AMENDMENT NO. 1 TO THE CREDIT AGREEMENT

Exhibit 10.1

Execution Version

AMENDMENT NO. 1 TO THE CREDIT AGREEMENT

Dated as of December 22, 2006        

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

PRELIMINARY STATEMENTS:

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

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

(3) Accordingly, in consideration of the mutual agreements set forth herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows, effective as of the Amendment No. 1 Effective Date (as defined below):

SECTION 1. Amendments to Credit Agreement.

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

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

  " Amendment No. 1 Effective Date " has the meaning specified in Amendment No. 1.

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

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

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

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

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

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

  A " Change in Control " shall be deemed to occur if:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SECTION 4. Representations and Warranties of the Borrower . The Borrower represents and warrants as follows:

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

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

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SECTION 5. Reference to and Effect on the Credit Agreement and the other Loan Documents . (a) On and after the effectiveness of this Amendment, each reference in the Credit Agreement to "this Agreement", "hereunder", "hereof" or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to "the Credit Agreement", "thereunder", "thereof" or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment.

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

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

SECTION 6. Costs and Expenses . The Borrower agrees to pay on demand all costs and expenses of the Administrative Agent in connection with the administration of the Credit Agreement and the preparation, execution, delivery and administration, modification and amendment of this Amendment and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent) in accordance with the terms of Section 9.05 of the Credit Agreement.

SECTION 7. Execution in Counterparts . This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment.

SECTION 8. Governing Law . This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

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

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