	 By:
	 	 SunTrust Bank, its Manager

 

	 By:
	 	/s/ Douglas Weltz
		 	Name: Douglas Weltz
		 	Title: Director



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	 SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE,
AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.

 
 DENALI CAPITAL CLO IV, LTD.

		
	 By:
	 	Denali Capital LLC, managing member of
		 	DC Funding Partners LLC, portfolio manager
		
	 By:
	 	/s/ Nicole Kouba
		 	Name: Nicole Kouba
		 	Title: Vice President



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	 SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE,
AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.

 
 DENALI CAPITAL CLO V, LTD.

		
	 By:
	 	Denali Capital LLC, managing member of
		 	DC Funding Partners LLC, portfolio manager
		
	 By:
	 	/s/ Nicole Kouba
		 	Name: Nicole Kouba
		 	Title: Vice President



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	 SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE,
AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.

 
 DENALI CAPITAL CLO VI, LTD.

		
	 By:
	 	Denali Capital LLC, managing member of
		 	DC Funding Partners LLC, collateral manager
		
	 By:
	 	/s/ Nicole Kouba
		 	Name: Nicole Kouba
		 	Title: Vice President



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	 SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE,
AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.

 
 DENALI CAPITAL CLO VII, LTD.

		
	 By:
	 	Denali Capital LLC, managing member of
		 	DC Funding Partners LLC, collateral manager
		
	 By:
	 	/s/ Nicole Kouba
		 	Name: Nicole Kouba
		 	Title: Vice President



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION
GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
	
	Deutsche Bank AG New York Branch
		
	By:	 	/s/ Valerie Shapiro
		 	Name: Valerie Shapiro
		 	Title: Director
		
	By:	 	/s/ Michael Getz
		 	Name: Michael Getz
		 	Title: Vice President


  

  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION
GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
	
	DIVERSIFIED CREDIT PORTFOLIO LTD.
		
	 By:
	 	INVESCO Senior Secured Management, Inc. as Investment Adviser
		
	 By:
	 	/s/ Thomas Ewald
		 	Name: Thomas Ewald
		 	Title: Authorized Signatory


  

  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION
GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
	
	Oppenheimer Global Strategic Income Fund
		
	 By:
	 	/s/ Jason Reuter
		 	Name: Jason Reuter
		 	Title: AVP
		
		 	Brown Brothers Harriman & Co. acting as agent for OppenheimerFunds, Inc.


  

  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION
GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
	
	 West CLO 2012-1 Ltd.

		
	 By:
	 	/s/ Joanna Willars
		 	Name: Joanna Willars
		 	Title: VP, Authorized Signatory


  

  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION
GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
	
	Draco Dollar Funding Limited
		
	 By:
	 	/s/ Sinisa Krnic
		 	Name: Sinisa Krnic
		 	Title: Director


  

  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION
GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
	
	DUANE STREET CLO I, LTD.
		
	 By:
	 	Citigroup Alternative Investments LLC, As Collateral Manager
		
	 By:
	 	/s/ Melanie Hanlon
		 	Name: Melanie Hanlon
		 	Title: Director


  

  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION
GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
	
	DUANE STREET CLO III, LTD.
		
	 By:
	 	Citigroup Alternative Investments LLC, As Collateral Manager
		
	 By:
	 	/s/ Roger Yee
		 	Name: Roger Yee
		 	Title: Vice President


  

  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION
GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
	
	DUANE STREET CLO IV, LTD.
		
	 By:
	 	Citigroup Alternative Investments LLC, As Collateral Manager
		
	 By:
	 	/s/ Melanie Hanlon
		 	Name: Melanie Hanlon
		 	Title: Director


  

  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION
GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
	
	Eaton Vance CDO IX Ltd.
		
	 By:
	 	Eaton Vance Management As Investment Advisor
		
	 By:
	 	/s/ Michael B. Botthof
		 	Name: Michael B. Botthof
		 	Title: Vice President


  

  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION
GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
	
	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


  

  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION
GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
	
	Eaton Vance CDO VIII, Ltd.
		
	 By:
	 	Eaton Vance Management As Investment Advisor
		
	By:	 	/s/ Michael B. Botthof
		 	Name: Michael B. Botthof
		 	Title: Vice President


  

  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION
GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
	
	Eaton Vance CDO X, PLC
		
	 By:
	 	Eaton Vance Management As Investment Advisor
		
	By:	 	/s/ Michael B. Botthof
		 	Name: Michael B. Botthof
		 	Title: Vice President


  

  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	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


  

  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION
GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
	
	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


  

  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION
GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
	
	Eaton Vance International (Cayman Islands) Floating-Rate Income Portfolio
		
	By:	 	Eaton Vance Management As Investment Advisor
		
	By:	 	/s/ Michael B. Botthof
		 	Name: Michael B. Botthof
		 	Title: Vice President



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION
GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
	
	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


  

  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION
GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
	
	Eaton Vance Simeon Floating-Rate Trust
		
	By:	 	Eaton Vance Management As Investment Advisor
		
	By:	 	/s/ Michael B. Botthof
		 	Name: Michael B. Botthof
		 	Title: Vice President


  

  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION
GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
	
	Eaton Vance Senior Income Trust
		
	By:	 	Eaton Vance Management As Investment Advisor
		
	By:	 	/s/ Michael B. Botthof
		 	Name: Michael B. Botthof
		 	Title: Vice President


  

  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION
GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
	
	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


  

  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION
GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
	
	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


  

  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	ECP CLO 2008-1, LTD
		
	By:	 	Silvermine Capital Management LLC
		 	As Portfolio Manager
		
	By:	 	/s/ Pallo Blum-Tucker
		 	Name: Pallo Blum-Tucker
		 	Title: Analyst



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	ECP CLO 2012-3, LTD
		
	By:	 	Silvermine Capital Management
		
	By:	 	/s/ Pallo Blum-Tucker
		 	Name: Pallo Blum-Tucker
		 	Title: Analyst



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	ECP CLO 2012-4, LTD
		
	By:	 	Silvermine Capital Management
		
	By:	 	/s/ Pallo Blum-Tucker
		 	Name: Pallo Blum-Tucker
		 	Title: Analyst



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	First Trust Senior Floating Rate Income Fund II
		
	By:	 	First Trust Advisors L.P.,
		 	its investment manager
		
	By:	 	/s/ William Housey
		 	Name: William Housey
		 	Title: Senior Portfolio Manager



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	GANNETT PEAK CLO I, LTD.
		
	By:	 	THL Credit Senior Loan Strategies LLC,
		 	as Manager
		
	By:	 	/s/ Kathleen A. Zarn
		 	Name: Kathleen A. Zarn
		 	Title: Vice President



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	Global Leveraged Capital Credit Opportunity Fund I
		
	By:	 	Global Leveraged Capital Management, LLC
		 	as Collateral Manager
		
	By:	 	/s/ Christian Giordano
		 	Name: Christian Giordano
		 	Title: Principal



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	GLOBAL LOAN OPPORTUNITY FUND B.V.
		
	By:	 	ARES MANAGEMENT LIMITED,
		 	ITS PORTFOLIO MANAGER
		
	By:	 	/s/ Americo Cascella
		 	Name: Americo Cascella
		 	Title: Authorized Signatory



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	Golden Knight II CLO, Ltd.
		
	By:	 	/s/ Christopher Towle
		 	Name: Christopher Towle
		 	Title: Portfolio Manager



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	GoldenTree Loan Opportunities III, Limited
		
	By:	 	GoldenTree Asset Management, LP
		
	By:	 	/s/ Karen Weber
		 	Name: Karen Weber
		 	Title: Director – Bank Debt



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	GoldenTree Loan Opportunities IV, Limited
		
	By:	 	GoldenTree Asset Management, LP
		
	By:	 	/s/ Karen Weber
		 	Name: Karen Weber
		 	Title: Director – Bank Debt



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	GoldenTree Loan Opportunities V, Limited
		
	By:	 	GoldenTree Asset Management, LP
		
	By:	 	/s/ Karen Weber
		 	Name: Karen Weber
		 	Title: Director – Bank Debt



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	GoldenTree Loan Opportunities VI, Limited
		
	By:	 	GoldenTree Asset Management, LP
		
	By:	 	/s/ Karen Weber
		 	Name: Karen Weber
		 	Title: Director – Bank Debt



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	Goldman Sachs Lending Partners LLC
		
	By:	 	/s/ Michelle Latzoni
		 	Name: Michelle Latzoni
		 	Title: Authorized Signatory



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	GRAYSON & CO.
		
	By:	 	 Boston Management and Research
     As Investment Advisor

		
	By:	 	/s/ Michael B. Botthof
		 	Name: Michael B. Botthof
		 	Title: Vice President



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	GREENS CREEK FUNDING LTD.
		
	By:	 	 Silvermine Capital Management LLC
     As Investment Manager

		
	By:	 	/s/ Pallo Blum-Tucker
		 	Name: Pallo Blum-Tucker
		 	Title: Analyst



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	GREYROCK CDO LTD.
		
	By:	 	 Aladdin Capital Management LLC,
     as Lender

		
	By:	 	/s/ James Bragg
		 	Name: James Bragg
		 	Title: Designated Signatory



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	Gulf Stream – Compass CLO 2005-I, Ltd.
		
	By:	 	 Gulf Stream Asset Management LLC
     As Collateral Manager

		
	By:	 	/s/ Joe Moroney
		 	Name: Joe Moroney
		 	Title: Vice President



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	Gulf Stream – Compass CLO 2005-II, Ltd.
		
	By:	 	 Gulf Stream Asset Management LLC
     As Collateral Manager

		
	By:	 	/s/ Joe Moroney
		 	Name: Joe Moroney
		 	Title: Vice President



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	Gulf Stream – Compass CLO 2007, Ltd.
		
	By:	 	 Gulf Stream Asset Management LLC
     As Collateral Manager

		
	By:	 	/s/ Joe Moroney
		 	Name: Joe Moroney
		 	Title: Vice President



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	Gulf Stream – Rashinban CLO 2006-I, Ltd.
		
	By:	 	 Gulf Stream Asset Management LLC
     As Collateral Manager

		
	By:	 	/s/ Joe Moroney
		 	Name: Joe Moroney
		 	Title: Vice President



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	Gulf Stream – Sextant CLO 2006-1, Ltd.
		
	By:	 	 Gulf Stream Asset Management LLC
     As Collateral Manager

		
	By:	 	/s/ Joe Moroney
		 	Name: Joe Moroney
		 	Title: Vice President



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	Gulf Stream – Sextant CLO 2007-1, Ltd.
		
	By:	 	 Gulf Stream Asset Management LLC
     As Collateral Manager

		
	By:	 	/s/ Joe Moroney
		 	Name: Joe Moroney
		 	Title: Vice President



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	The Hartford Floating Rate Fund, as Lender
		
	By:	 	Wellington Management Company, LLP
		 	as its Investment Adviser
		
	By:	 	/s/ Steven M. Hoffman
		 	Name: Steven M. Hoffman
		 	Title: Vice President and Counsel



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	The Hartford Floating Rate High Income Fund, as Lender
		
	By:	 	Wellington Management Company, LLP
		 	as its Investment Adviser
		
	By:	 	/s/ Steven M. Hoffman
		 	Name: Steven M. Hoffman
		 	Title: Vice President and Counsel



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	HOLSTON RIVER TRADING, LLC
		
	By:	 	SunTrust Bank, its Manager
		
	By:	 	/s/ Douglas Weltz
		 	Name: Douglas Weltz
		 	Title: Director



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	HUDSON CANYON FUNDING II, LTD
		
	By:	 	INVESCO Senior Secured Management, Inc.
		 	As Collateral Manager & Attorney-In-Fact
		
	By:	 	/s/ Thomas Ewald
		 	Name: Thomas Ewald
		 	Title: Authorized Signatory



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	ING Investment Trust Co. Plan for Employee Benefit Investment Funds – Senior Loan Fund
	By:	 	ING Investment Trust Co. as its trustee
	
	ING (L) Flex – Senior Loans
	By:	 	ING Investment Management Co. LLC, as its investment manager
	
	ING Prime Rate Trust
	By:	 	ING Investment Management Co. LLC, as its investment manager
	
	ING Senior Income Fund
	By:	 	ING Investment Management Co. LLC, as its investment manager
	
	ING Floating Rate Fund
	By:	 	ING Investment Management Co. LLC, as its investment manager
	
	ING Investment Management CLO I, LTD.
	By:	 	ING Investment Management Co. LLC, as its investment manager
	
	ING Investment Management CLO II, LTD.
	By:	 	ING Alternative Asset Management LLC, as its investment manager
	
	ING Investment Management CLO III, LTD.
	By:	 	ING Alternative Asset Management LLC, as its investment manager



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	ING Investment Management CLO IV, LTD.
	By:	 	ING Alternative Asset Management LLC, as its investment manager
	
	ING IM CLO 2011-1, Ltd.
	By:	 	ING Alternative Asset Management LLC, as its portfolio manager
	
	Phoenix CLO I, LTD.
	By:	 	ING Alternative Asset Management LLC, as its investment manager
	
	Phoenix CLO II, LTD.
	By:	 	ING Alternative Asset Management LLC, as its investment manager
	
	Phoenix CLO III, LTD.
	By:	 	ING Alternative Asset Management LLC, as its investment manager
	
	ING IM CLO 2012-1, Ltd.
	By:	 	ING Alternative Asset Management LLC, as its portfolio manager
	
	ING IM CLO 2012-2, LTD.
	By:	 	ING Alternative Asset Management LLC, as its investment manager
		
	By:	 	/s/ Josh Mahon
		 	Name: Josh Mahon
		 	Title: Vice President



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	Invesco Floating Rate Fund
		
	By:	 	INVESCO Senior Secured Management, Inc.
		 	As Sub-Adviser
		
	By:	 	/s/ Thomas Ewald
		 	Name: Thomas Ewald
		 	Title: Authorized Signatory



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	Invesco Van Kampen Dynamic Credit Opportunities Fund
		
	By:	 	Invesco Senior Secured Management, Inc.
		 	As Sub-Adviser
		
	By:	 	/s/ Thomas Ewald
		 	Name: Thomas Ewald
		 	Title: Authorized Signatory



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	Invesco Van Kampen Senior Income Trust
		
	By:	 	Invesco Senior Secured Management, Inc.
		 	As Sub-Adviser
		
	By:	 	/s/ Thomas Ewald
		 	Name: Thomas Ewald
		 	Title: Authorized Signatory



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	Invesco Van Kampen Senior Loan Fund
		
	By:	 	Invesco Senior Secured Management, Inc.
		 	as Sub-Adviser
		
	By:	 	/s/ Thomas Ewald
		 	Name: Thomas Ewald
		 	Title: Authorized Signatory



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	Invesco Zodiac Funds – Invesco US Senior Loan Fund
		
	By:	 	Invesco Management SA
		 	As Investment Manager
		
	By:	 	/s/ Thomas Ewald
		 	Name: Thomas Ewald
		 	Title: Authorized Signatory



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	Jefferies Leveraged Credit Products, LLC
		
	By:	 	/s/ Paul J. Loomis
		 	Name: Paul J. Loomis
		 	Title: Managing Director



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	JNL/PPM America Floating Rate Income Fund, a series of the JNL Series Trust
		
	By:	 	PPM America, Inc. as sub-adviser
		
	By:	 	/s/ Chris Kappas
		 	Name: Chris Kappas
		 	Title: Managing Director



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	LANDMARK IV CDO LIMITED
		
	By:	 	Aladdin Capital Management LLC, as Lender
		
	By:	 	/s/ James Bragg
		 	Name: James Bragg
		 	Title: Designated Signatory



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	LANDMARK IX CDO LTD
		
	By:	 	Aladdin Capital Management LLC, as Lender
		
	By:	 	/s/ James Bragg
		 	Name: James Bragg
		 	Title: Designated Signatory



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	LANDMARK V CDO LIMITED
		
	By:	 	Aladdin Capital Management LLC, as Lender
		
	By:	 	/s/ James Bragg
		 	Name: James Bragg
		 	Title: Designated Signatory



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	LANDMARK VII CDO LTD
		
	By:	 	Aladdin Capital Management LLC, as Lender
		
	By:	 	/s/ James Bragg
		 	Name: James Bragg
		 	Title: Designated Signatory



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	LANDMARK VIII CLO LTD
		
	By:	 	Aladdin Capital Management LLC, as Lender
		
	By:	 	/s/ James Bragg
		 	Name: James Bragg
		 	Title: Designated Signatory



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	LIMEROCK CLO I
		
	By:	 	INVESCO Senior Secured Management, Inc. As Investment Manager
		
	By:	 	/s/ Thomas Ewald
		 	Name: Thomas Ewald
		 	Title: Authorized Signatory



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	 LOOMIS SAYLES CLO I, LTD.
 As Lender

		
	By:	 	Loomis Sayles & Company, L.P., Its Collateral Manager
		
	By:	 	Loomis Sayles & Company, Incorporated, Its General Manager
		
	By:	 	/s/ Mary McCarthy
		 	Name: Mary McCarthy
		 	Title: Vice President



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	Lord Abbett Bond Debenture Fund, Inc.
		
	By:	 	/s/ Christopher Towle
		 	Name: Christopher Towle
		 	Title: Portfolio Manager



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	Lord Abbett Investment Trust – Lord Abbett Floating Rate Fund
		
	By:	 	/s/ Christopher Towle
		 	Name: Christopher Towle
		 	Title: Portfolio Manager



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	Lord Abbett Series Fund, Inc. – Bond Debenture Portfolio
		
	By:	 	/s/ Christopher Towle
		 	Name: Christopher Towle
		 	Title: Portfolio Manager



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	MAGNOLIA FUNDING
		
	By:	 	/s/ Richard Taylor
		 	Name: Richard Taylor
		 	Title: Authorized Signatory



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	 MET INVESTORS SERIES TRUST
 MET/EATON VANCE FLOATING RATE PORTFOLIO
 BY EATON VANCE MANAGEMENT

AS INVESTMENT SUB-ADVISOR

		
	By:	 	/s/ Michael B. Botthof
		 	Name: Michael B. Botthof
		 	Title: Vice President



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	Morgan Stanley Investment Management Croton, Ltd.
	By:	 	Invesco Senior Secured Management, Inc. As Collateral Manager
		
	By:	 	/s/ Thomas Ewald
		 	Name: Thomas Ewald
		 	Title: Authorized Signatory



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	MOSELLE CLO S.A.
	By:	 	INVESCO Senior Secured Management, Inc. As Collateral Manager
		
	By:	 	/s/ Thomas Ewald
		 	Name: Thomas Ewald
		 	Title: Authorized Signatory



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	MSIM Peconic Bay, Ltd.
	By:	 	Invesco Senior Secured Management, Inc. As Collateral Manager
		
	By:	 	/s/ Thomas Ewald
		 	Name: Thomas Ewald
		 	Title: Authorized Signatory



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	NACM CLO I
		
	By:	 	/s/ Joanna Willars
		 	Name: Joanna Willars
		 	Title: VP, Authorized Signatory



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	NAUTIQUE FUNDING LTD.
	By:	 	INVESCO Senior Secured Management, Inc. As Collateral Manager
		
	By:	 	/s/ Thomas Ewald
		 	Name: Thomas Ewald
		 	Title: Authorized Signatory



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	NCRAM Loan Trust
		
	By:	 	/s/ Steven Rosenthal
		 	Name: Steven Rosenthal
		 	Title: Executive Director



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	Neptune Finance CCS, Ltd.
		
	By:	 	Gulf Stream Asset Management LLC
		 	As Collateral Manager
		
	By:	 	/s/ Joe Moroney
		 	Name: Joe Moroney
		 	Title: Vice President



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	Nob Hill CLO, Ltd
		
	By:	 	/s/ Kyle Jennings
		 	Name: Kyle Jennings
		 	Title: Managing Director



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	Nomura Bond & Loan Fund
		
	By:	 	/s/ Steven Rosenthal
		 	Name: Steven Rosenthal
		 	Title: Executive Director



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	OCEAN TRAILS CLO I
		
	By:	 	West Gate Horizons Advisors LLC,
		 	as Investment Manager
		
	By:	 	/s/ Bradley Bryan
		 	Name: Bradley Bryan
		 	Title: Senior Credit Analyst



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG AFFINION GROUP HOLDINGS, INC., AFFINION
GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.
	
	OCEAN TRAILS CLO II
		
	By:	 	 West Gate Horizons Advisors LLC,

as Investment Manager

		
	By:	 	/s/ Bradley Bryan
		 	Name: Bradley Bryan
		 	Title: Senior Credit Analyst



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	 SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE,
AMONG AFFINION GROUP HOLDINGS, INC., AFFINION GROUP, INC., THE VARIOUS AGENTS PARTY THERETO, THE LENDERS PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND DEUTSCHE BANK SECURITIES INC.

 

	OCTAGON INVESTMENT PARTNERS VII, LTD.
		
	By:	 	 Octagon Credit Investors, LLC

as Collateral Manager

	
	OCTAGON INVESTMENT PARTNERS VIII, LTD.
		
	By:	 	 Octagon Credit Investors, LLC

as Collateral Manager

	
	OCTAGON INVESTMENT PARTNERS IX, LTD.
		
	By:	 	 Octagon Credit Investors, LLC

as Manager

	
	OCTAGON INVESTMENT PARTNERS X, LTD.
		
	By:	 	 Octagon Credit Investors, LLC

as Collateral Manager

	
	OCTAGON INVESTMENT PARTNERS XI, LTD.
		
	By:	 	 Octagon Credit Investors, LLC

as Collateral Manager

	
	HAMLET II, LTD.
		
	By:	 	 Octagon Credit Investors, LLC

as Collateral Manager

	
	OCTAGON INVESTMENT PARTNERS XII, LTD.
		
	By:	 	 Octagon Credit Investors, LLC

as Portfolio Manager



  

  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	US BANK N.A., solely as trustee of the DOLL Trust
(for Qualified Institutional Investors only), (and not
in its individual capacity)
	By:	 	Octagon Credit Investors, LLC
		 	as Portfolio Manager
		
	By:	 	/s/ Margaret B. Harvey
		 	Name: Margaret B. Harvey
		 	Title: Managing Director of Portfolio Administration



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	One Wall Street CLO II LTD
		
	By:	 	Alcentra NY, LLC,
		 	as investment advisor
		
	By:	 	/s/ Daymian Campbell
		 	Name: Daymian Campbell
		 	Title: Vice President



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	Oppenheimer Master Loan Fund, LLC
		
	By:	 	/s/ Jason Reuter
		 	Name: Jason Reuter
		 	Title: AVP
	
	Brown Brothers Harriman & Co. acting as
	Agent for OppenheimerFunds, Inc.



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	Oppenheimer Global Allocation Fund
		
	By:	 	/s/ Jason Reuter
		 	Name: Jason Reuter
		 	Title: AVP
	
	Brown Brothers Harriman & Co. acting as
	Agent for OppenheimerFunds, Inc.



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	Oppenheimer Senior Floating Rate Fund
		
	By:	 	/s/ Jason Reuter
		 	Name: Jason Reuter
		 	Title: AVP
	
	Brown Brothers Harriman & Co. acting as
	Agent for OppenheimerFunds, Inc.



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	Oppenheimer Global Strategic/VA
		
	By:	 	/s/ Jason Reuter
		 	Name: Jason Reuter
		 	Title: AVP
	
	Brown Brothers Harriman & Co. acting as
	Agent for OppenheimerFunds, Inc.



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	Pacific Select Fund Floating Rate Loan Portfolio
		
	By:	 	Eaton Vance Management
		 	as Investment Sub-Advisor
		
	By:	 	/s/ Michael B. Botthof
		 	Name: Michael B. Botthof
		 	Title: Vice President



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	Pacific Life Funds – PL Floating Rate Loan Fund
		
	By:	 	Eaton Vance Management
		 	as Investment Sub-Advisor
		
	By:	 	/s/ Michael B. Botthof
		 	Name: Michael B. Botthof
		 	Title: Vice President



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	Pacifica CDO III LTD
		
	By:	 	Alcentra NY, LLC,
		 	as investment advisor
		
	By:	 	/s/ Daymian Campbell
		 	Name: Daymian Campbell
		 	Title: Vice President



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	Pacifica CDO V LTD
		
	By:	 	Alcentra NY, LLC,
		 	as investment adviser
		
	By:	 	/s/ Daymian Campbell
		 	Name: Daymian Campbell
		 	Title: Vice President



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	Pacifica CDO VI LTD
		
	By:	 	Alcentra NY, LLC,
		 	as investment adviser
		
	By:	 	/s/ Daymian Campbell
		 	Name: Daymian Campbell
		 	Title: Vice President



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	 Pioneer Absolute Return Credit Fund Pioneer Diversified High Income Trust Pioneer Bond Fund

Met Investors Series Trust – Pioneer Strategic     Income Portfolio
 Pioneer Floating Rate Fund
 Pioneer High Yield Fund

Pioneer Global High Yield Fund
 Pioneer
Institutional Solutions – Credit Opportunities
 Pioneer Floating Rate Trust
 Pioneer Strategic Income Fund

		
	By:	 	Pioneer Investment Management, Inc.
		
	By:	 	/s/ Margaret C. Begley
		 	Name: Margaret C. Begley
		 	Title: Secretary and Associate General Counsel
	
	 Metropolitan Water Reclamation District Retirement     Fund

White Mountain Sub-Acct 193 Fund
 Pioneer
Institutional Core Plus Portfolio
 Montpelier Investments Holdings Ltd.
 Pioneer Core Plus Fixed Income Trust




  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	By:	 	Pioneer Institutional Asset Management, Inc.
		
	By:	 	/s/ Margaret C. Begley
		 	Name: Margaret C. Begley
		 	Title: Secretary and Associate General Counsel



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	PowerShares Senior Loan Portfolio
		
	By:	 	Invesco Senior Secured Management, Inc.
		 	As Collateral Manager
		
	By:	 	/s/ Thomas Ewald
		 	Name: Thomas Ewald
		 	Title: Authorized Signatory



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	PPM GRAYHAWK CLO, LTD.
		
	By:	 	/s/ Chris Kappas
		 	Name: Chris Kappas
		 	Title: Managing Director



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	PPM Monarch Bay Funding LLC
		
	By:	 	/s/ Stacy Lai
		 	Name: Stacy Lai
		 	Title: Assistant Vice President



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	Prospero CLO II B.V.
		
	By:	 	 Alcentra NY, LLC,
 as
investment advisor

		
	By:	 	/s/ Daymian Campbell
		 	Name: Daymian Campbell
		 	Title: Vice President



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	PUTNAM ABSOLUTE RETURN 300 FUND
		
	By:	 	Putnam Investment Management, LLC
		
	By:	 	/s/ Kevin Parnell
		 	Name: Kevin Parnell
		 	Title: Manager



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	PUTNAM FLOATING RATE INCOME FUND
		
	By:	 	/s/ Beth Mazor
		 	Name: Beth Mazor
		 	Title: V.P.



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	QUALCOMM Global Trading Pte. Ltd.
		
	By:	 	Invesco Senior Secured Management, Inc.
		 	as Investment Manager
		
	By:	 	/s/ Thomas Ewald
		 	Name: Thomas Ewald
		 	Title: Authorized Signatory



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	REGATTA FUNDING LTD.
		
	By:	 	Citi Alternative Investments LLC, attorney-in-fact
		
	By:	 	/s/ Melanie Hanlon
		 	Name: Melanie Hanlon
		 	Title: Authorized Signatory



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	RiverSource Life Insurance Company
		
	By:	 	/s/ Robin C. Stancil
		 	Name: Robin C. Stancil
		 	Title: Authorized Signatory



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	ROSEDALE CLO LTD.
		
	By:	 	 Princeton Advisory Group, Inc.
 the Collateral Manager

		
	By:	 	/s/ Troy Isaksen
		 	Name: Troy Isaksen
		 	Title: Portfolio Manager



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	THE ROYAL BANK OF SCOTLAND PLC
		
	By:	 	RBS Securities Inc.,
		 	its Agent
		
	By:	 	/s/ Matthew S. Rosencrans
		 	Name: Matthew S. Rosencrans
		 	Title: Vice President



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	SANDELMAN FINANCE 2006-2, LTD
		
	By:	 	Mercer Park, LP
		 	As Collateral Manager
		
	By:	 	/s/ Andrew C. Curtis
		 	Name: Andrew C. Curtis
		 	Title: Portfolio Manager



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	SARATOGA CLO I, LIMITED
		
	By:	 	INVESCO Senior Secured Management, Inc.
		 	As the Asset Manager
		
	By:	 	/s/ Thomas Ewald
		 	Name: Thomas Ewald
		 	Title: Authorized Signatory



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	SENIOR DEBT PORTFOLIO
		
	By:	 	Boston Management and Research
		 	as Investment Advisor
		
	By:	 	/s/ Michael B. Botthof
		 	Name: Michael B. Botthof
		 	Title: Vice President



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	SEI INSTITUTIONAL INVESTMENTS TRUST ENHANCED LIBOR OPPORTUNITIES FUND
		
	By:	 	ARES MANAGEMENT LLC,
		 	as Portfolio Manager
		
	By:	 	/s/ John Leupp
		 	Name: John Leupp
		 	Title: Authorized Signatory



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	SEI INSTITUTIONAL MANAGED TRUST ENHANCED INCOME FUND
		
	By:	 	ARES MANAGEMENT LLC,
		 	AS PORTFOLIO MANAGER
		
	By:	 	/s/ John Leupp
		 	Name: John Leupp
		 	Title: Authorized Signatory



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	Shackleton CLO I LTD
		
	By:	 	Alcentra NY, LLC,
		 	as investment advisor
		
	By:	 	/s/ Daymian Campbell
		 	Name: Daymian Campbell
		 	Title: Vice President



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
									
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	[NAME OF INSTITUTION]
	
	Silver Oak Capital, L.L.C., as nominee for AG MM, L.P.; AG Capital Recovery Partners VII, L.P.; AG Eleven Partners, L.P.; Nutmeg Partners, L.P.; AG Princess, LP; and AG
Super Fund L.P.
		
	By:	 	/s/ Thomas M. Fuller
		 	Name: Thomas M. Fuller
		 	Title: Authorized Signature
	
	AG CENTRE STREET PARTNERSHIP, L.P.
		
	By:	 	AG Centre Street GP LLC General Partner
		
		 	By: Angelo, Gordon & Co., L.P. Manager
					
		 		 		 	By:	 	/s/ Thomas M. Fuller
		 		 		 	Name: Thomas M. Fuller
		 		 		 	Title: Authorized Signature



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
							
	AG SUPER FUND INTERNATIONAL LTD.
		
	By:	 	Angelo, Gordon Management LLC, Director
			
		 	By:	 	Angelo, Gordon & Co., L.P., Managing Member
				
		 		 	By:	 	/s/ Thomas M. Fuller
		 		 		 	Name: Thomas M. Fuller
		 		 		 	Title: Authorized Signature



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	Spring Road CLO 2007-1, LTD.
		
	By:	 	Denali Capital LLC, managing member of
		 	DC Funding Partners, LLC,
		 	Collateral Manager
		
	By:	 	/s/ Nicole Kouba
		 	Name: Nicole Kouba
		 	Title: Vice President



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	STICHTING DEPOSITARY APG FIXED INCOME CREDITS POOL, as a Lender
		
	By:	 	apg Asset Management US Inc.
		
	By:	 	/s/ Michael J. Leiva
		 	Name: Michael J. Leiva
		 	Title: Portfolio Manager



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	SUPERANNUATION FUNDS MANAGEMENBT CORPORATION OF SOUTHERN AUSTRALIA
		
	By:	 	ARES HIGH YIELD STRATEGIES FUND IV MANAGEMENT, L.P.,
		 	ITS INVESTMENT MANAGER
		
	By:	 	ARES HIGH YIELD STRATEGIES FUND IV G.P., LLC,
		
		 	ITS GENERAL PARTNER
		
	By:	 	/s/ John Leupp
		 	Name: John Leupp
		 	Title: Authorized Signatory



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	Swiss Capital Pro Loan III Plc
		
	By:	 	GoldenTree Asset Management, LP
		
	By:	 	/s/ Karen Weber
		 	Name: Karen Weber
		 	Title: Director – Bank Debt



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	TRIMARAN CLO IV LTD.
		
	By:	 	Trimaran Advisors, L.L.C.
		
	By:	 	/s/ Dominick Mazzitelli
		 	Name: Dominick Mazzitelli
		 	Title: President



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	TRIMARAN CLO V LTD.
		
	By:	 	Trimaran Advisors, L.L.C.
		
	By:	 	/s/ Dominick Mazzitelli
		 	Name: Dominick Mazzitelli
		 	Title: President



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	TRIMARAN CLO VI LTD.
		
	By:	 	Trimaran Advisors, L.L.C.
		
	By:	 	/s/ Dominick Mazzitelli
		 	 Name: Dominick Mazzitelli

Title: President




  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	TRIMARAN CLO VII LTD.
		
	By:	 	Trimaran Advisors, L.L.C.
		
	By:	 	/s/ Dominick Mazzitelli
		 	 Name: Dominick Mazzitelli

Title: President




  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	UBS AG, STAMFORD BRANCH
		
	By:	 	/s/ Irja R. Otsa
		 	 Name: Irja R. Otsa
 Title:
Associate Director

		
	By:	 	/s/ Lana Gifas
		 	 Name: Lana Gifas
 Title:
Director




  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARlOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	The University of Chicago
		
	By:	 	GoldenTree Asset Management, LP
		
	By:	 	/s/ Karen Weber
		 	 Name: Karen Weber
 Title:
Director – Bank Debt




  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	VALHOLL, LTD.
		
	By:	 	Regiment Capital Management, LLC as its Investment Advisor
		
	By:	 	/s/ Mark A. Brostowski
		 	 Mark A. Brostowski

Authorized Signatory




  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	VECTOR TRADING (CAYMAN), L.P.
	By its general partner
	
	VCP CREDIT, L.L.C.
		
	By:	 	/s/ David Baylor
		 	 Name: David Baylor
 Title:
Chief Operating Officer




  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	Vela Dollar Funding Limited
		
	By:	 	/s/ Sinisa Krnic
		 	 Name: Sinisa Krnic
 Title:
Director




  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	Venture IX CDO, Limited
		
	By:	 	its investment advisor, MJX Asset Management, LLC
		
	By:	 	/s/ Atha Baugh
		 	 Name: Atha Baugh
 Title:
Managing Director




  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	Venture V CDO, Limited
		
	By:	 	its investment advisor, MJX Asset Management, LLC
		
	By:	 	/s/ Atha Baugh
		 	 Name: Atha Baugh
 Title:
Portfolio Manager




  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	Venture VI CDO, Limited
		
	By:	 	its investment advisor, MJX Asset Management, LLC
		
	By:	 	/s/ Atha Baugh
		 	 Name: Atha Baugh
 Title:
Managing Director




  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	Venture VII CDO, Limited
		
	By:	 	its investment advisor, MJX Asset Management, LLC
		
	By:	 	/s/ Atha Baugh
		 	 Name: Atha Baugh
 Title:
Managing Director




  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	Venture VIII CDO, Limited
		
	By:	 	its investment advisor, MJX Asset Management, LLC
		
	By:	 	/s/ Atha Baugh
		 	 Name: Atha Baugh
 Title:
Managing Director




  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	Venture X CDO, Limited
		
	By:	 	its investment advisor, MJX Asset Management, LLC
		
	By:	 	/s/ Atha Baugh
		 	 Name: Atha Baugh
 Title:
Portfolio Manager




  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	Veritas CLO II, LTD
		
	By:	 	Alcentra NY, LLC, as investment advisor
		
	By:	 	/s/ Daymian Campbell
		 	 Name: Daymian Campbell

Title: Vice President




  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	WASATCH CLO LTD
		
	By:	 	INVESCO Senior Secured Management, Inc., As Portfolio Manager
		
	By:	 	/s/ Thomas Ewald
		 	 Name: Thomas Ewald
 Title:
Authorized Signatory




  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	Westbrook CLO, Ltd.
		
	By:	 	Shenkman Capital Management, Inc.,
		 	as Investment Manager
		
	By:	 	/s/ Richard H. Weinstein
		 	Name: Richard H. Weinstein
		 	Title: Chief Operating Officer



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	Westbrook CLO I LTD
		
	By:	 	Alcentra NY, LLC, as investment advisor
		
	By:	 	/s/ Daymian Campbell
		 	Name: Daymian Campbell
		 	Title: Vice President



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	Westbrook CDO II LTD
		
	By:	 	Alcentra NY, LLC, as investment advisor
		
	By:	 	/s/ Daymian Campbell
		 	Name: Daymian Campbell
		 	Title: Vice President



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	WG HORIZONS CLO I
		
	By:	 	West Gate Horizons Advisors LLC,
		 	as Investment Manager
		
	By:	 	/s/ Bradley Bryan
		 	Name: Bradley Bryan
		 	Title: Senior Credit Analyst



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	WhiteHorse II, Ltd.
		
	By:	 	WhiteHorse Capital Partners, LP
		 	as collateral manager
		
	By:	 	WhiteHorse Asset Advisor, LLC, its GP
		
	By:	 	/s/ Ethan M. Underwood, CFA
		 	Name: Ethan M. Underwood, CFA
		 	Title: Portfolio Manager



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	WhiteHorse III, Ltd.
		
	By:	 	WhiteHorse Capital Partners, LP
		 	as collateral manager
		
	By:	 	WhiteRock Asset Advisor, LLC, its GP
		
	By:	 	/s/ Ethan M. Underwood, CFA
		 	Name: Ethan M. Underwood, CFA
		 	Title: Portfolio Manager



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	WhiteHorse IV, Ltd.
		
	By:	 	WhiteHorse Capital Partners, LP
		 	as collateral manager
		
	By:	 	WhiteRock Asset Advisor, LLC, its GP
		
	By:	 	/s/ Ethan M. Underwood, CFA
		 	Name: Ethan M. Underwood, CFA
		 	Title: Portfolio Manager



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	WIND RIVER CLO I LTD.
		
	By:	 	THL Credit Senior Loan Strategies LLC,
		 	as Manager
		
	By:	 	/s/ Kathleen A. Zarn
		 	Name: Kathleen A. Zarn
		 	Title: Vice President



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	WIND RIVER CLO II – TATE INVESTORS, LTD.
		
	By:	 	THL Credit Senior Loan Strategies LLC,
		 	as Manager
		
	By:	 	/s/ Kathleen A. Zarn
		 	Name: Kathleen A. Zarn
		 	Title: Vice President



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	XL RE Ltd.
		
	By:	 	Regiment Capital Management, LLC
		 	as its Investment Advisor
		
	By:	 	/s/ Mark A. Brostowski
		 	Name: Mark A. Brostowski
		 	Title: Authorized Signatory



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED CREDIT
AGREEMENT, DATED AS OF THE DATE FIRST
WRITTEN ABOVE, AMONG AFFINION
GROUP
HOLDINGS, INC., AFFINION GROUP, INC., THE
VARIOUS AGENTS PARTY THERETO, THE
LENDERS PARTY THERETO, BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT
AND DEUTSCHE BANK SECURITIES INC.
	
	Zeus Trading LLC
		
	By:	 	/s/ Stacy Lai
		 	Name: Stacy Lai
		 	Title: Assistant Vice President



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO AFFINION AMENDED AND RESTATED CREDIT AGREEMENT] 








 CONSENT 
 Dated as of November 20, 2012 
 Reference is made to (a) Amendment No, 1
to the Amended and Restated Credit Agreement, dated as of November 20, 2012 (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 Amended and Restated Credit Agreement, dated as of April 9, 2010, among Affinion Group Holdings, Inc., Affinion Group, Inc., as the Borrower, Bank of America, N.A., as administrative agent for the Lenders, and
the Lenders and Agents referred to therein (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. 1 Effective Date, except that, on and after the Amendment No. 1 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.
1 to the Affinion Credit Agreement 








 AFFINION BENEFITS GROUP, LLC 
 AFFINION BRAZIL HOLDINGS I, LLC 
 AFFINION BRAZIL HOLDINGS II, LLC 

AFFINON DATA SERVICES, INC. 
 AFFINION GROUP, LLC

 AFFINION LOYALTY, LLC 
 AFFINION
LOYALTY ACQUISITION, LLC 
 AFFINION LOYALTY GROUP, INC. 
 AFFINION PUBLISHING, LLC 
 BREAKFIVE, LLC 
 CARDWELL AGENCY, INC. 
 CCAA, CORPORATION 
 CONNEXIONS LOYALTY TRAVEL SOLUTIONS LLC 
 GLOBAL PROTECTION SOLUTIONS, LLC 

INTERNATIONAL TRAVEL FULFILLMENT LLC 
 LIFT
MEDIA, LLC 
 LONG TERM PREFERRED CARE, INC. 
 LOYALTY TRAVEL AGENCY LLC 
 PROSPECTIV DIRECT, INC. 

TRAVELERS ADVANTAGE SERVICES, INC. 
 TRILEGIANT
AUTO SERVICES, INC. 
 TRILEGIANT CORPORATION 
 TRILEGIANT INSURANCE SERVICES, INC. 
 TRILEGIANT RETAIL SERVICES, INC. 

WATCHGUARD REGISTRATION SERVICES, INC. 

WEBLOYALTY HOLDINGS, INC. 
 WEBLOYALTY.COM, INC.

  

					
	By:	 	/s/ Todd Siegel
		 	Name: Todd Siegel
		 	Title: EVP
	
	CUC ASIA HOLDINGS, by its partners
		
		 	 By: Trilegiant Retail Services, Inc.
 By: Trilegiant Corporation

			
		 	By:	 	/s/ Todd Siegel
		 		 	 Name: Todd Siegel
 Title:
EVP



  
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