AMENDMENT NO. 1 TO THE CREDIT AGREEMENT

Exhibit 10.1

Execution Version

AMENDMENT NO. 1 TO THE CREDIT AGREEMENT

Dated as of December 22, 2006        

AMENDMENT NO. 1 TO THE CREDIT AGREEMENT among Affinion Group Holdings, Inc., a Delaware corporation (“Holdings”), Affinion Group, Inc., a Delaware corporation (the “Borrower”), the Lenders (as defined in the Credit Agreement referred to below) listed on the signature pages hereto, the various agents party hereto, and Credit Suisse, Cayman Islands Branch, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

PRELIMINARY STATEMENTS:

(1) Holdings and the Borrower have entered into that certain Credit Agreement, dated as of October 17, 2005 (the “Credit Agreement”) with the Administrative Agent, Deutsche Bank Securities, Inc, as syndication agent, and Bank of America, N.A. and BNP Paribas Securities Corp., as documentation agents. Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement.

(2) Holdings and the Borrower have requested and the undersigned Lenders and the Administrative Agent have agreed, on the terms and conditions stated below, to amend and modify the Credit Agreement as set forth herein.

(3) Accordingly, in consideration of the mutual agreements set forth herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows, effective as of the Amendment No. 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 therein the following new defined terms in the correct alphabetical order:

“Amendment No. 1” means Amendment No. 1 dated as of December 22, 2006, to the Credit Agreement dated as of October 17, 2005 among Holdings, the Borrower, each of the Lenders listed on the signature pages thereto and the Administrative Agent.

“Amendment No. 1 Effective Date” has the meaning specified in Amendment No. 1.

“Qualifying IPO” means the issuance by Holdings of its common Equity Interests in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) yielding at least $50,000,000 pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act (whether alone or in connection with a secondary public offering).

“Term Loan Pricing Grid” shall mean the table set forth below:

Corporate Family Rating		Applicable Margin for ABR Term Loans			Applicable Margin for Eurocurrency Term Loans
B+ or better from S&P and B1 or better from Xxxxx’x		1.25	%		2.25	%
Not B+ or better from S&P and B1 or better from Xxxxx’x		1.50	%		2.50	%

(b) Section 1.01 of the Credit Agreement is hereby further amended by:

(i) Restating the definition of “Applicable Margin” contained therein in its entirety to read as follows:

“Applicable Margin” shall mean for any day (a) with respect to any Term Loan comprising a Eurocurrency Loan, the Applicable Margin which is a function of the corporate family rating of the Borrower by Xxxxx’x and S&P, as set forth on the Term Loan Pricing Grid; (b) with respect to any Term Loan comprising an ABR Loan, the Applicable Margin which is a function of the corporate family rating of the Borrower by Xxxxx’x and S&P, as set forth on the Term Loan Pricing Grid; and (c) with respect to the Commitment Fee, 0.50% per annum; provided, that on and after the first Adjustment Date occurring after the delivery of financial statements pursuant to Section 5.04 for the first fiscal quarter of the Borrower commencing after the Closing Date, the Applicable Margin with respect to Revolving Facility Loans and Swingline Loans will be determined pursuant to the Pricing Grid.

(ii) Restating the definition of “Change in Control” in its entirety to read as follows:

A “Change in Control” shall be deemed to occur if:

(a) a majority of the seats (other than vacant seats) on the Board of Directors of Holdings shall at any time be occupied by persons who were neither (a) nominated by the Board of Directors of Holdings or a Permitted Holder, (b) appointed by directors so nominated nor (c) appointed by the Fund or a Fund Affiliate; or

(b) a “change of control” shall occur under (i) the Senior Notes, the Bridge Loan Agreement, the Senior Subordinated Notes or any Permitted Refinancing Indebtedness in respect of any of the foregoing, (ii) the Seller Preferred Equity or (iii) any Material Indebtedness; or

(c) Holdings shall fail to own, directly or indirectly, beneficially and of record, 100% of all issued and outstanding Equity Interests of the Borrower; or

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(d) before a Qualifying IPO, Permitted Holders, collectively, shall fail to own beneficially, directly or indirectly, in the aggregate Equity Interests representing at least 51% of (i) the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of Holdings or (ii) the common stock represented by the issued and outstanding Equity Interests of Holdings; or

(e) on or after a Qualifying IPO, any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) other than any one or more members of the Permitted Holders becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire (such right, an “option right”), whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of (i) 35% or more of the Equity Interests of Holdings entitled to vote for members of the board of directors or equivalent governing body of such Person on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right) and (ii) Equity Interests with greater voting power than the Equity Interests owned by the Permitted Holders.

(c) Section 6.01 of the Credit Agreement is hereby amended by deleting the “and” at the end of clause (v), replacing the period at the end of clause (w) with “; and” and adding a new clause (x) to read as follows:

“(x) Indebtedness consisting of an unsecured corporate purchase card program in an aggregate amount at any time outstanding pursuant to this paragraph (x) not in excess of $40,000,000.”

SECTION 2. UK Borrower Facility. The Lenders hereby consent to an amendment of the Credit Agreement and/or separate documentation to provide for a facility (which may or may not be a subfacility under the Revolving Facility Commitments) to make revolving credit facility loans to a subsidiary of the Borrower organized under the laws of England and Wales (the “UK Borrower”) in an aggregate principal amount up to $25,000,000, all on terms and conditions and pursuant to documentation to be reasonably satisfactory to the Administrative Agent, the Borrower and Holdings, including terms with respect to providing local and other collateral and guaranties therefor to the extent legally permissible as well as appropriate resolutions, legal opinions and other closing documentation; provided that no Revolving Facility Lender shall be required to commit to or provide such facility.

SECTION 3. Conditions of Effectiveness. This Amendment is subject to the provisions of Section 9.08 of the Credit Agreement. This Amendment shall become effective as of the date when, and only when, (the “Amendment No. 1 Effective Date”) each of the following conditions shall have been fulfilled to the satisfaction of the Administrative Agent:

The Administrative Agent shall have received counterparts of this Amendment executed by Holdings, the Borrower, each of the Tranche B Lenders and the Required Lenders

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or, as to any of such Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Amendment, and the Administrative Agent shall have additionally received all of following documents, each of which (unless otherwise specified) shall be dated the date of receipt thereof by the Administrative Agent (unless otherwise specified) and in sufficient copies for each Lender, in form and substance satisfactory to the Administrative Agent (unless otherwise specified) and in sufficient copies for each Lender:

(i) Counterparts of the consent attached hereto executed by each Subsidiary Guarantor; and

(ii) A certificate signed by a duly authorized officer of Holdings and the Borrower stating that:

(A) The representations and warranties contained in the Loan Documents and in Section 4 hereof that are qualified by materiality are true and correct, and each of such representations and warranties that are no so qualified are true and correct in all material respects, in each case, on and as of the date of such certificate as though made on and as of such date other than any such representations and warranties that, by their terms, expressly refer to a specific date other than the date of such certificate, in which case as of such specific date; and

(B) As of Amendment No. 1 Effective Date, no event has occurred and is continuing that constitutes a Default or an Event of Default.

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).

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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 Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment.

(b) The Credit Agreement, the Notes and each of the other Loan Documents, as specifically amended by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations of the Loan Parties under the Loan Documents, in each case as amended by this Amendment.

(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.

SECTION 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 and the preparation, execution, delivery and administration, modification and amendment of this Amendment and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent) in accordance with the terms of Section 9.05 of the Credit Agreement.

SECTION 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.

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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/ Xxxxxxxxx Xxxxxx
Title:		President and Chief Executive Officer
AFFINION GROUP HOLDINGS, INC.
By		/s/ Xxxxxxxxx Xxxxxx
Title:		President and Chief Executive Officer

CREDIT SUISSE, CAYMAN ISLANDS BRANCH,
as Administrative Agent and as Lender
By		/s/ Xxxx X’Xxxx
Title:		Director
By		/s/ Xxxxxx X. Xxxxxxx
Title:		Associate

		SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AFFINION GROUP, INC. CREDIT AGREEMENT DATED AS OF OCTOBER 17, 2005
		Agreed as of the date first above written:
Lender:		Cambria Institutional Loan Fund
		By Alcentra, Inc as its Investment Manager
		By:		/s/ Xxxx Xxxxxx
		Title:		SVP
Lender:		Pacifica CDO V, LTD
		By:		/s/ Xxxx Xxxxxx
		Title:		SVP
Lender:		Alcentra Warehouse, LTD
		By:		/s/ Xxxx Xxxxxx
		Title:		SVP
Lender:		Xxxxx Street CLO II Ltd
		By:		/s/ Xxxxxxx Xxxxxx
		Title:		Director
				SunTrust Capital Markets, Inc.
Lender:		Xxxxx Funding CLO 2005-1 Ltd.
		By:		/s/ Xxxxxxx Xxxxxx
		Title:		Director
				SunTrust Capital Markets, Inc.
Lender:		WhiteHorse III, Ltd.
		By:		WhiteHorse Capital Partners, L.P.
				As Collateral Manager
		By:		/s/ Xxx Xxxxxxx, CFA
		Title:		Portfolio Manager

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Lender:		KC CLO II PLC
		By:		/s/ X. Xxxxxx
		Title:
		By:		/s/ X. Xxxxxx
		Title:
Lender:		Xxxxxx Floating Rate Income Fund
		By:		/s/ Xxxx Xxxxx
		Title:		V.P.
Lender:		Xxxxxx Bank Loan Fund (Cayman)
		Master Fund, a series of the Xxxxxx Offshore Master Series Trust,
		By:		The Xxxxxx Advisory Company, LLC
		By:		/s/ Xxxxxx Xxxxx
		Title:		Vice President
Lender:		Boston Harbor CLO 2004-1, Ltd.
		By:		/s/ Xxxx Xxxxx
		Title:		V.P.
Lender:		Xxxxxx Diversified Income Trust
		By:		/s/ Xxxx Xxxxx
		Title:		V.P.
Lender:		Xxxxxx Master Intermediate Income Trust
		By:		/s/ Xxxx Xxxxx
		Title:		V.P.
Lender:		Xxxxxx Premier Income Trust
		By:		/s/ Xxxx Xxxxx
		Title:		V.P.

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Lender:		Xxxxxx Variable Trust –PVT
		Diversified Income Fund
		By:		/s/ Xxxx Xxxxx
		Title:		V.P.
Lender:		Rosedale CLO, Ltd.
		By:		Princeton Advisory Group, Inc.,
				the Collateral Manager acting as attorney-in-fact
		By:		/s/ Xxxxxxxx Xxxxxx
		Title:		Vice President
Lender:		Global Leveraged Capital Credit Opportunity Fund I
		By:		Global Leveraged Capital Management, LLC
		By:		/s/ Xxxxxx Xxxxxx
		Title:		Senior Analyst
Lender:		The Hartford Mutual Funds, Inc., on behalf of the
		Hartford Floating Rate Fund
		By:		Hartford Investment Management Company,
				its sub-advisor
		By:		/s/ Xxxx X. Xxxxxx
		Title:		Senior Vice President
Lender:		Hartford Institutional Trust, on behalf of its Floating Rate Bank Loan Series
		By:		Hartford Investment Management Company,
				Its Investment Manager
		By:		/s/ Xxxx X. Xxxxxx
		Title:		Senior Vice President
Lender:		Premium Loan Trust I, Ltd.
		By:		/s/ Xxxxx Xxxxxx
		Title:		Director
Lender:		Light Point CLO III, Ltd.
		By:		/s/ Xxxxx Xxxxxx
		Title:		Director

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Lender:		Light Point CLO IV, Ltd.
		By:		/s/ Xxxxx Xxxxxx
		Title:		Director
Lender:		Light Point CLO V, Ltd.
		By:		/s/ Xxxxx Xxxxxx
		Title:		Director
Lender:		Nob Hill CLO, Limited
		By:		/s/ Xxxxxxx Xxxx
		Title:		Portfolio Manager
Lender:		Bank of America N.A.
		By:		/s/ Xxxxxxx X. Roof
		Title:		Vice President
Lender:		Stitching Pensioenfonds ABP
		By:		ABP Investments US, Inc., its agent
		By:		/s/ Xxxx Xxxxxxxx
		Title:		President/CEO
		By:		/s/ Xxxxxx Xxxxxxx
		Title:		Managing Director/CIO
Lender:		IKB Capital Corporation
		By:		/s/ Xxxxx Xxxxxx
		Title:		President
Lender:		Wind River CLO I Ltd.
		By:		XxXxxxxxx Investment Management, LLC, as Manager
		By:		/s/ Xxxxxxxx X. Xxxx
		Title:		Vice President

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Lender:		Wind River CLO II – Xxxx Investors, Ltd.
		By:		XxXxxxxxx Investment Management, LLC, as Manager
		By:		/s/ Xxxxxxxx X. Xxxx
		Title:		Vice President
Lender:		XxXxxxxxx Loan Opportunity Ltd.
		By:		XxXxxxxxx Investment Management, LLC, as Investment Manager
		By:		/s/ Xxxxxxxx X. Xxxx
		Title:		Vice President
Lender:		Gannett Peak CLO I Ltd.
		By:		XxXxxxxxx Investment Management, LLC,
				as Investment Manager
		By:		/s/ Xxxxxxxx X. Xxxx
		Title:		Vice President
Lender:		Gulf Stream-Compass CLO 2002-I Ltd.
		By:		Gulf Stream Asset Management LLC
				as Collateral Manager
		Gulf Stream-Compass CLO 2003-I Ltd.
		By:		Gulf Stream Asset Management LLC, as Collateral Manager
		Gulf Stream-Compass CLO 2004-I Ltd.
		By:		Gulf Stream Asset Management LLC, as Collateral Manager
		Gulf Stream-Compass CLO 2005-II Ltd.
		By:		Gulf Stream Asset Management LLC, as Collateral Manager
		By:		/s/ Xxxx X. Xxxxxx
		Title:		Trader / Principal

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Lender:		Stone Tower CLO V Ltd.
		By:		Stone Tower Debt Advisor LLC, as its Collateral Manager
		By:		/s/ Xxxxxxx X. Xxxxxxxxx
		Title:		Authorized Signatory
Lender:		Granite Ventures Ltd.
		By:		Stone Tower Debt Advisor LLC, as its Collateral Manager
		By:		/s/ Xxxxxxx X. Xxxxxxxxx
		Title:		Authorized Signatory
Lender:		Granite Ventures II Ltd.
		By:		Stone Tower Debt Advisor LLC, as its Collateral Manager
		By:		/s/ Xxxxxxx X. Xxxxxxxxx
		Title:		Authorized Signatory
Lender:		Granite Ventures III Ltd.
		By:		Stone Tower Debt Advisor LLC, as its Collateral Manager
		By:		/s/ Xxxxxxx X. Xxxxxxxxx
		Title:		Authorized Signatory
Lender:		Stone Tower CLO II Ltd.
		By:		Stone Tower Debt Advisor LLC, as its Collateral Manager
		By:		/s/ Xxxxxxx X. Xxxxxxxxx
		Title:		Authorized Signatory
Lender:		Stone Tower CLO III Ltd.
		By:		Stone Tower Debt Advisor LLC, as its Collateral Manager
		By:		/s/ Xxxxxxx X. Xxxxxxxxx
		Title:		Authorized Signatory

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Lender:		Stone Tower CLO IV Ltd.
		By:		Stone Tower Debt Advisor LLC, as its Collateral Manager
		By:		/s/ Xxxxxxx X. Xxxxxxxxx
		Title:		Authorized Signatory
Lender:		Stone Tower CLO VI Ltd.
		By:		Stone Tower Debt Advisor LLC, as its Collateral Manager
		By:		/s/ Xxxxxxx X. Xxxxxxxxx
		Title:		Authorized Signatory
Lender:		Stone Tower CDO Ltd.
		By:		Stone Tower Debt Advisor LLC, as its Collateral Manager
		By:		/s/ Xxxxxxx X. Xxxxxxxxx
		Title:		Authorized Signatory
Lender:		Cornerstone CLO Ltd.
		By:		Stone Tower Debt Advisor LLC
				as its Collateral Manager
		By:		/s/ Xxxxxxx X. Xxxxxxxxx
		Title:		Authorized Signatory
Lender:		Rampart CLO I Ltd.
		By:		Stone Tower Debt Advisor LLC
				as its Collateral Manager
		By:		/s/ Xxxxxxx X. Xxxxxxxxx
		Title:		Authorized Signatory
Lender:		Stone Tower CDO II Ltd.
		By:		Stone Tower Debt Advisor LLC
				as its Collateral Manager
		By:		/s/ Xxxxxxx X. Xxxxxxxxx
		Title:		Authorized Signatory

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Lender:		Stone Tower Credit Funding I Ltd.
		By:		Stone Tower Fund Management LLC
				as its Collateral Manager
		By:		/s/ Xxxxxxx X. Xxxxxxxxx
		Title:		Authorized Signatory
Lender:		Allstate Life Insurance Company
		By:		/s/ Xxxxx Xxxxxxx
		Title:		Authorized Signatory
		By:		/s/ Xxxxxx X. Xxxxxxx
		Title:		Authorized Signatory
Lender:		AIMCO CLO, Series 2005-A
		By:		/s/ Xxxxx Xxxxxxx
		Title:		Authorized Signatory
		By:		/s/ Xxxxxx X. Xxxxxxx
		Title:		Authorized Signatory
Lender:		AIMCO CLO, Series 2006-A
		By:		/s/ Xxxxx Xxxxxxx
		Title:		Authorized Signatory
		By:		/s/ Xxxxxx X. Xxxxxxx
		Title:		Authorized Signatory
Lender:		The Bank of New York
		By:		/s/ Xxxxxxx X. Xxxxxxx
		Title:		Vice President
Lender:		Mountain View Funding CLO 2006-I, Ltd.
		By:		Seix Advisors, a fixed income division of
				Trusco Capital Management, Inc.,
				as Collateral Manager
		By:		/s/ Xxxxxx Xxxxxxxxx
		Title:		PM, Seix Advisors

8

Lender:		Mountain View CLO II, Ltd.
		By:		Seix Advisors, a fixed income division of
				Trusco Capital Management, Inc.,
				as Collateral Manager
		By:		/s/ Xxxxxx Xxxxxxxxx
		Title:		PM, Seix Advisors
Lender:		STI Classic Seix Floating Rate High Income Fund
		By:		Seix Advisors, a fixed income division of
				Trusco Capital Management, Inc.
		By:		/s/ Xxxxxx Xxxxxxxxx
		Title:		PM, Seix Advisors
Lender:		MFS Floating Rate Income Fund
		By:		/s/ Xxxxx X. Xxxxx
		Title:		Vice President
Lender:		MFS Floating Rate High Income Fund
		By:		/s/ Xxxxx X. Xxxxx
		Title:		Vice President
Lender:		Jersey Street CLO, Ltd.
		By:		/s/ Xxxxx X. Xxxxx
		Title:		Vice President
Lender:		Marlboro Street CLO, Ltd.
		By:		/s/ Xxxxx X. Xxxxx
		Title:		Vice President
Lender:		ACA CLO 2005-1, Limited
		ACA Management, LLC, as Investment Advisor
		By:		/s/ Xxxxxxx Xxxxxx
		Title:		Managing Director

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Lender:		ACA CLO 2006-2, Limited
		ACA Management, LLC,
		as Investment Advisor
		By:		/s/ Xxxxxxx Xxxxxx
		Title:		Managing Director
Lender:		Landmark CDO Limited
		By:		Aladdin Capital Management LLC,
				as Manager
		By:		/s/ Xxxxx Xxxxx
		Title:		Authorized Signatory
Lender:		Landmark III CDO Limited
		By:		Aladdin Capital Management LLC,
				as Manager
		By:		/s/ Xxxxx Xxxxx
		Title:		Authorized Signatory
Lender:		Landmark IV CDO Limited
		By:		Aladdin Capital Management LLC,
				as Manager
		By:		/s/ Xxxxx Xxxxx
		Title:		Authorized Signatory
Lender:		Landmark V CDO Limited
		By:		Aladdin Capital Management LLC,
				as Manager
		By:		/s/ Xxxxx Xxxxx
		Title:		Authorized Signatory
Lender:		Landmark VI CDO Limited
		By:		Aladdin Capital Management LLC,
				as Manager
		By:		/s/ Xxxxx Xxxxx
		Title:		Authorized Signatory

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Lender:		Grayrock CDO Limited
		By:		Aladdin Capital Management LLC,
				as Manager
		By:		/s/ Xxxxx Xxxxx
		Title:		Authorized Signatory
Lender:		Dunes Funding LLC
		By:		/s/ Xxxxxxxxx X. Xxxxxxx
		Title:		Assistant Vice President
Lender:		Stanwich Loan Funding LLC
		By:		/s/ Xxxxxxxxx X. Xxxxxxx
		Title:		Assistant Vice President
Lender:		PPM Monarch Bay Funding LLC
		By:		/s/ Xxxxxxxxx X. Xxxxxxx
		Title:		Assistant Vice President
Lender:		PPM Shadow Creek Funding LLC
		By:		/s/ Xxxxxxxxx X. Xxxxxxx
		Title:		Assistant Vice President
Lender:		Navigare Total Return Loan Fund I
		(Segregated Portfolio)
		By:		/s/ Xxxx X. Xxxxxxxxxxx
		Title:		Managing Director
Lender:		CIFC Funding 2006-I Ltd.
		By:		/s/ Xxxxxxx X. Vaccam
		Title:		Chief Credit Officer

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Lender:		Xxx Xxxxxx Senior Income Trust
		By:		Xxx Xxxxxx Asset Management
		By:		/s/ Xxxxxxxx Xxxxxxxx
		Title:		Executive Director
Lender:		Xxx Xxxxxx Senior Loan Fund
		By:		Xxx Xxxxxx Asset Management
		By:		/s/ Xxxxxxxx Xxxxxxxx
		Title:		Executive Director
Lender:		MSIM Peconic Bay, Ltd.
		By:		Xxxxxx Xxxxxxx Investment Management Inc.,
				as Interim Collateral Manager
		By:		/s/ Xxxx Xxxxx
		Title:		Executive Director
Lender:		Qualcomm Global Trading, Inc.
		By:		Xxxxxx Xxxxxxx Investment Management Inc.,
				as Investment Manager
		By:		/s/ Xxxx Xxxxx
		Title:		Executive Director
Lender:		Xxxxxx Xxxxxxx Investment Management
		Croton, Ltd.
		By:		Xxxxxx Xxxxxxx Investment Management Inc.,
				as Collateral Manager
		By:		/s/ Xxxx Xxxxx
		Title:		Executive Director
Lender:		Zodiac Fund – Xxxxxx Xxxxxxx US Senior Loan Fund
		By:		Xxxxxx Xxxxxxx Investment Management Inc.,
				as Investment Adviser
		By:		/s/ Xxxx Xxxxx
		Title:		Executive Director

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Lender:		Xxxxxx Xxxxxxx Prime Income Trust
		By:		/s/ Xxxx Xxxxx
		Title:		Executive Director
Lender:		Confluent 3 Limited
		By:		Xxxxxx Xxxxxxx Investment Management Inc.,
				as Investment Manager
		By:		/s/ Xxxx Xxxxx
		Title:		Executive Director
Lender:		ING International (II) = Senior Bank Loans Euro
		By:		ING Investment Management Co.,
				as its investment manager
		By:		/s/ Xxxxx X. Xxxxxx
		Title:		Senior Vice President
Lender:		ING International (II) = Senior Bank Loans USD
		By:		ING Investment Management Co.,
				as its investment manager
		By:		/s/ Xxxxx X. Xxxxxx
		Title:		Senior Vice President
Lender:		ING Senior Income Fund
		By:		ING Investment Management Co.,
				as its investment manager
		By:		/s/ Xxxxx X. Xxxxxx
		Title:		Senior Vice President
Lender:		ING Prime Rate Trust
		By:		ING Investment Management Co.,
				as its investment manager
		By:		/s/ Xxxxx X. Xxxxxx
		Title:		Senior Vice President

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Lender:		ING Investment Management CLO I, Ltd.
		By:		ING Investment Management Co.,
				as its investment manager
		By:		/s/ Xxxxx X. Xxxxxx
		Title:		Senior Vice President
Lender:		ING Investment Management CLO II, Ltd.
		By:		ING Alternative Asset Management Co.,
				as its investment manager
		By:		/s/ Xxxxx X. Xxxxxx
		Title:		Senior Vice President
Lender:		ING Investment Management CLO III, Ltd.
		By:		ING Alternative Asset Management Co.,
				as its investment manager
		By:		/s/ Xxxxx X. Xxxxxx
		Title:		Senior Vice President
Lender:		Deutsche Bank Trust Company Americas
		By:		/s/ Xxxxxx Xxxxxxx
		Title:		Vice President
		By:		/s/ Xxxxxxx Xxxxxxx
		Title:		Director
Lender:		Victoria Falls CLO, Ltd.
		Summit Lake CLO, Ltd.
		Diamond Lake CLO, Ltd.
		Clear Lake CLO, Ltd.
		By:		/s/ Xxxxxxxx X. Xxxxx
		Title:		Senior Vice President
Lender:		Latitude CLO I, Ltd.
		By:		/s/ Xxxx Xxxxxxx
		Title:		Senior Vice President

14

Lender:		Latitude CLO II, Ltd.
		By:		/s/ Xxxx Xxxxxxx
		Title:		Senior Vice President
Lender:		UBS AG, Stamford Branch
		By:		/s/ Xxxxxxx Xxxxxxxxx
		Title:		Associate Director
				Banking Products Services, US
		By:		/s/ Xxxx Xxxxxxxxxxxx
		Title:		Associate Director
				Banking Products Services, US
Lender:		Xxxxxxx Place CLO, Ltd.
		By:		/s/ R. Xxx X’Xxxxx
		Title:		Authorized Signatory
Lender:		Xxxxx Street CLO, Ltd.
		By:		/s/ R. Xxx X’Xxxxx
		Title:		Authorized Signatory
Lender:		Mt. Xxxxxx CLO, Ltd.
		By:		/s/ Xxxxx Xxxxx
		Title:		Authorized Signatory
Lender:		Western Asset Floating Rate High Income Fund, LLC
		By:		/s/ Xxxxx Xxxxx
		Title:		Authorized Signatory
Lender:		Riviera Funding LLC
		By:		/s/ Xxxxxxxxx X. Xxxxxxx
		Title:		Assistant Vice President

15

Lender:		Senior Debt Portfolio
		By:		Boston Management and Research,
				as Investment Advisor
		By:		/s/ Xxxxx X. Xxxx
		Title:		Vice President
Lender:		Xxxxx Xxxxx Senior Income Trust
		By:		Xxxxx Xxxxx Management,
				as Investment Advisor
		By:		/s/ Xxxxx X. Xxxx
		Title:		Vice President
Lender:		Xxxxx Xxxxx Institutional Senior Loan Fund
		By:		Xxxxx Xxxxx Management,
				as Investment Advisor
		By:		/s/ Xxxxx X. Xxxx
		Title:		Vice President
Lender:		Xxxxx Xxxxx CDO VI Ltd.
		By:		Xxxxx Xxxxx Management,
				as Investment Advisor
		By:		/s/ Xxxxx X. Xxxx
		Title:		Vice President
Lender:		Xxxxx Xxxxx CDO VII PLC
		By:		Xxxxx Xxxxx Management,
				as Interim Investment Advisor
		By:		/s/ Xxxxx X. Xxxx
		Title:		Vice President
Lender:		Xxxxx Xxxxx CDO VIII Ltd.
		By:		Xxxxx Xxxxx Management,
				as Investment Advisor
		By:		/s/ Xxxxx X. Xxxx
		Title:		Vice President

16

Lender:		Xxxxx Xxxxx CDO XI Ltd.
		By:		Xxxxx Xxxxx Management,
				as Investment Advisor
		By:		/s/ Xxxxx X. Xxxx
		Title:		Vice President
Lender:		Xxxxxxx & Co.
		By:		Boston Management and Research,
				as Investment Advisor
		By:		/s/ Xxxxx X. Xxxx
		Title:		Vice President
Lender:		The Norinchukin Bank, New York Branch,
				through State Street Bank and Trust Company N.A.,
				as Fiduciary Custodian
		By:		Xxxxxx Xxxxx Management, Attorney-in-fact
		By:		/s/ Xxxxx X. Xxxx
		Title:		Vice President
Lender:		Big Sky III Senior Loan Trust
		By:		Xxxxx Xxxxx Management,
				as Investment Advisor
		By:		/s/ Xxxxx X. Xxxx
		Title:		Vice President
Lender:		Xxxxx Xxxxx VT Floating-Rate Income Fund
		By:		Xxxxx Xxxxx Management,
				as Investment Advisor
		By:		/s/ Xxxxx X. Xxxx
		Title:		Vice President
Lender:		Xxxxx Xxxxx Limited Duration Income Fund
		By:		Xxxxx Xxxxx Management,
				as Investment Advisor
		By:		/s/ Xxxxx X. Xxxx
		Title:		Vice President

17

Lender:		Xxxxx Xxxxx Senior Floating-Rate Trust
		By:		Xxxxx Xxxxx Management,
				as Investment Advisor
		By:		/s/ Xxxxx X. Xxxx
		Title:		Vice President
Lender:		Xxxxx Xxxxx Floating Rate Income Trust
		By:		Xxxxx Xxxxx Management,
				as Investment Advisor
		By:		/s/ Xxxxx X. Xxxx
		Title:		Vice President
Lender:		Xxxxx Xxxxx Variable Leverage Fund Ltd.
		By:		Xxxxx Xxxxx Management,
				as Investment Advisor
		By:		/s/ Xxxxx X. Xxxx
		Title:		Vice President
Lender:		Xxxxx Xxxxx Credit Opportunities Fund
		By:		Xxxxx Xxxxx Management,
				as Investment Advisor
		By:		/s/ Xxxxx X. Xxxx
		Title:		Vice President
Lender:		Xxxxx Xxxxx Short Duration Diversified Income Fund
		By:		Xxxxx Xxxxx Management,
				as Investment Advisor
		By:		/s/ Xxxxx X. Xxxx
		Title:		Vice President
Lender:		Denali Capital LLC, managing member of
		DC Funding Partners LLC, portfolio manager for
		Denali Capital CLO IV, Ltd., or an affiliate
		By:		/s/ Xxxxx X. Xxxxx
		Title:		Senior Vice President

18

Lender:		Denali Capital LLC, managing member of
		DC Funding Partners LLC, portfolio manager for
		Denali Capital CLO V, Ltd., or an affiliate
		By:		/s/ Xxxxx X. Xxxxx
		Title:		Senior Vice President
Lender:		Denali Capital LLC, managing member of
		DC Funding Partners, portfolio manager for
		Denali Capital Credit Opportunity Fund Financing, Ltd., or an affiliate
		By:		/s/ Xxxxx X. Xxxxx
		Title:		Senior Vice President
Lender:		Mountain Capital CLO IV Ltd.
		By:		/s/ Xxxxxxxx Xxxxx
		Title:		Director
Lender:		Mountain Capital CLO III Ltd.
		By:		/s/ Xxxxxxxx Xxxxx
		Title:		Director
Lender:		BNP Paribas
		By:		/s/ XX xx Xxxxxxxx
		Title:		Managing Director
		By:		/s/ Xxxxxxx Xxxxxx
		Title:		Vice President
Lender:		Octagon Investment Partners V, Ltd.
		By:		Octagon Credit Investors, LLC,
				as Portfolio Manager
		By:		/s/ Xxxxxx X. Xxxxxxx
		Title:		Chief Financial & Administrative Officer

19

Lender:		Octagon Investment Partners VI, Ltd.
		By:		Octagon Credit Investors, LLC,
				as Collateral Manager
		By:		/s/ Xxxxxx X. Xxxxxxx
		Title:		Chief Financial & Administrative Officer
Lender:		Octagon Investment Partners VII, Ltd.
		By:		Octagon Credit Investors, LLC,
				as Collateral Manager
		By:		/s/ Xxxxxx X. Xxxxxxx
		Title:		Chief Financial & Administrative Officer
Lender:		Octagon Investment Partners VIII, Ltd.
		By:		Octagon Credit Investors, LLC,
				as Collateral Manager
		By:		/s/ Xxxxxx X. Xxxxxxx
		Title:		Chief Financial & Administrative Officer
Lender:		Octagon Investment Partners IX, Ltd.
		By:		Octagon Credit Investors, LLC,
				as Manager
		By:		/s/ Xxxxxx X. Xxxxxxx
		Title:		Chief Financial & Administrative Officer
Lender:		Octagon Investment Partners X, Ltd.
		By:		Octagon Credit Investors, LLC,
				as Collateral Manager
		By:		/s/ Xxxxxx X. Xxxxxxx
		Title:		Chief Financial & Administrative Officer
Lender:		Hamlet II, Ltd.
		By:		Octagon Credit Investors, LLC,
				as Portfolio Manager
		By:		/s/ Xxxxxx X. Xxxxxxx
		Title:		Chief Financial & Administrative Officer

20

Lender:		HY-FI Trust, by JPMorgan Bank, N.A.,
		(f/k/a JPMorgan Chase Bank)
		solely as trustee (and not in its individual capacity)
		By:		Octagon Credit Investors, LLC,
				as Portfolio Manager
		By:		/s/ Xxxxxx X. Xxxxxxx
		Title:		Chief Financial & Administrative Officer
Lender:		Archimedes Funding IV (Cayman), Ltd.
		By:		West Gate Horizons Advisors, LLC,
				as Collateral Manager
		By:		/s/ Xxxxxx X. Xxxx
		Title:		Senior Credit Analyst
Lender:		Endurance CLO I, Ltd.
		c/o West Gate Horizons Advisors LLC,
				as Portfolio Manager
		By:		/s/ Xxxxxx X. Xxxx
		Title:		Senior Credit Analyst
Lender:		WG Horizons CLO I
		By:		West Gate Horizons Advisors LLC,
				as Manager
		By:		/s/ Xxxxxx X. Xxxx
		Title:		Senior Credit Analyst
Lender:		Franklin Floating Rate Daily Access Fund
		By:		/s/ Xxxxxxxx Xxx
		Title:		Asst. Vice President
Lender:		Franklin Floating Rate Master Series
		By:		/s/ Xxxxxxxx Xxx
		Title:		Asst. Vice President
Lender:		Franklin CLO II, Limited
		By:		/s/ Xxxxx Xxxxxx
		Title:		Vice President

21

Lender:		Franklin CLO V, Limited
		By:		/s/ Xxxxx Xxxxxx
		Title:		Vice President
Lender:		Ares Enhanced Loan Investment Strategy, Ltd.
		By:		Ares Enhanced Loan Management, L.P.
		Its:		Investment Manager
		By:		Ares Enhanced Loan GP, LLC
		Its:		General Partner
		By:		/s/ Xxxxxxx Xxxxxxxx
		Title:		Vice President
Lender:		Ares Enhanced Loan Investment Strategy II, Ltd.
		By:		Ares Enhanced Loan Management II, L.P.,
		Its:		Investment Manager
		By:		Ares Enhanced Loan XX XX, LLC
		Its:		General Partner
		By:		/s/ Xxxxxxx Xxxxxxxx
		Title:		Vice President
Lender:		Ares Leveraged Finance General II
		By:		Ares CLO Management IIIR/IVR., L.P.
		By:		Ares CLO GP IIIR/IVR, LLC,
		Its:		General Partner
		By:		Ares Management LLC,
		Its:		Manager
		By:		/s/ Xxxxxxx Xxxxxxxx
		Title:		Vice President
Lender:		Ares IIR CLO Ltd.
		By:		Ares CLO Management IIR, L.P.,
		Its:		Investment Manager
		By:		Ares CLO IIR, LLC,
		Its:		General Partner
		By:		/s/ Xxxxxxx Xxxxxxxx
		Title:		Vice President

22

Lender:		Ares VRCLO Ltd.
		By:		Ares CLO Management VR, L.P.,
		Its:		Investment Manager
		By:		Ares CLO GP VR, LLC,
		Its:		Managing Member
		By:		/s/ Xxxxxxx Xxxxxxxx
		Title:		Vice President
Lender:		Ares VIRCLO Ltd.
		By:		Ares CLO Management VIR, L.P.,
		Its:		Investment Manager
		By:		Ares CLO GP VIR, LLC,
		Its:		Managing Member
		By:		/s/ Xxxxxxx Xxxxxxxx
		Title:		Vice President
Lender:		Ares VII CLO Ltd.
		By:		Ares CLO Management VII, L.P.,
		Its:		Investment Manager
		By:		Ares CLO GP VII, LLC,
		Its:		General Partner
		By:		/s/ Xxxxxxx Xxxxxxxx
		Title:		Vice President
Lender:		Ares VIII CLO Ltd.
		By:		Ares CLO Management VIII, L.P.,
		Its:		Investment Manager
		By:		Ares CLO GP VIII, LLC,
		Its:		General Partner
		By:		/s/ Xxxxxxx Xxxxxxxx
		Title:		Vice President

23

Lender:		Ares IX CLO Ltd.
		By:		Ares CLO Management IX, L.P.,
		Its:		Investment Manager
		By:		Ares CLO GP IX, LLC,
		Its:		General Partner
		By:		/s/ Xxxxxxx Xxxxxxxx
		Title:		Vice President
Lender:		Ares X CLO Ltd.
		By:		Ares CLO Management X, L.P.,
		Its:		Investment Manager
		By:		Ares CLO GP X, LLC,
		Its:		General Partner
		By:		/s/ Xxxxxxx Xxxxxxxx
		Title:		Vice President
Lender:		Yorkville CBNA Loan Funding LLC, for itself or as agent for Yorkville CFPI Loan Funding LLC
		By:		/s/ Xxxxx Xxxxx
		Title:		Attorney in fact
Lender:		GOF Loan Funding LLC
		By:		/s/ Xxxxx Xxxxx
		Title:		Attorney in fact
Lender:		Xxxx Xxxxx CBNA Loan Funding LLC
		By:		/s/ Xxxxx Xxxxx
		Title:		Attorney in fact
Lender:		Beecher CBNA Loan Funding LLC
		By:		/s/ Xxxxx Xxxxx
		Title:		Attorney-In-Fact
Lender:		Bushnell CBNA Loan Funding LLC, for itself or as agent for Bushnell CFPI Loan Funding LLC
		By:		/s/ Xxxxx Xxxxx
		Title:		Attorney In Fact

24

Lender:		Xxxxxxx CBNA Loan Funding LLC, for itself or as agent for Xxxxxxx CFPI Loan Funding LLC.
		By:		/s/ Xxxxx Xxxxx
		Title:		Attorney In Fact
Lender:		Trumbull THC2 Loan Funding LLC, for itself or as agent for Trumbull THC2 CFPI Loan Funding LLC
		By:		/s/ Xxxxx Xxxxx
		Title:		Attorney In Fact
Lender:		Feingold O’Keeffe Credit Fund CBNA Loan Funding LLC
		By:		/s/ Xxxxx Xxxxx
		Title:		Attorney In Fact
Lender:		GoldenTree Capital Opportunities, L.P.
		By:		GoldenTree Asset Management, L.P.
		By:		/s/ Xxxxx Xxxxx
		Title:		Authorized Signatory
Lender:		GoldenTree Credit Opportunities Financing I, Limited
		By:		GoldenTree Asset Management, L.P.
		By:		/s/ Xxxxx Xxxxx
		Title:		Authorized Signatory
Lender:		Xxxxxxxx American Defined Benefit Master Trust
		By:		GoldenTree Asset Management, L.P.
		By:		/s/ Xxxxx Xxxxx
		Title:		Authorized Signatory

25

Lender:		GoldenTree 2004 Trust
		By:		GoldenTree Asset Management, L.P.,
		By:		/s/ Xxxxx Xxxxx
		Title:		Authorized Signatory
Lender:		GoldenTree High Yield Opportunities II, L.P.
		By:		GoldenTree Asset management, L.P..
		By:		/s/ Xxxxx Xxxxx
		Title:		Authorized Signatory
Lender:		GoldenTree Loss Opportunities I, Ltd.
		By:		GoldenTree Asset Management, L.P.
		By:		/s/ Xxxxx Xxxxx
		Title:		Authorized Signatory
Lender:		Trimaran CLO IV Ltd
		By:		Trimaran Advisors L.L.C.
		By:		/s/ Xxxxx X. Xxxxxxxx
		Title:		Managing Director
Lender:		Trimaran CLO V, Ltd
		By:		Trimaran Advisors L.L.C.
		By:		/s/ Xxxxx X. Xxxxxxxx
		Title:		Managing Director
Lender:		Atlas Loan Funding (Hartford), LLC
		By:		Atlas Capital Funding, Ltd.
		By:		Structured Asset Investors, LLC
		Its:		Investment Manager
		By:		/s/ Xxxxx X. Xxxxx
		Title:		Associate
Lender:		WB Loan Funding 6, LLC
		By:		/s/ Xxxxx X. Xxxxx
		Title:		Associate

26

Lender:		WB Loan Funding 7, LLC
		By:		/s/ Xxxxx X. Xxxxx
		Title:		Associate
Lender:		Navigare Funding I CLO Ltd.
		By:		Navigare Partners, LLC,
		Its:		Collateral Manager
		By:		/s/ Xxxxxx X. Xxxxxxx
		Title:		Managing Director
Lender:		Navigare Funding II CLO Ltd.
		By:		Navigare Partners, LLC, as Collateral Manager
		By:		/s/ Xxxxxx X. Xxxxxxx
		Title:		Managing Director
Lender:		Xxxxxxxxx CLO, Ltd.
		By:		Xxxxxxxx Capital Management, Inc., as Investment Manager
		By:		/s/ Xxxxxxx X. Xxxxxxxxx
		Title:		Executive Vice President
Lender:		Xxxxxx Xxxxxxx Senior Funding, Inc.
		By:		/s/ Xxxxx X. Xxxxx
		Title:		Vice President
Lender:		Halcyon Loan Investors CLO I Ltd.
		By:		/s/ Xxxxx Xxxxxxxx
		Title:		Chief Financial Officer
Lender:		Halcyon Structured Asset Management CLO I Ltd.
		By:		/s/ Xxxxx Xxxxxxxx
		Title:		Chief Financial Officer

27

Lender:		Cannington Funding Ltd.
		By:		Silvermine Capital Management, LLC
				as Investment Manager
		By:		/s/ Xxxxxxx X. Xxxxx
		Title:		Managing Director
Lender:		Xxxxxxxx Funding Ltd.
		By:		Silvermine Capital Management, LLC as Investment Manager
		By:		/s/ Xxxxxxx X. Xxxxx
		Title:		Managing Director
Lender:		Loan Funding XIII LLC for itself or as agent for Corporate Funding XIII
		By:		/s/ Xxxxxxx X. Xxxxx
		Title:		Managing Director
Lender:		Greens Creek Funding Ltd.
		By:		Silvermine Capital Management, LLC as Investment Manager
		By:		/s/ Xxxxxxx X. Xxxxx
		Title:		Managing Director
Lender:		Cavalry CLO I, Ltd.
		By:		Regiment Capital Management, LLC as its Investment Advisor
		By:		Regiment Capital Advisors, LP
		Its:		Manager and pursuant to delegated authority
		By:		Regiment Capital Advisors, LLC
		Its:		General Partner
		By:		/s/ Xxxx Xxxxxxxxxx
		Title:		Authorized Signatory

28

Lender:		Fidelity Central Investment Portfolios LLC: Fidelity Floating Rate Central Investment Portfolio
		By:		/s/ Xxxx X. Xxxxxxxx
		Title:		Assistant Treasurer
Lender:		Babson CLO Ltd. 2003-I
		Babson CLO Ltd. 2004-I
		Babson CLO Ltd. 2004-II
		Babson CLO Ltd. 2005-I
		Babson CLO Ltd. 2005-II
		Babson CLO Ltd. 2005-III
		Babson CLO Ltd. 2006-I
		Babson CLO Ltd. 2006-II
		Babson CLO Ltd. 2007-I
		Sapphire Valley CDO I, Ltd.
		Suffield CLO, Ltd.
		By:		Babson Capital Management LLC as Collatearl Manager
		By:		/s/ Xxxxxx XxXxxxx
		Title:		Director
Lender:		Massachusetts Mutual Life Insurance Company
		By:		Babson Capital Managmenet LLC as Investment Adviser
		By:		/s/ Xxxxxx XxXxxxx
		Title:		Director
Lender:		Xxxx & Xxxxxxx Xxxxx Foundation Trust
		By:		Babson Capital Management LLC as Investment Adviser
		By:		/s/ Xxxxxx XxXxxxx
		Title:		Director
Lender:		Four Corners CLO 2005-I, Ltd.
		By:		Four Corners Capital Management, LLC as Collateral Manager
		By:		/s/ Xxxx X. Xxxxxxx
		Title:		Senior Vice President

29

Lender:		Fortress Portfolio Trust
		By:		Four Corners Capital Management, LLC as Investment Manager
		By:		/s/ Xxxx X. Xxxxxxx
		Title:		Senior Vice President
Lender:		First Trust/Four Corners Senior Floating Rate Income Fund I
		By:		Four Corners Capital Management, LLC as Sub-Adviser
		By:		/s/ Xxxx X. Xxxxxxx
		Title:		Senior Vice President
Lender:		First Trust/Four Corners Senior Floating Rate Income Fund
		By:		Four Corners Capital Management, LLC as Sub-Adviser
		By:		/s/ Xxxx X. Xxxxxxx
		Title:		Senior Vice President
Lender:		Security Income Fund-Income Opportunity Series
		By:		Four Corners Capital Management, LLC as Sub-Adviser
		By:		/s/ Xxxx X. Xxxxxxx
		Title:		Senior Vice President
Lender:		Atlas Loan Funding 1, LLC
		By:		Atlas Capital Funding, Ltd.
		By:		Structured Asset Investors, LLC
		Its:		Investment Manager
		By:		/s/ Xxxxx X. Xxxxx
		Title:		Associate
Lender:		Red Fox Funding LLC
		By:		/s/ Xxxxxxxxx X. Xxxxxxx
		Title:		Assistant Vice President

30

Lender:		Airlie CLO 2006-I
		By:		/s/ Xxxxxx X. Ezzer
		Title:		PM, MD
Lender:		Airlie CLO 2006-II
		By:		/s/ Xxxxxx X. Ezzer
		Title:		PM, MD
Lender:		NACM CLO I
		By:		/s/ Xxxxxx Xxxxxxx
		Title:		Authorized Signatory
Lender:		Blue Mountain CLO II, Ltd.
		By:		/s/ Xxxxxxxx Xxxxx
		Title:		Associate
Lender:		Blue Mountain CLO, Ltd.
		By:		/s/ Xxxxxxxx Xxxxx
		Title:		Associate
Lender:		WatchTower CLO I Plc
		By:		Citadel Limited Partnership, Collateral Manager
		By:		Citadel Investment Group L.L.C. its General Partner
		By:		/s/ Xxxxx X. Xxxxxx
		Title:		Authorized Signatory
Lender:		PPM Grayhawk CLO, Ltd.
		By:		PPM America, Inc., as Collateral Manager
		By:		/s/ Xxxxx. X. Xxxxxx
		Title:		Managing Director

31

Lender:		Serves 2006-I, Ltd.
		By:		PPM America, Inc., as Collateral Manager
		By:		/s/ Xxxxx. X. Xxxxxx
		Title:		Managing Director
Lender:		Boldwater CBNA Loan Funding LLC
		By:		/s/ Xxxxx Xxxxxx
		Title:		Attorney-In-Fact
Lender:		Blue Shield of California
		By:		/s/ Xxxxx Xxxxxx
		Title:		Vice President
Lender:		Franklin CLO IV, Ltd.
		By:		/s/ Xxxxx Xxxxxx
		Title:		Vice President
Lender:		Four Corners CLO II, Ltd.
		By:		/s/ Xxxxxxx Xxxxxxx
		Title:		Attorney-In-Fact
Lender:		Knight CBNA Loan Funding
		Knight CFPI Loan Funding LLC
		Knight CBNA Loan Funding LLC, for itself or as Agent for Knight CFPI Loan Funding LLC
		By:		/s/ Xxxxxxx Xxxxxxx
		Title:		Attorney-In-Fact
Lender:		Citibank, N.A.,
		By:		/s/ Xxxxxxxxx X. Xxxxxxx
		Title:		Attorney-In-Fact

32

Lender:		Augusta Trading LLC
		By:		/s/ Xxxxxxxxx X. Xxxxxxx
		Title:		Assistant Vice President
Lender:		ING Capital LLC
		By:		/s/ Xxxx de la Xxxx
		Title:		Director
Lender:		Venture CDO 2002, Ltd.
		By its Investment Advisor
		MJX Asset Management LLC
		By:		/s/ Xxxx Xxxxx
		Title:
Lender:		Venture II CDO 2002, Ltd.
		By its Investment Advisor
		MJX Asset Management LLC
		By:		/s/ Xxxx Xxxxx
		Title:
Lender:		Venture III CDO Ltd.
		By its Investment Advisor
		MJX Asset Management LLC
		By:		/s/ Xxxx Xxxxx
		Title:
Lender:		Venture IV CDO Ltd.
		By its Investment Advisor
		MJX Asset Management LLC
		By:		/s/ Xxxx Xxxxx
		Title:
Lender:		Venture V CDO Ltd.
		By its Investment Advisor
		MJX Asset Management LLC
		By:		/s/ Xxxx Xxxxx
		Title:

33

Lender:		Venture VI CDO Ltd.
		By its Investment Advisor
		MJX Asset Management LLC
		By:		/s/ Xxxx Xxxxx
		Title:
Lender:		Venture VII CDO Ltd.
		By its Investment Advisor
		MJX Asset Management LLC
		By:		/s/ Xxxx Xxxxx
		Title:
Lender:		Vista Leveraged Income Fund.
		By its Investment Advisor
		MJX Asset Management LLC
		By:		/s/ Xxxx Xxxxx
		Title:

34

CONSENT

Dated as of December 22, 2006        

Reference is made to (a) Amendment No. 1 to the Credit Agreement dated as of December 22, 2006 (the “Amendment”; capitalized terms not otherwise defined herein being used herein as defined in the Amendment and in the Credit Agreement referred to below), (b) the Credit Agreement dated as of October 17, 2005 among Affinion Group Holdings, Inc., Affinion Group, Inc., as the Borrower, Credit Suisse, Cayman Islands Branch, as administrative agent for the Lenders, and the Lenders and Agents referred to therein (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]

AFFINION AUTO SERVICES, INC.

AFFINION DATA SERVICES, INC.

AFFINION GROUP, LLC

AFFINION MEMBERSHIP SERVICES HOLDINGS SUBSIDIARY LLC

AFFINION PUBLISHING, INC.

BENEFIT CONSULTANTS MEMBERSHIP, INC.

XXXXXXXX AGENCY, INC.

COMP-U-CARD SERVICES LLC

CREDENTIALS SERVICES INTERNATIONAL, INC.

LONG TERM PREFERRED CARE, INC.

MCM GROUP, LTD.

NGI HOLDINGS, INC.

PREFERRED CARE AGENCY, INC.

PROGENY MARKETING INNOVATIONS OF KENTUCKY, INC.

PROGENY MARKETING INNOVATIONS INC.

SAFECARD SERVICES, INCORPORATED

TRAVELER’S ADVANTAGE SERVICES, INC.

TRILEGIANT AUTO SERVICES, INC.

TRILEGIANT CORPORATION

TRILEGIANT INSURANCE SERVICES, INC.

TRILEGIANT LOYALTY SOLUTIONS, INC.

TRILEGIANT MARKETING SERVICES, INC.

TRILEGIANT RETAIL SERVICES, INC.

TRL GROUP, INC.

UNITED BANK CLUB ASSOCIATION, INC.

By:		/s/ Xxxxxxxxx Xxxxxx
Name:		Xxxxxxxxx Xxxxxx
Title:		President and Chief Executive Officer

CUC ASIA HOLDINGS
By:		Comp-U-Card Services LLC, its General Partner
By:		Affinion Membership Services Holdings Subsidiary LLC, its General Partner

By:		/s/ Xxxxxxxxx Xxxxxx
Name:		Xxxxxxxxx Xxxxxx
Title:		Chief Executive Officer of each of Comp-
U-Card Services LLC and Affinion Membership
Services Holdings Subsidiary LLC