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- S-4 Registration of securities issued in business combination transactions
- 2.1 Purchase Agreement Dated As of July 26, 2005
- 3.1 Amended and Restated Certificate of Incorporation of Affinion Group, Inc.
- 3.2 Bylaws of Affinion Group, Inc.
- 3.3 Certificate of Incorporation of Affinion Benefits Group, Inc.
- 3.4 Second Amended and Restated Bylaws of Affinion Benefits Group, Inc.
- 3.5 Certificate of Incorporation of Affinion Data Services, Inc.
- 3.6 Amended and Restated By-laws of Affinion Data Services, Inc.
- 3.7 Certificate of Formation of Affinion Group, LLC
- 3.8 Limited Liability Company Agreement of Affinion Group, LLC
- 3.9 Certificate of Formation of Affinion Publishing, LLC
- 3.10 Limited Liability Company Operating Agreement of Affinion Publishing, LLC
- 3.11 Articles of Incorporation of Cardwell Agency, Inc.
- 3.12 Amended and Restated By-laws of Cardwell Agency, Inc.
- 3.13 Partnership Agreement of Cuc Asia Holdings
- 3.14 Charter of Long Term Preferred Care, Inc.
- 3.15 Amended and Restated Bylaws of Long Term Preferred Care, Inc.
- 3.16 Certificate of Incorporation of Travelers Advantage Services, Inc.
- 3.17 Amended and Restated By-laws of Travelers Advantage Services, Inc.
- 3.18 Articles of Incorporation of Trilegiant Auto Services, Inc.
- 3.19 Amended and Restated Bylaws of Trilegiant Auto Services, Inc.
- 3.20 Restated Certificate of Incorporation of Trilegiant Corporation
- 3.21 Amended and Restated By-laws of Trilegiant Corporation
- 3.22 Certificate of Incorporation of Trilegiant Insurance Services, Inc.
- 3.23 Amended and Restated By-laws of Trilegiant Insurance Services, Inc.
- 3.24 Certificate of Incorporation of Affinion Loyalty Group, Inc.
- 3.25 Amended and Restated Bylaws of Affinion Loyalty Group, Inc
- 3.26 Certificate of Incorporation of Trilegiant Retail Services, Inc.
- 3.27 Amended and Restated By-laws of Trilegiant Retail Services, Inc.
- 4.1 Indenture Dated As of October 17, 2005
- 4.2 Indenture Dated As of April 26, 2006
- 4.3 Registration Rights Agreement Dated As of October 17, 2005
- 4.4 Registration Rights Agreement Dated As of April 26, 2006
- 4.5 Registration Rights Agreement Dated As of May 3, 2006
- 10.1 Credit Agreement Dated As of October 17, 2005
- 10.2 Senior Subordinated Bridge Loan Agreement Dated As of October 17, 2005
- 10.3 Guarantee and Collateral Agreement Dated and Effective As of October 17, 2005
- 10.4 Management Investor Rights Agreement Dated As of October 17, 2005
- 10.5 Consulting Agreement Dated As of October 17, 2005
- 10.6 Affinion Group Holdings, Inc. 2005 Stock Incentive Plan, Dated October 17, 2005
- 10.7 Restricted Stock Agreement Dated As of October 17, 2005
- 10.8 Option Agreement Dated As of October 17, 2005
- 10.9 Option Agreement Dated As of November 16, 2005
- 10.10 Option Agreement Dated As of January 2, 2006
- 10.11 Retention Letter Agreement
- 10.12 Retention Letter Agreement by and Between Robert Rooney & Cendant Marketing
- 10.13 Severance Agreement Dated May 29, 2002
- 10.14 Severance Agreement Dated November 9, 2004
- 10.15 Subscription Agreement Dated As of October 17, 2005
- 10.16 Subscription Agreement Dated As of October 17, 2005
- 10.17 Subscription Agreement Dated As of January 2, 2006
- 10.18 Supplemental Bonus Letter
- 10.19 Employment Agreement (Nathaniel J. Lipman)
- 10.20 Employment Agreement (Robert Rooney)
- 10.21 Employment Agreement (Michael Rauscher)
- 10.22 Employment Agreement (Maureen E. O'connell)
- 10.23 Patent License Agreement
- 12.1 Statement Regarding Earnings to Fixed Charges Ratio
- 21.1 Subsidiaries of Affinion Group, Inc.
- 23.2 Consent of Deloitte & Touche LLP
- 25.1 Form T-1 of Wells Fargo Bank (10-1/8% Senior Notes Due 2013)
- 25.2 Form T-1 of Wells Fargo Bank (11-1/2% Senior Subordinated Notes Due 2015)
- 99.1 Form of Letter of Transmittal
- 99.2 Form of Notice of Guaranteed Delivery
- 99.3 Form of Letter to Brokers
- 99.4 Form of Letter to Clients
- CORRESP Corresp
- 20 Jul 06 Registration of securities issued in business combination transactions (amended)
- 21 Jun 06 Registration of securities issued in business combination transactions (amended)
- 22 May 06 Registration of securities issued in business combination transactions (amended)
- 8 May 06 Registration of securities issued in business combination transactions
GEMMA L. DESCOTEAUX 214.969.4783/fax: 214.969.4343 gdescoteaux@akingump.com |
May 8, 2006
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: | Affinion Group, Inc. |
Registration Statement on Form S-4 |
Dear Ladies/Gentlemen:
On behalf of Affinion Group, Inc. (the “Company”), we enclose for filing under the Securities Act of 1933, as amended (the “Securities Act”), and the applicable rules and regulations under the Securities Act, a Registration Statement on Form S-4 (the “Registration Statement”), covering (i) $304,000,000 aggregate principal amount of 10 1/8% Senior Notes due 2013 (“Senior Notes”) which will be offered by the Company in exchange for $304,000,000 aggregate principal amount of our outstanding 10 1/8% Senior Notes due 2013 which were issued in a private offering under Rule 144A and Regulation S and (ii) $355,500,000 aggregate principal amount of 11½% Senior Subordinated Notes due 2015 (“Senior Subordinated Notes”) which will be offered by the Company in exchange for $355,500,000 aggregate principal amount of our outstanding 11½% Senior Subordinated Notes due 2015 which were issued in a private offering under Rule 144A and Regulation S. The Company has transmitted $70,567 by wire transfer to pay the applicable registration fee determined pursuant to Rule 457 of the Securities Act.
At the request and on behalf of the Company we hereby advise the Securities and Exchange Commission pursuant to Rule 461(a) under the Securities Act that the Company (i) may hereafter orally request that the effective date of the Registration Statement be accelerated and (ii) is aware of its obligations under the Securities Act.
If any questions should arise in the course of your review of the enclosed Registration Statement, please call me at (214) 969-4783.
Sincerely, |
/s/ Gemma L. Descoteaux |
Gemma L. Descoteaux |
Securities and Exchange Commission
May 8, 2006
Page 2
Enclosures:
cc: | Todd H. Siegel, w/encls. |
Executive Vice President and General Counsel |
Affinion Group, Inc. |
100 Connecticut Avenue |
Norwalk, CT 06850 |