AMENDMENT NO. 2 TO THE CREDIT AGREEMENT

Exhibit 10.1

Execution Version

AMENDMENT NO. 2 TO THE CREDIT AGREEMENT

Dated as of June 1, 2007

AMENDMENT NO. 2 TO THE CREDIT AGREEMENT among Affinion Group Holdings, Inc., a Delaware corporation (“Holdings”), Affinion Group, Inc., a Delaware corporation (the “Borrower”), the Lenders (as defined in the Credit Agreement referred to below) listed on the signature pages hereto, the various agents party hereto, and Credit Suisse, Cayman Islands Branch, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

PRELIMINARY STATEMENTS:

(1) Holdings and the Borrower have entered into that certain Credit Agreement, dated as of October 17, 2005, as amended by Amendment No. 1 to the Credit Agreement, dated as of December 22, 2006 (the “Credit Agreement”), with the Administrative Agent, Deutsche Bank Securities, Inc, as syndication agent, and Bank of America, N.A. and BNP Paribas Securities Corp., as documentation agents. Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement.

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

(3) Accordingly, in consideration of the mutual agreements set forth herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows, effective as of the Amendment No. 2 Effective Date (as defined below):

SECTION 1. Amendments to Credit Agreement.

(a) Section 1.01 of the Credit Agreement is hereby amended by inserting therein the following new defined terms in the correct alphabetical order:

“Amendment No. 2” means Amendment No. 2, dated as of June 1, 2007, to the Credit Agreement dated as of October 17, 2005 among Holdings, the Borrower, each of the Lenders listed on the signature pages thereto and the Administrative Agent.

“Amendment No. 2 Effective Date” has the meaning specified in Amendment No. 2.

“Holdings Credit Agreement” means the Credit Agreement dated as of January 31, 2007, among Holdings, the lenders party thereto, Deutsche Bank Trust Company Americas, as administrative agent and Bank of America Securities LLC, as syndication agent, as in effect on the Amendment No. 2 Effective Date, and as amended from time to time thereafter.

Amendment No. 2 to the Affinion Credit Agreement

(b) Section 2.19(d) of the Credit Agreement is hereby amended by replacing the words “on or before the date that is one year after the Closing Date” with “after the Amendment No. 2 Effective Date but prior to March 1, 2008”.

“(h) after an applicable Bridge Financing Covenant Release, the Borrower may elect to declare and pay Dividends to Holdings in an amount not to exceed the Available Free Cash Flow Amount, such election to be specified as provided in a written notice of a Responsible Officer of the Borrower calculating in reasonable detail the amount of Available Free Cash Flow Amount immediately prior to such election and the amount thereof elected to be so applied; provided, that (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom and any related transactions (including, without limitation, the incurrence of any Indebtedness), and (ii) if the declaration and payment of a Dividend to Holdings in order to permit Holdings to make the cash interest payment scheduled to be made on March 1, 2008 with respect to the Holdings Credit Agreement (the “Holdings March 2008 Interest Dividend”) exceeds the amount of interest that Holdings actually pays in cash for such interest period under Section 2.07(a) of the Holdings Credit Agreement, as in effect on the Amendment No. 2 Effective Date (the “Excess Dividend”), then such Excess Dividend shall promptly be returned by Holdings to Borrower in the form of a cash capital contribution, and (iii) for any such Dividend other than the Holdings March 2008 Interest Dividend, immediately after giving effect to the payment of such Dividend and any related transactions (including, without limitation, the incurrence of any Indebtedness) on a Pro Forma Basis, the Senior Secured Bank Leverage Ratio shall not exceed 2.25 to 1.0;”

(d) Section 6.08(b) of the Credit Agreement is hereby amended by replacing the “and” prior to clause (v) thereof with “,” and by replacing the “.” at the end of the section with:

“and (vi) holding the proceeds of Dividends received pursuant to Section 6.06(h) and investing such proceeds in Permitted Investments.”

SECTION 2. Conditions of Effectiveness. This Amendment is subject to the provisions of Section 9.08 of the Credit Agreement. This Amendment shall become effective as of the date when, and only when, (the “Amendment No. 2 Effective Date”) each of the following conditions shall have been fulfilled to the satisfaction of the Administrative Agent:

The Administrative Agent shall have received counterparts of this Amendment executed by Holdings, the Borrower, each of the Tranche B Lenders and the Required Lenders or, as to any of such Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Amendment, and the Administrative Agent shall have additionally received all of following documents, each of which (unless otherwise specified) shall be dated the date of

Amendment No. 2 to the Affinion Credit Agreement

receipt thereof by the Administrative Agent (unless otherwise specified) and in sufficient copies for each Lender, in form and substance satisfactory to the Administrative Agent (unless otherwise specified) and in sufficient copies for each Lender:

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

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

(A) The representations and warranties contained in the Loan Documents and in Section 3 hereof that are qualified by materiality are true and correct, and each of such representations and warranties that are no so qualified are true and correct in all material respects, in each case, on and as of the date of such certificate as though made on and as of such date other than any such representations and warranties that, by their terms, expressly refer to a specific date other than the date of such certificate, in which case as of such specific date; and

(B) As of the Amendment No. 2 Effective Date, no event has occurred and is continuing that constitutes a Default or an Event of Default.

SECTION 3. Representations and Warranties of the Borrower. The Borrower represents and warrants as follows:

(a) The execution, delivery and performance by Holdings and the Borrower of this Amendment, the execution and delivery of the Consent hereto by each Subsidiary Guarantor and the performance by Holdings, the Borrower and each Subsidiary Guarantor of the Credit Agreement, as amended hereby, have been duly authorized by all necessary corporate action.

(b) This Amendment has been duly executed and delivered by Holdings and the Borrower and the Consent has been duly executed by each Subsidiary Guarantor. This Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of Holdings, the Borrower and the Subsidiary Guarantors, enforceable against Holdings, the Borrower and the Subsidiary Guarantors in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally, and subject to the effects of general principles of equity (regardless of whether considered in a proceeding in equity or at law).

Amendment No. 2 to the Affinion Credit Agreement

SECTION 4. Reference to and Effect on the Credit Agreement and the other Loan Documents. (a) On and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment.

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

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

SECTION 5. Costs and Expenses. The Borrower agrees to pay on demand all costs and expenses of the Administrative Agent in connection with the administration of the Credit Agreement and the preparation, execution, delivery and administration, modification and amendment of this Amendment and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent) in accordance with the terms of Section 9.05 of the Credit Agreement.

SECTION 6. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment.

SECTION 7. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

Amendment No. 2 to the Affinion Credit Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.


AFFINION GROUP, INC.

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

AFFINION GROUP HOLDINGS, INC.

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

Amendment No. 2 to the Affinion Credit Agreement


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

Agreed as of the date first above written:

CREDIT SUISSE, CAYMAN ISLANDS BRANCH,
as Administrative Agent and as Lender

By:		/s/ Xxxxxx Xxxx
		Name: Xxxxxx Xxxx
		Title: Managing Director

By:		/s/ Xxxxxx X. Xxxxxxx
		Name: Xxxxxx X. Xxxxxxx
		Title: Associate

Amendment No. 2 to the Affinion Credit Agreement


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

	Agreed as of the date first above written:

Lender:	IKB Capital Corporation

	By:	/s/ Xxxxx X. Xxxxxx
		Name: Xxxxx X. Xxxxxx
		Title: President

	By:	/s/ Xxxxxxx Xxxxxx
		Name: Xxxxxxx Xxxxxx
		Title: Portfolio Manager

Lender:	Bacchus (US) 2006-1, Ltd

	By:	/s/ Xxxxx X. Xxxxxx
		Name: Xxxxx X. Xxxxxx
		Title: President

	By:	/s/ Xxxxxxx Xxxxxx
		Name: Xxxxxxx Xxxxxx
		Title: Vice President

Lender:	Rosedale CLO
	By: Princeton Advisory Group, Inc. the Collateral Agent Acting as Attorney-In-Fact

	By:	/s/ Xxxxxxxx Xxxxxx
		Name: Xxxxxxxx Xxxxxx
		Title: Vice President


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

	By:	/s/ Xxxx Xxxx
		Name: Xxxx Xxxx
		Title: Assistant Vice President


Lender:	Hartford Institutional Trust, on behalf of its Floating Rate Bank Loan Series
	By: Hartford Investment Management Company, Its Investment Manager

	By:	/s/ Xxxx Xxxx
		Name: Xxxx Xxxx
		Title: Assistant Vice President

Amendment No. 2 to the Affinion Credit Agreement


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

	Agreed as of the date first above written:

Lender:	Whitehorse III, Ltd.
	By: Whitehorse Capital Partners, L.P.
	as Collateral Manager

	By:	/s/ Xxxxx X. Xxxxxxxxx, CFA
		Name: Xxxxx X. Xxxxxxxxx, CFA
		Title: Portfolio Manager

Lender:	GOF Loan Funding LLC

	By:	/s/ Xxxxxx Xxxxxxxxx
		Name: Xxxxxx Xxxxxxxxx
		Title: Attorney-in-fact

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

	By:	/s/ Xxxx X. Xxxxxx
		Name: Xxxx X. Xxxxxx
		Title: Senior Vice President

Lender:	Hartford Institutional Trust, on behalf of its Floating Rate Bank Loan Series By: Hartford Investment Management Company, Its Investment Manager

	By:	/s/ Xxxx X. Xxxxxx
		Name: Xxxx X. Xxxxxx
		Title: Senior Vice President

Lender:	GOF Loan Funding LLC

	By:	/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title: Attorney in fact

Lender:	Cannington Funding Ltd.
	By: Silvermine Capital management LTD
	as Investment Manager

	By:	/s/ Xxxxxxx X. Xxxxx
		Name: Xxxxxxx X. Xxxxx
		Title: Managing Director

Amendment No. 2 to the Affinion Credit Agreement


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



Agreed as of the date first above written:



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

	By:	/s/ Xxxxxxx X. Xxxxx
		Name: Xxxxxxx X. Xxxxx
		Title: Managing Director


Lender:	Greens Creek Funding Ltd.,
	By: Silvermine Capital Management, LLC
	as Investment Manager

	By:	/s/ Xxxxxxx X. Xxxxx
		Name: Xxxxxxx X. Xxxxx
		Title: Managing Director


Lender:	Xxxxxxxx Funding Ltd.
	By: Silvermine Capital Management, LLC
	as Investment Manager

	By:	/s/ Xxxxxxx X. Xxxxx
		Name: Xxxxxxx X. Xxxxx
		Title: Managing Director

Lender:	Beecher CBNA Loan Funding LLC

	By:	/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title: As Attorney In Fact

Lender:	Bushnell CBNA Loan Funding LLC, for itself or as agent for Bushnell CFPI Loan Funding LLC.

	By:	/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title: Attorney In Fact

Lender:	Xxxxxxx CBNA Loan Funding LLC, for itself or as agent for Xxxxxxx CFPI Loan Funding LLC.

	By:	/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title: Attorney In Fact

Amendment No. 2 to the Affinion Credit Agreement


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

	Agreed as of the date first above written:

Lender:	Trumbull THC2 Loan Funding LLC, for itself or as agent for Trumbull THC2 CFPI Loan Funding LLC.

	By:	/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title: Attorney In Fact

Lender:	Xxxxx Street CLO III Ltd
	as Warehouse Manager

	By:	/s/ Xxxx Xxxxx
		Name: Xxxx Xxxxx
		Title: Vice President

Lender:	Xxxxx Street Funding CLO 2005-1 Ltd. as Collateral Manager

	By:	/s/ Xxxx Xxxxx
		Name: Xxxx Xxxxx
		Title: Vice President

Lender:	GoldenTree Capital Opportunities, LP By: GoldenTree Asset Management, LP

	By:	/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title: Authorized Signatory

Lender:	GoldenTree 2004 Trust
	By: GoldenTree Asset Management, LP

	By:	/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title: Authorized Signatory

Lender:	GoldenTree Loan Opportunities IV, Ltd By: GoldenTree Asset Management, LP

	By:	/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title: Authorized Signatory

Amendment No. 2 to the Affinion Credit Agreement


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

	Agreed as of the date first above written:

Lender:	NACM CLO I

	By:	/s/ Xxxxxx Xxxxxxx
		Name Xxxxxx Xxxxxxx
		Title: Authorized Signatory

Lender:	Deutsche Bank AG New York Branch

	By:	/s/ Xxxxxxx Xxxxxxx
		Name: Xxxxxxx Xxxxxxx
		Title: Director

	By:	/s/ Xxxxxx Xxxxxxx
		Name: Xxxxxx Xxxxxxx
		Title: Vice President

Lender:	Premium Loan Trust I, Ltd.

	By:	/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title: Director

Lender:	Light Point CLO III, Ltd.

	By:	/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title: Director

Lender:	Light Point CLO IV, Ltd.

	By:	/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title: Director

Lender:	Light Point CLO V, Ltd.

	By:	/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title: Director

Ammendment No. 2 to the Affinion Credit Agreement


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

	Agreed as of the date first above written:

Lender:	Wind River CLO I Ltd.
	By: XxXxxxxxx Investment Management, LLC
	as Manager

	By:	/s/ Xxxxxxxx X. Xxxx
		Name: Xxxxxxxx X. Xxxx
		Title: Vice President

Lender:	Wind River CLO II – Xxxx Investors, Ltd. By: XxXxxxxxx Investment Management, LLC as Manager

	By:	/s/ Xxxxxxxx X. Xxxx
		Name: Xxxxxxxx X. Xxxx
		Title: Vice President

Lender:	XxXxxxxxx Loan Opportunity Ltd. By: XxXxxxxxx Investment Management, LLC as Investment Manager

	By:	/s/ Xxxxxxxx X. Xxxx
		Name: Xxxxxxxx X. Xxxx
		Title: Vice President

Lender:	Gannett Peak CLO I Ltd. By: XxXxxxxxx Investment Management, LLC as Investment Manager

	By:	/s/ Xxxxxxxx X. Xxxx
		Name: Xxxxxxxx X. Xxxx
		Title: Vice President

Lender:	BNP Paribas

	By:	/s/ Xxxxxx Xxxxxxx
		Name: Xxxxxx Xxxxxxx
		Title: Director

	By:	/s/ Xxxxxxx Xxxxxx
		Name: Xxxxxxx Xxxxxx
		Title: Vice President

Ammendment No. 2 to the Affinion Credit Agreement


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

	Agreed as of the date first above written:

Lender:	Atlas Loan Funding (Hartford), LLC
	By: Atlas Capital Funding, Ltd.
	By: Structured Asset Investors, LLC Its: Investment Manager

	By:	/s/ Xxxxx X. Xxxxx
		Name: Xxxxx X. Xxxxx
		Title: Vice President

Lender:	WB Loan Funding 6 (Onshore), LLC

	By:	/s/ Xxxxx X. Xxxxx
		Name: Xxxxx X. Xxxxx
		Title: Vice President

Lender:	WB Loan Funding 7 (Onshore), LLC

	By:	/s/ Xxxxx X. Xxxxx
		Name: Xxxxx X. Xxxxx
		Title: Vice President

Lender:	Hamlet II, Ltd. By: Octagon Credit Investors, LLC as Portfolio Manager

	By:	/s/ Xxxxxxx X. Xxxxxxxxx
		Name: Xxxxxxx X. Xxxxxxxxx
		Title: Senior Portfolio Manager

Lender:	Octagon Investment Partners IX, Ltd. By: Octagon Credit Investors, LTD as Manager

	By:	/s/ Xxxxxxx X. Xxxxxxxxx
		Name: Xxxxxxx X. Xxxxxxxxx
		Title: Senior Portfolio Manager

Lender:	Octagon Investment Partners V, Ltd. By: Octagon Credit Investors, LLC as Portfolio Manager

	By	/s/ Xxxxxxx X. Xxxxxxxxx
		Name: Xxxxxxx X. Xxxxxxxxx
		Title: Senior Portfolio Manager

Ammendment No. 2 to the Affinion Credit Agreement


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

	Agreed as of the date first above written:

Lender:	Octagon Investment Partners VI, Ltd.
	By: Octagon Credit Investors, LLC
	as collateral manager

	By:	/s/ Xxxxxxx X. Xxxxxxxxx
		Name: Xxxxxxx X. Xxxxxxxxx
		Title: Senior Portfolio Manager

Lender:	Octagon Investment Partners VII, Ltd.
	By: Octagon Credit Investors, LLC
	as collateral manager

	By:	/s/ Xxxxxxx X. Xxxxxxxxx
		Name: Xxxxxxx X. Xxxxxxxxx
		Title: Senior Portfolio Manager

Lender:	Octagon Investment Partners VIII, Ltd. By: Octagon Credit Investors, LLC as collateral manager

	By:	/s/ Xxxxxxx X. Xxxxxxxxx
		Name: Xxxxxxx X. Xxxxxxxxx
		Title: Senior Portfolio Manager

Lender:	Octagon Investment Partners X, Ltd. By: Octagon Credit Investors, LLC as collateral manager

	By:	/s/ Xxxxxxx X. Xxxxxxxxx
		Name: Xxxxxxx X. Xxxxxxxxx
		Title: Senior Portfolio Manager

Lender:	Octagon Investment Partners XI, Ltd. By: Octagon Credit Investors, LLC as Manager

	By:	/s/ Xxxxxxx X. Xxxxxxxxx
		Name: Xxxxxxx X. Xxxxxxxxx
		Title: Collateral Manager

Ammendment No. 2 to the Affinion Credit Agreement


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

	Agreed as of the date first above written:

Lender:	MFL Ares Enhanced Loan Investment Strategy IR, Ltd. as Trustee of the Ares Enhanced Loan Investment Strategy IR Trust

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

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

	By: Ares Management LLC, as its Manager

	By:	/s/ Xxxx X. Xxxxxxx
		Name: Xxxx X. Xxxxxxx
		Title: Vice President

Lender:	Ares Enhanced Loan Investment Strategy II, Ltd.

	By: Ares Enhanced Loan Management II, L.P.,
	Its:	Investment Manager

	By:	Ares Enhanced Loan XX XX, LLC
	Its:	General Partner

	By:	/s/ Xxxx X. Xxxxxxx
		Name: Xxxx X. Xxxxxxx
		Title: Vice President

Lender:	Ares IIR/IVR CLO Ltd.
	By:	Ares CLO Management IIR/IVR, L.P.

	By: Ares CLO OP IIIR/IVR, LLC, Its General Partner, its Manager

	By:	Ares Management LLC, its Manager

	By:	/s/ Xxxx X. Xxxxxxx
		Name: Xxxx X. Xxxxxxx
		Title: Vice President

Amendment No. 2 to the Affinion Credit Agreement


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

	Agreed as of the date first above written:

Lender:	Ares IIR CLO Ltd.
	By: Ares CLO Management IIR, L.P.,
	Its: Investment Manager

	By: Ares CLO IIR, LLC, Its: General Partner

	By:	/s/ Xxxx X. Xxxxxxx
		Name: Xxxx X. Xxxxxxx
		Title: Vice President

Lender:	Ares VR CLO Ltd.

	By: Ares CLO Management VR, L.P., Investment Manager

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

	By:	/s/ Xxxx X. Xxxxxxx
		Name: Xxxx X. Xxxxxxx
		Title: Vice President

	Ares VIR CLO Ltd By: Ares CLO Management VIR, L.P., Investment Manager

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

	By:	/s/ Xxxx X. Xxxxxxx
		Name: Xxxx X. Xxxxxxx
		Title: Vice President

Lender:	Ares VII CLO Ltd. By: Ares CLO Management VII, L.P., Investment Manager

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

	By:	/s/ Xxxx X. Xxxxxxx
		Name: Xxxx X. Xxxxxxx
		Title: Vice President

Amendment No. 2 to the Affinion Credit Agreement


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

	Agreed as of the date first above written:

Lender:	Ares VII CLO Ltd.

	By: Ares CLO Management VIII L.P.,
	Investment Manager

	By: Ares CLO GP VIII, LLC,
	General Partner

	By:	/s/ Xxxx X. Xxxxxxx
		Name: Xxxx X. Xxxxxxx
		Title: Vice President

Lender:	Ares IX CLO Ltd.
	By: Ares CLO Management IX, L.P.,
	Its: Investment Manager

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

	By:	/s/ Xxxx X. Xxxxxxx
		Name: Xxxx X. Xxxxxxx
		Title: Vice President

Lender:	Ares VII CLO Ltd.

	By: Ares CLO Management VII L.P.
	Investment Manager

	By: Ares CLO GP VII, LLC
	General Partner

	By:	/s/ Xxxx X. Xxxxxxx
		Name: Xxxx X. Xxxxxxx
		Title: Vice President
	Its: General Partner

	By: Ares CLO GP VIII, L.P., Its: General Partner

	By:	/s/ Xxxx X. Xxxxxxx
		Name: Xxxx X. Xxxxxxx
		Title: Vice President

Amendment No. 2 to the Affinion Credit Agreement


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

	Agreed as of the date first above written:

Lender:	Ares IX CLO Ltd.

	By: Ares CLO Management IX, L.P.
	Its: Investment Manager

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

	By:	/s/ Xxxx X. Xxxxxxx
		Name: Xxxx X. Xxxxxxx
		Title: Vice President

Lender:	Ares X CLO Ltd. By: Ares CLO Management X, L.P. Its: Investment Manager

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

	By:	/s/ Xxxx X. Xxxxxxx
		Name: Xxxx X. Xxxxxxx
		Title Vice President

Lender:	Ares Leveraged Finance General I By: Ares CLO Management XI, L.P.

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

	By: Ares Management LLC, Its: Manager

	By:	/s/ Xxxx X. Xxxxxxx
		Name: Xxxx X. Xxxxxxx
		Title: Vice President

Lender:	Ares VIII CLO Ltd. By: Ares CLO Management VIII, L.P., Its: Investment Manager

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

	By:	/s/ Xxxx X. Xxxxxxx
		Name: Xxxx X. Xxxxxxx
		Title: Vice President

Amendment No. 2 to the Affinion Credit Agreement


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

	Agreed as of the date first above written:

Lender:	Ares Leveraged Finance General I

	By: Ares CLO Management XI, L.P.

	Ares CLO GP XI, LLC,
	Its General Partner

	Ares Management LLC,
	Its Manager

	By:	/s/ Xxxx X. Xxxxxxx
		Name: Xxxx X. Xxxxxxx
		Title: Vice President

Lender:	Confluent 2 Limited

	By: Ares Private Account Management I, L.P., as Sub-Manager
	By: Ares Private Account Management I GP, LLC,
	As General Partner

	Ares Management LLC,
	as Manager

	By:	/s/ Xxxx X. Xxxxxxx
		Name: Xxxx X. Xxxxxxx
		Title: Vice President

Lender:	Navigare Total Return Loan Fund I
	(Segregated Portfolio)

	By:	/s/ Xxxxx X. Xxxxxxx
		Name: Xxxxx X. Xxxxxxx
		Title: Managing Director

Lender:	Navigare Funding II CLO, Ltd.

	By:	Navigare Partners LLC
	as Collateral Manager

	By:	/s/ Xxxxx X. Xxxxxxx
		Name: Xxxxx X. Xxxxxxx
		Title: Managing Director

Amendment No. 2 to the Affinion Credit Agreement


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

	Agreed as of the date first above written:

Lender:	Navigare Funding I CLO Ltd

	By: Navigare Partners LLC, Its collateral manager

	By:	/s/ Xxxxx X. Xxxxxxx
		Name: Xxxxx X. Xxxxxxx
		Title: Managing Director

Lender:	Canyon Capital CDO 2001-I, Ltd.

	By:	/s/ Xxxxxxx Xxxxxx
		Name: Xxxxxxx Xxxxxx
		Title: Authorized Signatory

	Canyon Capital Advisors LLC, a Delaware Limited Liability Company its Collateral Manager

Lender:	Canyon Capital CLO 2006-I, Ltd.

	By:	/s/ Xxxxxxxxx Xxxxxx
		Name: Xxxxxxxxx Xxxxxx
		Title: Authorized Signatory

	Canyon Capital Advisors LLC, a Delaware Limited Liability Company,
	its Colateral Manager

Lender:	Canyon Capital CLO 2004-I, Ltd.

	By:	/s/ Xxxxxxxxx Xxxxxx
		Name: Xxxxxxxxx Xxxxxx
		Title: Authorized Signatory

	Canyon Capital Advisors LLC, a Delaware Limited Liability Company, its Colateral Manager

Lender:	Cornerstone CLO Ltd.
	By: Stone Tower Debt Advisors LLC
	as its Collateral Manager

	By:	/s/ Xxxxxxx X. Xxxxxxxxx
		Name: Xxxxxxx X. Xxxxxxxxx
		Title: Authorized Signatory

Amendment No. 2 to the Affinion Credit Agreement


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

	Agreed as of the date first above written:

Lender:	Granite Ventures I Ltd.
	By: Stone Tower Debt Advisor LLC
	as its Collateral Manager

	By:	/s/ Xxxxxxx X. Xxxxxxxxx
		Name: Xxxxxxx X. Xxxxxxxxx
		Title: Authorized Signatory

Lender:	Granite Ventures II Ltd.
	By: Stone Tower Debt Advisors LLC
	as its Collateral Manager

	By:	/s/ Xxxxxxx X. Xxxxxxxxx
		Name: Xxxxxxx X. Xxxxxxxxx
		Title: Authorized Signatory

Lender:	Granite Ventures III Ltd. By: Stone Tower Debt Advisors LLC as its Collateral Manager

	By:	/s/ Xxxxxxx X. Xxxxxxxxx
		Name: Xxxxxxx X. Xxxxxxxxx
		Title: Authorized Signatory

Lender:	Rampart CLO 2007 Ltd. By: Stone Tower Debt Advisors LLC as its Collateral Manager

	By:	/s/ Xxxxxxx X. Xxxxxxxxx
		Name: Xxxxxxx X. Xxxxxxxxx
		Title: Authorized Signatory

Lender:	Rampart CLO I Ltd. By: Stone Tower Debt Advisors LLC as its Collateral Manager

	By:	/s/ Xxxxxxx X. Xxxxxxxxx
		Name: Xxxxxxx X. Xxxxxxxxx
		Title: Authorized Signatory

Amendment No. 2 to the Affinion Credit Agreement


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

	Agreed as of the date first above written:

Lender:	Stone Tower CLO II Ltd.
	By: Stone Tower Debt Advisors LLC
	as its Collateral Manager

	By:	/s/ Xxxxxxx X. Xxxxxxxxx
		Name: Xxxxxxx X. Xxxxxxxxx
		Title: Authorized Signatory

Lender:	Stone Tower CDO Ltd.
	By: Stone Tower Debt Advisors LLC
	as its Collateral Manager

	By:	/s/ Xxxxxxx X. Xxxxxxxxx
		Name: Xxxxxxx X. Xxxxxxxxx
		Title: Authorized Signatory

	Stone Tower CLO II Ltd.
	By: Stone Tower Debt Advisors LLC
	as its Collateral Manager

	By:	/s/ Xxxxxxx X. Xxxxxxxxx
		Name: Xxxxxxx X. Xxxxxxxxx
		Title: Authorized Signatory

Lender:	Stone Tower CLO III Ltd.
	By: Stone Tower Debt Advisors LLC
	as its Collateral Manager

	By:	/s/ Xxxxxxx X. Xxxxxxxxx
		Name: Xxxxxxx X. Xxxxxxxxx
		Title: Authorized Signatory

Lender:	Stone Tower CLO IV Ltd. By: Stone Tower Debt Advisors LLC as its Collateral Manager

	By:	/s/ Xxxxxxx X. Xxxxxxxxx
		Name: Xxxxxxx X. Xxxxxxxxx
		Title: Authorized Signatory

Amendment No. 2 to the Affinion Credit Agreement


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

	Agreed as of the date first above written:

Lender:	Stone Tower CLO V Ltd.
	By: Stone Tower Debt Advisors LLC
	as its Collateral Manager

	By:	/s/ Xxxxxxx X. Xxxxxxxxx
		Name: Xxxxxxx X. Xxxxxxxxx
		Title: Authorized Signatory

Lender:	Stone Tower CLO VI Ltd.
	By: Stone Tower Debt Advisors LLC
	as its Collateral Manager

	By:	/s/ Xxxxxxx X. Xxxxxxxxx
		Name: Xxxxxxx X. Xxxxxxxxx
		Title: Authorized Signatory

Lender:	Stone Tower Credit Funding I Ltd. By: Stone Tower Fund Management LLC as its Collateral Manager

	By:	/s/ Xxxxxxx X. Xxxxxxxxx
		Name: Xxxxxxx X. Xxxxxxxxx
		Title: Authorized Signatory

Lender:	Grand Central Asset Trust, CLAR Series

	By:	/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title: As Attorney In Fact

Lender:	UBS AG, Stamford Branch

	By:	/s/ Xxxxxxx Xxxxxxxxx
		Name: Xxxxxxx Xxxxxxxxx
		Title: Director
		Banking Products Services, US

	By:	/s/ Xxxxxx X. Xxxxxxxx
		Name: Xxxxxx X. Xxxxxxxx
		Title: Associate Director
		Banking Products Services, US

Amendment No. 2 to the Affinion Credit Agreements


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

	Agreed as of the date first above written:

Lender:	Gulf Stream-Compass CLO 2002-I Ltd.
	By: Gulf Stream Asset Management LLC
	as Collateral Manager

	By:	/s/ Xxxxx X. Love
		Name: Xxxxx X. Love
		Title: Chief Credit Officer

	Gulf Stream-Compass CLO 2003-I Ltd. By: Gulf Stream Asset Management LLC as Collateral Manager

	By:	/s/ Xxxxx X. Love
		Name: Xxxxx X. Love
		Title: Chief Credit Officer

	Gulf Stream-Compass CLO 2004-I Ltd. By: Gulf Stream Asset Management LLC as Collateral Manager

	By:	/s/ Xxxxx X. Love
		Name: Xxxxx X. Love
		Title: Chief Credit Officer

	Gulf Stream-Compass CLO 2005-II Ltd. By: Gulf Stream Asset Management LLC as Collateral Manager,

	By:	/s/ Xxxxx X. Love
		Name: Xxxxx X. Love
		Title: Chief Credit Officer

Lender:	CIFC Funding 2006-I, Ltd.

	By:	/s/ Xxxxxxxxx X. Xxxx
		Name: Xxxxxxxxx X. Xxxx
		Title: Head of Underwriting

Amendment No. 2 to the Affinion Credit Agreement


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

	Agreed as of the date first above written:

	Credit Suisse Loan Funds LLC,

	By:	/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title: Managing Director

	By:	/s/ Xxxxxx Xxxxxx
		Name: Xxxxxx Xxxxxx
		Title: Director

Lender:	Citibank, N.A.,

	By:	/s/ Xxxxxxxxx X. Xxxxxxx
		Name: Xxxxxxxxx X. Xxxxxxx
		Title: Attorney-In-Fact

Lender:	Senior Debt Portfolio
	By: Boston Management and Research, as Investment Advisor

	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		Title: Vice President

Lender:	Xxxxx Xxxxx Senior Income Trust
	By: Xxxxx Xxxxx Management as Investment Advisor

	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		Title: Vice President

Lender:	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

Amendment No. 2 to the Affinion Credit Agreement


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

	Agreed as of the date first above written:

Lender:	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

Lender:	Xxxxx Xxxxx CDO VIII, Ltd.
	By: Xxxxx Xxxxx Management as Investment Advisor

	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		Title: Vice President

Lender:	Xxxxx Xxxxx CDO IX Ltd.
	By: Xxxxx Xxxxx Management as Investment Advisor

	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		Title: Vice President

Lender:	Xxxxx Xxxxx CDO XI Ltd.
	By: Xxxxx Xxxxx Management as Investment Advisor

	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		Title: Vice President

Lender:	Xxxxxxx & Co.
	By: Boston Management and Research as Investment Advisor

	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		Title: Vice President

Amendment No. 2 to the Affinion Credit Agreement


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

	Agreed as of the date first above written:

Lender:	The Norinchukin Bank, New York Branch, through State Street Bank and Trust Company N.A. as Fiduciary Custodian
	By: Xxxxx Xxxxx Management, Attorney-in-fact

	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		Title: Vice President

Lender:	Big Sky III Senior Loan Trust
	By: Xxxxx Xxxxx Management as Investment Advisor

	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		Title: Vice President

Lender:	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

Lender:	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

Lender:	Xxxxx Xxxxx Senior Floating-Rate Trust
	By: Xxxxx Xxxxx Management as Investment Advisor

	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		Title: Vice President

Amendment No. 2 to the Affinion Credit Agreement


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

	Agreed as of the date first above written:

Lender:	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

Lender:	Xxxxx Xxxxx Variable Leverage Fund Ltd.
	By: Xxxxx Xxxxx Management as Investment Advisor

	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		Title: Vice President

Lender:	Xxxxx Xxxxx Credit Opportunities Fund
	By: Xxxxx Xxxxx Management as Investment Advisor

	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		Title: Vice President

Lender:	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

Lender:	Trimaran CLO IV Ltd
	By: Trimaran Advisors L.L.C

	By:	/s/ Xxxxx X. Xxxxxxxx
		Name: Xxxxx X. Xxxxxxxx
		Title: Managing Director

Lender:	Trimaran CLO V Ltd
	By: Trimaran Advisors L.L.C.

	By:	/s/ Xxxxx X. Xxxxxxxx
		Name: Xxxxx X. Xxxxxxxx
		Title: Managing Director

Amendment No. 2 to the Affinion Credit Agreement


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

	Agreed as of the date first above written:

Lender:	Venture CDO 2002, Ltd By its investment advisor,
	MJX Asset Management LLC

	By:	/s/ Xxxx Xxxxx
		Name: Xxxx Xxxxx
		Title:

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

	By:	/s/ Xxxx Xxxxx
		Name: Xxxx Xxxxx
		Title:

Lender:	Venture III CDO Ltd By its investment advisor, MJX Asset Management LLC

	By:	/s/ Xxxx Xxxxx
		Name: Xxxx Xxxxx
		Title:

Lender:	Venture IV CDO Ltd By its investment advisor, MJX Asset Management LLC

	By:	/s/ Xxxx Xxxxx
		Name: Xxxx Xxxxx
		Title:

Lender:	Venture V CDO Ltd By its investment advisor, MJX Asset Management LLC

	By:	/s/ Xxxx Xxxxx
		Name: Xxxx Xxxxx
		Title:

Amendment No. 2 to the Affinion Credit Agreement


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

	Agreed as of the date first above written:

Lender:	Venture VI CDO Ltd By its investment advisor, MJX Asset Management LLC

	By:	/s/ Xxxx Xxxxx
		Name: Xxxx Xxxxx
		Title:

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

	By:	/s/ Xxxx Xxxxx
		Name: Xxxx Xxxxx
		Title:

Lender:	Vista Leveraged Income Fund By its investment advisor, MJX Asset Management LLC

	By:	/s/ Xxxx Xxxxx
		Name: Xxxx Xxxxx
		Title:

Lender:	Dunes Funding LLC

	By:	/s/ Xxxx X. Xxxxx
		Name: Xxxx X. Xxxxx
		Title: Assistant Vice President

Lender:	Latitude CLO I Ltd.

	By:	/s/ Xxxx Xxxxxxx
		Name: Xxxx Xxxxxxx
		Title: Senior Vice President

Lender:	Latitude CLO II, Ltd.

	By:	/s/ Xxxx Xxxxxxx
		Name: Xxxx Xxxxxxx
		Title: Senior Vice President

Amendment No. 2 to the Affinion Credit Agreement


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

	Agreed as of the date first above written:

Lender:	Stitching Pensioenfonds ABP
	By:	ABP Investments US, Inc., its agent

	By:	/s/ Xxxx Xxxxxxxx
		Name: Xxxx Xxxxxxxx
		Title: President/CEO

Lender:	Xxxxx Street CLO, Ltd.

	By:	/s/ Xxxxxxx Xxxxxxxx
		Name: Xxxxxxx Xxxxxxxx
		Title: Director

Lender:	Xxxxxxx Place CLO, Ltd.

	By:	/s/ Xxxxxxx Xxxxxxxx
		Name: Xxxxxxx Xxxxxxxx
		Title: Director

Lender:	Line Street CLO, Ltd.

	By:	/s/ Xxxxxxx Xxxxxxxx
		Name: Xxxxxxx Xxxxxxxx
		Title: Director

Lender:	Nob Hill CLO, Limited

	By:	/s/ Xxxxxxx Xxxx
		Name: Xxxxxxx Xxxx
		Title: Portfolio Manager

Lender:	Cambria Institutional Loan Fund

	By:	/s/ Xxxx Xxxxxx
		Name: Xxxx Xxxxxx
		Title: SVP

Lender:	Pacifica CDO V, LTD

	By:	/s/ Xxxx Xxxxxx
		Name: Xxxx Xxxxxx
		Title: SVP

Amendment No. 2 to the Affinion Credit Agreement


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

	Agreed as of the date first above written:

Lender:	Alcentra Warehouse, LTD

	By:	/s/ Xxxx Xxxxxx
		Name: Xxxx Xxxxxx
		Title: SVP

Lender:	WatchTower CLO I Plc
	By:	Citadel Limited Partnership, Collateral Manager
	By:	Citadel Investment Group L.L.C. its General Partner

	By:	/s/ Xxxxx X. Xxxxxx
		Name: Xxxxx X. Xxxxxx
		Title: Authorized Signatory

Lender:	Xxxxxx Xxxxxxx Senior Funding, Inc.

	By:	/s/ Xxxxx X. Xxxxx
		Name: Xxxxx X. Xxxxx
		Title: Vice President

Lender:	Bank of America N.A.

	By:	/s/ Xxxxx Xxxx
		Name: Xxxxx Xxxx
		Title: Senior Vice President

Lender:	Franklin Floating Rate Master Series

	By:	/s/ Xxxxxxx Xxx
		Name: Xxxxxxx Xxx
		Title: Vice President

Lender:	Franklin Floating Rate Daily Access Fund

	By:	/s/ Xxxxxxx Xxx
		Name: Xxxxxxx Xxx
		Title: Vice President

Lender:	CLO IV Warehouse

	By:	/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title: Vice President

Amendment No. 2 to the Affinion Credit Agreement


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

	Agreed as of the date first above written:

Lender:	Franklin CLO IV, Ltd.

	By:	/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title: Vice President

Lender:	Franklin CLO V, Ltd.

	By:	/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title: Vice President

Lender:	Blue Shield of California

	By:	/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title: Vice President

Amendment No. 2 to the Affinion Credit Agreement

CONSENT

Dated as of June 1, 2007

Reference is made to (a) Amendment No. 2 to the Credit Agreement dated as of June 1, 2007 (the “Amendment”; capitalized terms not otherwise defined herein being used herein as defined in the Amendment and in the Credit Agreement referred to below), (b) the Credit Agreement dated as of October 17, 2005 among Affinion Group Holdings, Inc., Affinion Group, Inc., as the Borrower, Credit Suisse, Cayman Islands Branch, as administrative agent for the Lenders, and the Lenders and Agents referred to therein, as amended by Amendment No. 1 to the Credit Agreement dated as of December 22, 2006 (the “Credit Agreement”), and (c) the other Loan Documents referred to therein.

The undersigned as parties to one or more of the Loan Documents, each hereby consents to the execution, delivery and the performance of the Amendment and agrees that each of the Loan Documents to which it is a party is, and shall continue to be, in full force and effect and is hereby in all respects ratified and confirmed on the Amendment No. 2 Effective Date, except that, on and after the Amendment No. 2 Effective Date, each reference to “the Credit Agreement”, “thereunder”, “thereof”, “therein” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement, as amended and otherwise modified by the Amendment.

This Consent shall be governed by, and construed in accordance with, the laws of the State of New York.

[Signature pages follow]

Amendment No. 2 to the Affinion Credit Agreement


AFFINION DATA SERVICES, INC.
AFFINION GROUP, LLC
AFFINION PUBLISHING, INC.
XXXXXXXX AGENCY, INC.
LONG TERM PREFERRED CARE, INC.
AFFINION BENEFITS GRJOUP, INC.
TRAVELER’S ADVANTAGE SERVICES, INC.
TRILEGIANT AUTO SERVICES, INC.
TRILEGIANT CORPORATION
TRILEGIANT INSURANCE SERVICES, INC.
AFFINION LOYALTY GROUP, INC.
TRILEGIANT RETAIL SERVICES, INC.

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

CUC ASIA HOLDINGS

By:		Trilegiant Retail Services, Inc., its General Partner

By:		Trilegiant Corporation, its General Partner

By:		/s/ Xxxxxxxxx Xxxxxx
		Name: Xxxxxxxxx Xxxxxx
		Title: Chief Executive Officer of each of Trilegiant Retail Services, Inc., and Trilegiant Corporation

Amendment No. 2 to the Affinion Credit Agreement

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AMENDMENT NO. 2 TO THE CREDIT AGREEMENT

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