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, X.X. Xxxxxx Securities LLC (f/k/a X.X. Xxxxxx 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/ Xxxx Xxxxxx
Name:		Xxxx Xxxxxx
Title:		CEO

AFFINION GROUP HOLDINGS, INC.
By:		/s/ Xxxx Xxxxxx
Name:		Xxxx Xxxxxx
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/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		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/ Xxxxx Xxxxxxxxx
		Name: Xxxxx Xxxxxxxxx
		Title: Managing Director
By:		/s/ Xxxxxxxxxxx Xxxx
		Name: Xxxxxxxxxxx Xxxx
		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/ Xxxxxxx Xxxxxxx
		Name: Xxxxxxx Xxxxxxx
		Title: Director
By:		/s/ Xxxxxx X. Xxxxxxxxxx
		Name: Xxxxxx X. Xxxxxxxxxx
		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/ Xxxxxxx Xxxxxxxx
		Name: Xxxxxxx Xxxxxxxx
		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/ Xxxxxxxxxxx Reo Day
		Name: Xxxxxxxxxxx Reo Day
		Title: Vice President
By:		/s/ Xxxxx X. Xxxxx
		Name: Xxxxx X. Xxxxx
		Title: Associate

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

BANK OF AMERICA, N.A., as Lender
By:		/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		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/ Xxxxxxxx Xxxxxxxx
		Name: Xxxxxxxx Xxxxxxxx
		Title: Assistant Vice President
By:		/s/ Xxxxxxx Xxxxxxx
		Name: Xxxxxxx Xxxxxxx
		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/ Xxxx X. Xxxxxxxxx
		Name: Xxxx X. Xxxxxxxxx
		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/ Xxxx X. Xxxx
				Name: Xxxx X. Xxxx
				Title: Associate Director
		By:		/s/ Xxxxxxx Xxxxxxxxx
				Name: Xxxxxxx Xxxxxxxxx
				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/ Xxxxxx X. Xxxx, III
				Name: Xxxxxx X. Xxxx, III
				Title: Authorized Signatory
		By:		/s/ Xxxx Xxxxxxxxx
				Name: Xxxx Xxxxxxxxx
				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/ Xxxxxx X. Xxxx, III
				Name: Xxxxxx X. Xxxx, III
				Title: Authorized Signatory
		By:		/s/ Xxxx Xxxxxxxxx
				Name: Xxxx Xxxxxxxxx
				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/ Xxxx Xxxxxxx
		Name: Xxxx Xxxxxxx
		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/ Xxxxxx X. Xxxx, III
		Name: Xxxxxx X. Xxxx, III
		Title: Authorized Signatory
By:		/s/ Xxxx Xxxxxxxxx
		Name: Xxxx Xxxxxxxxx
		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/ Xxxxxx X. Xxxx, III
				Name: Xxxxxx X. Xxxx, III
				Title: Authorized Signatory
		By:		/s/ Xxxx Xxxxxxxxx
				Name: Xxxx Xxxxxxxxx
				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/ Xxxxxxx Xxxxxxxx
						Name: Xxxxxxx Xxxxxxxx
						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/ Xxxxxxx Xxxxxxxx
						Name: Xxxxxxx Xxxxxxxx
						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/ Xxxxxxx Xxxxxxxx
						Name: Xxxxxxx Xxxxxxxx
						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/ Xxxxxxx Xxxxxxxx
				Name: Xxxxxxx Xxxxxxxx
				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/ Xxxx Xxxxx
						Name: Xxxx Xxxxx
						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/ Xxxxxxx Xxxxxxxx
						Name: Xxxxxxx Xxxxxxxx
						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/ Xxxxxxx Xxxxxxxx
				Name: Xxxxxxx Xxxxxxxx
				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/ Xxxxxxx Xxxxxxxx
						Name: Xxxxxxx Xxxxxxxx
						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/ Xxxxxxx Xxxxxxxx
						Name: Xxxxxxx Xxxxxxxx
						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/ Xxxxxxx Xxxxxxxx
		Name: Xxxxxxx Xxxxxxxx
		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/ Xxxxxxx Xxxxxxxx
		Name: Xxxxxxx Xxxxxxxx
		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/ Xxxxxxx Xxxxxxxx
		Name: Xxxxxxx Xxxxxxxx
		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/ Xxxxxxx Xxxxxxxx
		Name: Xxxxxxx Xxxxxxxx
		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/ Xxxxxxx Xxxxxxxx
		Name: Xxxxxxx Xxxxxxxx
		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 XX XXX, LLC, ITS GENERAL PARTNER
By:		/s/ Xxxxxxx Xxxxxxxx
		Name: Xxxxxxx Xxxxxxxx
		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/ Xxxxxxx Xxxxxxxx
		Name: Xxxxxxx Xxxxxxxx
		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/ Xxxxxxx Xxxxxxxx
		Name: Xxxxxxx Xxxxxxxx
		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/ Xxxxxxx Xxxxxxxx
		Name: Xxxxxxx Xxxxxxxx
		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.
XXXXXXXX INDEMNITY COMPANY
By:		Invesco Senior Secured Management, Inc.
By:		/s/ Xxxxxx Xxxxx
		Name: Xxxxxx Xxxxx
		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.
Xxxxxxxx Indemnity Company, as administrator of The Pension Plan of Xxxxxxxx Indemnity Company
By:		Invesco Senior Secured Management, Inc.
By:		/s/ Xxxxxx Xxxxx
		Name: Xxxxxx Xxxxx
		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/ Xxxxxxx Xxxxxxxx
		Name: Xxxxxxx Xxxxxxxx
		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/ Xxxxxx Xxxxx
		Name: Xxxxxx Xxxxx
		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.
Xxxxx 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/ Xxxxxx Xxxxxxxxx
		Name: Xxxxxx Xxxxxxxxx
		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/ Xxxxxxxx X. Xxxxx
		Name: Xxxxxxxx X. Xxxxx
		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/ Xxxxxx Xxxxx
		Name: Xxxxxx Xxxxx
		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. Xxxxxx Xxxxxxxx
		Name: C. Xxxxxx Xxxxxxxx
		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/ Xxxxxx Xxxxxx
		Name: Xxxxxx Xxxxxx
		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/ Xxxxxx Xxxxx
		Name: Xxxxxx Xxxxx
		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/ Xxxxxxx Xxxxxx
		Name: Xxxxxxx Xxxxxx
		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/ Xxxxx Xxxxx-Xxxxxx
		Name: Xxxxx Xxxxx-Xxxxxx
		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/ Xxxx X. Xxxxxxxxxx
		Name: Xxxx X. Xxxxxxxxxx
		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/ Xxxxx X. Xxxxxxx
		Name: Xxxxx X. Xxxxxxx
		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/ Xxxxx X. Xxxxxxx
		Name: Xxxxx X. Xxxxxxx
		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/ Xxxxx X. Xxxxxxx
		Name: Xxxxx X. Xxxxxxx
		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/ Xxxxx X. Xxxxxxx
		Name: Xxxxx X. Xxxxxxx
		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/ Xxxxx X. Xxxxxxx
		Name: Xxxxx X. Xxxxxxx
		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/ Xxxxx X. Xxxxxxx
		Name: Xxxxx X. Xxxxxxx
		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/ Xxxxx X. Xxxxxxx
		Name: Xxxxx X. Xxxxxxx
		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/ Xxxxx X. Xxxxxxx
		Name: Xxxxx X. Xxxxxxx
		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/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		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/ Xxxxxxx Xxxxxx
		Name: Xxxxxxx Xxxxxx
		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/ Xxxxx X. Xxxxxxx
		Name: Xxxxx X. Xxxxxxx
		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 – Xxxxx Xxxxx Floating – Rate Income Fund
By:		Xxxxx Xxxxx Management as Investment Sub-Advisor
By:		/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		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/ Xxxxx X. Xxxxxxx
		Name: Xxxxx X. Xxxxxxx
		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/ Xxxxx X. Xxxxxxx
		Name: Xxxxx X. Xxxxxxx
		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/ Xxxxxxx Xxxxxxxx
		Name: Xxxxxxx Xxxxxxxx
		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. XXXXXXXX FUNDING LTD.
By:		Silvermine Capital Management LLC
		As Collateral Manager
By:		/s/ Xxxxx Xxxx-Xxxxxx
		Name: Xxxxx Xxxx-Xxxxxx
		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/ Xxxxxxx Xxxxxxxx
		Name: Xxxxxxx Xxxxxxxx
		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/ Xxxxxx Xxxxx
		Name: Xxxxxx Xxxxx
		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:		Xxxxxx, Xxxxxx & Company, L.P.
		As Sub-Manager
By:		Xxxxxx, Xxxxxx & Company, Incorporated
		Its General Partner
By:		/s/ Xxxx XxXxxxxx
		Name: Xxxx XxXxxxxx
		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/ Xxxxxx Xxxxxx
		Name: Xxxxxx Xxxxxx
		Title: Authorized Signatory
By:		/s/ Xxxxxxx Xxxxxxxxxx
		Name: Xxxxxxx Xxxxxxxxxx
		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/ Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		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/ Xxxxxx Xxxxx
		Name: Xxxxxx Xxxxx
		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/ Xxxxxx Xxxxx
		Name: Xxxxxx Xxxxx
		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/ Xxxxxx Xxxxx
		Name: Xxxxxx Xxxxx
		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/ Xxxxxx Xxxxx
		Name: Xxxxxx Xxxxx
		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/ Xxxxxxx Xxxxxxx
		Name: Xxxxxxx Xxxxxxx
		Title: Director
By:		/s/ Xxxxxxx Xxxx
		Name: Xxxxxxx Xxxx
		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/ Xxxxxx Xxxxx
		Name: Xxxxxx Xxxxx
		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.
Xxxxxxxxxxx Global Strategic Income Fund
By:		/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title: AVP
		Xxxxx Brothers Xxxxxxxx & 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/ Xxxxxx Xxxxxxx
		Name: Xxxxxx Xxxxxxx
		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/ Xxxxxx Xxxxx
		Name: Xxxxxx Xxxxx
		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.
XXXXX STREET CLO I, LTD.
By:		Citigroup Alternative Investments LLC, As Collateral Manager
By:		/s/ Xxxxxxx Xxxxxx
		Name: Xxxxxxx Xxxxxx
		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.
XXXXX STREET CLO III, LTD.
By:		Citigroup Alternative Investments LLC, As Collateral Manager
By:		/s/ Xxxxx Xxx
		Name: Xxxxx Xxx
		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.
XXXXX STREET CLO IV, LTD.
By:		Citigroup Alternative Investments LLC, As Collateral Manager
By:		/s/ Xxxxxxx Xxxxxx
		Name: Xxxxxxx Xxxxxx
		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.
Xxxxx Xxxxx CDO IX Ltd.
By:		Xxxxx Xxxxx Management As Investment Advisor
By:		/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		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.
Xxxxx Xxxxx CDO VII PLC
By:		Xxxxx Xxxxx Management as Interim Investment Advisor
By:		/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		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.
Xxxxx Xxxxx CDO VIII, Ltd.
By:		Xxxxx Xxxxx Management As Investment Advisor
By:		/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		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.
Xxxxx Xxxxx CDO X, PLC
By:		Xxxxx Xxxxx Management As Investment Advisor
By:		/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		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.
Xxxxx Xxxxx Floating-Rate Income Trust
By:		Xxxxx Xxxxx Management As Investment Advisor
By:		/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		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.
Xxxxx Xxxxx Institutional Senior Loan Fund
By:		Xxxxx Xxxxx Management As Investment Advisor
By:		/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		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.
Xxxxx Xxxxx International (Cayman Islands) Floating-Rate Income Portfolio
By:		Xxxxx Xxxxx Management As Investment Advisor
By:		/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		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.
Xxxxx Xxxxx Limited Duration Income Fund
By:		Xxxxx Xxxxx Management As Investment Advisor
By:		/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		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.
Xxxxx Xxxxx Simeon Floating-Rate Trust
By:		Xxxxx Xxxxx Management As Investment Advisor
By:		/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		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.
Xxxxx Xxxxx Senior Income Trust
By:		Xxxxx Xxxxx Management As Investment Advisor
By:		/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		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.
Xxxxx Xxxxx Short Duration Diversified Income Fund
By:		Xxxxx Xxxxx Management As Investment Advisor
By:		/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		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.
Xxxxx Xxxxx VT Floating-Rate Income Fund
By:		Xxxxx Xxxxx Management As Investment Advisor
By:		/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		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/ Xxxxx Xxxx-Xxxxxx
		Name: Xxxxx Xxxx-Xxxxxx
		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/ Xxxxx Xxxx-Xxxxxx
		Name: Xxxxx Xxxx-Xxxxxx
		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/ Xxxxx Xxxx-Xxxxxx
		Name: Xxxxx Xxxx-Xxxxxx
		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/ Xxxxxxx Xxxxxx
		Name: Xxxxxxx Xxxxxx
		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/ Xxxxxxxx X. Xxxx
		Name: Xxxxxxxx X. Xxxx
		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/ Xxxxxxxxx Xxxxxxxx
		Name: Xxxxxxxxx Xxxxxxxx
		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/ Xxxxxxx Xxxxxxxx
		Name: Xxxxxxx Xxxxxxxx
		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/ Xxxxxxxxxxx Xxxxx
		Name: Xxxxxxxxxxx Xxxxx
		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/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		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/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		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/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		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/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		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.
Xxxxxxx Xxxxx Lending Partners LLC
By:		/s/ Xxxxxxxx Xxxxxxx
		Name: Xxxxxxxx Xxxxxxx
		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.
XXXXXXX & CO.
By:		Boston Management and Research     As Investment Advisor
By:		/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		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/ Xxxxx Xxxx-Xxxxxx
		Name: Xxxxx Xxxx-Xxxxxx
		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/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		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/ Xxx Xxxxxxx
		Name: Xxx Xxxxxxx
		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/ Xxx Xxxxxxx
		Name: Xxx Xxxxxxx
		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/ Xxx Xxxxxxx
		Name: Xxx Xxxxxxx
		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/ Xxx Xxxxxxx
		Name: Xxx Xxxxxxx
		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/ Xxx Xxxxxxx
		Name: Xxx Xxxxxxx
		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/ Xxx Xxxxxxx
		Name: Xxx Xxxxxxx
		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/ Xxxxxx X. Xxxxxxx
		Name: Xxxxxx X. Xxxxxxx
		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/ Xxxxxx X. Xxxxxxx
		Name: Xxxxxx X. Xxxxxxx
		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.
XXXXXXX RIVER TRADING, LLC
By:		SunTrust Bank, its Manager
By:		/s/ Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		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.
XXXXXX CANYON FUNDING II, LTD
By:		INVESCO Senior Secured Management, Inc.
		As Collateral Manager & Attorney-In-Fact
By:		/s/ Xxxxxx Xxxxx
		Name: Xxxxxx Xxxxx
		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/ Xxxx Xxxxx
		Name: Xxxx Xxxxx
		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/ Xxxxxx Xxxxx
		Name: Xxxxxx Xxxxx
		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 Xxx Xxxxxx Dynamic Credit Opportunities Fund
By:		Invesco Senior Secured Management, Inc.
		As Sub-Adviser
By:		/s/ Xxxxxx Xxxxx
		Name: Xxxxxx Xxxxx
		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 Xxx Xxxxxx Senior Income Trust
By:		Invesco Senior Secured Management, Inc.
		As Sub-Adviser
By:		/s/ Xxxxxx Xxxxx
		Name: Xxxxxx Xxxxx
		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 Xxx Xxxxxx Senior Loan Fund
By:		Invesco Senior Secured Management, Inc.
		as Sub-Adviser
By:		/s/ Xxxxxx Xxxxx
		Name: Xxxxxx Xxxxx
		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/ Xxxxxx Xxxxx
		Name: Xxxxxx Xxxxx
		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/ Xxxx X. Xxxxxx
		Name: Xxxx X. Xxxxxx
		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/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		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/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		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/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		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/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		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/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		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/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		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/ Xxxxxx Xxxxx
		Name: Xxxxxx Xxxxx
		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.
XXXXXX XXXXXX CLO I, LTD. As Lender
By:		Xxxxxx Xxxxxx & Company, L.P., Its Collateral Manager
By:		Xxxxxx Xxxxxx & Company, Incorporated, Its General Manager
By:		/s/ Xxxx XxXxxxxx
		Name: Xxxx XxXxxxxx
		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 Xxxxxx Bond Debenture Fund, Inc.
By:		/s/ Xxxxxxxxxxx Xxxxx
		Name: Xxxxxxxxxxx Xxxxx
		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 Xxxxxx Investment Trust – Lord Xxxxxx Floating Rate Fund
By:		/s/ Xxxxxxxxxxx Xxxxx
		Name: Xxxxxxxxxxx Xxxxx
		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 Xxxxxx Series Fund, Inc. – Bond Debenture Portfolio
By:		/s/ Xxxxxxxxxxx Xxxxx
		Name: Xxxxxxxxxxx Xxxxx
		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/ Xxxxxxx Xxxxxx
		Name: Xxxxxxx Xxxxxx
		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/XXXXX XXXXX FLOATING RATE PORTFOLIO BY XXXXX XXXXX MANAGEMENT AS INVESTMENT SUB-ADVISOR
By:		/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		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.
Xxxxxx Xxxxxxx Investment Management Croton, Ltd.
By:		Invesco Senior Secured Management, Inc. As Collateral Manager
By:		/s/ Xxxxxx Xxxxx
		Name: Xxxxxx Xxxxx
		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/ Xxxxxx Xxxxx
		Name: Xxxxxx Xxxxx
		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/ Xxxxxx Xxxxx
		Name: Xxxxxx Xxxxx
		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/ Xxxxxx Xxxxxxx
		Name: Xxxxxx Xxxxxxx
		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/ Xxxxxx Xxxxx
		Name: Xxxxxx Xxxxx
		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/ Xxxxxx Xxxxxxxxx
		Name: Xxxxxx Xxxxxxxxx
		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/ Xxx Xxxxxxx
		Name: Xxx Xxxxxxx
		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/ Xxxx Xxxxxxxx
		Name: Xxxx Xxxxxxxx
		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/ Xxxxxx Xxxxxxxxx
		Name: Xxxxxx Xxxxxxxxx
		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/ Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		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/ Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		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/ Xxxxxxxx X. Xxxxxx
		Name: Xxxxxxxx X. Xxxxxx
		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/ Xxxxxxx Xxxxxxxx
		Name: Xxxxxxx Xxxxxxxx
		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.
Xxxxxxxxxxx Master Loan Fund, LLC
By:		/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title: AVP
Xxxxx Brothers Xxxxxxxx & 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.
Xxxxxxxxxxx Global Allocation Fund
By:		/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title: AVP
Xxxxx Brothers Xxxxxxxx & 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.
Xxxxxxxxxxx Senior Floating Rate Fund
By:		/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title: AVP
Xxxxx Brothers Xxxxxxxx & 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.
Xxxxxxxxxxx Global Strategic/VA
By:		/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title: AVP
Xxxxx Brothers Xxxxxxxx & 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:		Xxxxx Xxxxx Management
		as Investment Sub-Advisor
By:		/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		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:		Xxxxx Xxxxx Management
		as Investment Sub-Advisor
By:		/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		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/ Xxxxxxx Xxxxxxxx
		Name: Xxxxxxx Xxxxxxxx
		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/ Xxxxxxx Xxxxxxxx
		Name: Xxxxxxx Xxxxxxxx
		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/ Xxxxxxx Xxxxxxxx
		Name: Xxxxxxx Xxxxxxxx
		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/ Xxxxxxxx X. Xxxxxx
		Name: Xxxxxxxx X. Xxxxxx
		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/ Xxxxxxxx X. Xxxxxx
		Name: Xxxxxxxx X. Xxxxxx
		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/ Xxxxxx Xxxxx
		Name: Xxxxxx Xxxxx
		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/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		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/ Xxxxx Xxx
		Name: Xxxxx Xxx
		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/ Xxxxxxx Xxxxxxxx
		Name: Xxxxxxx Xxxxxxxx
		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.
XXXXXX ABSOLUTE RETURN 300 FUND
By:		Xxxxxx Investment Management, LLC
By:		/s/ Xxxxx Xxxxxxx
		Name: Xxxxx Xxxxxxx
		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.
XXXXXX FLOATING RATE INCOME FUND
By:		/s/ Xxxx Xxxxx
		Name: Xxxx Xxxxx
		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/ Xxxxxx Xxxxx
		Name: Xxxxxx Xxxxx
		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/ Xxxxxxx Xxxxxx
		Name: Xxxxxxx Xxxxxx
		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/ Xxxxx X. Xxxxxxx
		Name: Xxxxx X. Xxxxxxx
		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/ Xxxx Xxxxxxx
		Name: Xxxx Xxxxxxx
		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/ Xxxxxxx X. Xxxxxxxxxx
		Name: Xxxxxxx X. Xxxxxxxxxx
		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:		Xxxxxx Park, LP
		As Collateral Manager
By:		/s/ Xxxxxx X. Xxxxxx
		Name: Xxxxxx X. Xxxxxx
		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/ Xxxxxx Xxxxx
		Name: Xxxxxx Xxxxx
		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/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		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/ Xxxx Xxxxx
		Name: Xxxx Xxxxx
		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/ Xxxx Xxxxx
		Name: Xxxx Xxxxx
		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/ Xxxxxxx Xxxxxxxx
		Name: Xxxxxxx Xxxxxxxx
		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/ Xxxxxx X. Xxxxxx
		Name: Xxxxxx X. Xxxxxx
		Title: Authorized Signature
AG CENTRE STREET PARTNERSHIP, L.P.
By:		AG Centre Street GP LLC General Partner
		By: Xxxxxx, Xxxxxx & Co., L.P. Manager
						By:		/s/ Xxxxxx X. Xxxxxx
								Name: Xxxxxx X. Xxxxxx
								Title: Authorized Signature

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

AG SUPER FUND INTERNATIONAL LTD.
By:		Xxxxxx, Xxxxxx Management LLC, Director
		By:		Xxxxxx, Xxxxxx & Co., L.P., Managing Member
				By:		/s/ Xxxxxx X. Xxxxxx
						Name: Xxxxxx X. Xxxxxx
						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/ Xxxxxx Xxxxx
		Name: Xxxxxx Xxxxx
		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/ Xxxxxxx X. Xxxxx
		Name: Xxxxxxx X. Xxxxx
		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/ Xxxx Xxxxx
		Name: Xxxx Xxxxx
		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/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		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/ Xxxxxxxx Xxxxxxxxxx
		Name: Xxxxxxxx Xxxxxxxxxx
		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/ Xxxxxxxx Xxxxxxxxxx
		Name: Xxxxxxxx Xxxxxxxxxx
		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/ Xxxxxxxx Xxxxxxxxxx
		Name: Xxxxxxxx Xxxxxxxxxx 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/ Xxxxxxxx Xxxxxxxxxx
		Name: Xxxxxxxx Xxxxxxxxxx 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/ Xxxx X. Xxxx
		Name: Xxxx X. Xxxx Title: Associate Director
By:		/s/ Xxxx Xxxxx
		Name: Xxxx Xxxxx 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/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx 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/ Xxxx X. Xxxxxxxxxx
		Xxxx X. Xxxxxxxxxx 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/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx 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.
Xxxx Dollar Funding Limited
By:		/s/ Xxxxxx Xxxxx
		Name: Xxxxxx Xxxxx 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/ Xxxx Xxxxx
		Name: Xxxx Xxxxx 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.

XXXXXXXXXX.XXX, 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

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