- Track your favorite companies
- Receive email alerts for new filings
- Personalized dashboard of news and more
- Access all data and search results
- 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
Exhibit 10.11
June 28, 2005
Dear Officer:
As you know, we are very close to completing the formal bid process in connection with the proposed transaction involving the Cendant Marketing Services Division (“Cendant MSD”). We have had an extremely robust process up to this point. We are pleased to notify you, at this time, that Cendant has carefully considered your individual contribution and in consideration for you continuing your efforts to consummate the transaction, Cendant has decided to increase the amount of the bonus payable to you (and to equalize the amount of the bonus payable to you in the event of different types of transactions) pursuant to the incentive bonus program for designated officers of Cendant MSD. Now, subject to and upon the closing of a qualifying transaction, whether a Financial Transaction, Strategic Transaction or Change of Control (each, as defined the letter agreement, dated January 10, 2005, between Cendant MSD and you (the “Bonus Agreement”)), your amended bonus payment or equity value, as appropriate, (superseding the amount set forth in the Bonus Agreement) will equal $[ (1) ]. Any such bonus is subject to, and will be paid to you in accordance with, the terms and conditions of the Bonus Agreement (as modified hereby). Accordingly, (1) in the case of Sale (as defined in the Bonus Agreement), you will receive $[ (2) ] within 30 days of the closing date of the transaction and $[ (3) ] upon the one year anniversary of the transaction closing date and (2) in the case of a Change of Control, an equity grant as described in the Bonus Agreement would be made as soon as practicable. All provisions of the Bonus Agreement not specifically modified by this letter shall remain in full force and effect as originally drafted.
In addition, at the sole discretion of Cendant, the amount of the bonus payable to you may be increased further if the net proceeds from the transaction involving Cendant MSD exceeds $2.3 billion.
On behalf of myself and the rest of Cendant’s senior management team, thank you for your continued focus and performance.
Good luck and best regards,
/s/ Thomas D. Christopoul |
Thomas D. Christopoul |
Chairman |
Cendant Marketing Services Division |
cc: Mary C. Rusterholz |
[See Annex A]
ANNEX A
Officer | (1) | (2) | (3) | ||||||
Nathaniel Lipman | $ | 5,100,000 | $ | 2,550,000 | $ | 2,550,000 | |||
Todd Siegel | $ | 2,300,000 | $ | 1,150,000 | $ | 1,150,000 | |||
Michael Raucher | $ | 1,000,000 | $ | 500,000 | $ | 500,000 | |||
Thomas Rusin | $ | 1,450,000 | $ | 725,000 | $ | 725,000 |