Item 1.01. Entry into a Material Definitive Agreement. Vertrue Incorporated (the "Company") entered into a First Supplemental Indenture dated as of April 28, 2006 with Bargain Network, Inc., Lavalife Inc., My Choice Medical Holdings, Inc., MemberWorks Canada Corporation, the current guarantors of the 9.25% Senior Notes due 2014 and LaSalle Bank National Association as trustee. The First Supplemental Indenture supplements the Indenture dated as of April 13, 2004 relating to the 9.25% Senior Notes due 2014 which was filed on May 14, 2004 as Exhibit 4.1 to the Company's Registration Statement on Form S-4, Registration No. 333-115500. As a result of the First Supplemental Indenture, substantially all of Vertrue's subsidiaries guarantee Vertrue's payments under the 9.25% Senior Notes. The First Supplemental Indenture is filed as Exhibit 4.1 herewith. Item 9.01. Financial Statements, Pro Forma Financial Statements and Exhibits. (c) Exhibits: 4.1 First Supplemental Indenture dated as of April 28, 2006 among Bargain Network, Inc., Lavalife Inc., My Choice Medical Holdings, Inc., MemberWorks Canada Corporation, the current Guarantors of the Notes, the Company and LaSalle Bank National Association as trustee. 1 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. VERTRUE INCORPORATED (Registrant) Date: May 3, 2006 By: /s/ Gary A. Johnson ------------------------------------ NAME: Gary A. Johnson TITLE: President and Chief Executive Officer 2 INDEX TO EXHIBITS No. Description --- ----------- 4.1 First Supplemental Indenture dated as of April 28, 2006 among Bargain Network, Inc., Lavalife Inc., My Choice Medical Holdings, Inc., MemberWorks Canada Corporation, the current Guarantors of the Notes, the Company and LaSalle Bank National Association as trustee. 3