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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
Exhibit 10.18
September 28, 2005
Dear Officer,
As you know, we are very close to closing the transaction involving the sale of the Cendant Marketing Services Division (“Cendant MSD”) to an affiliate of Apollo Management, L.P. 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 give you a special bonus payment of $[ ]. This amount shall be payable to you in cash, subject to any applicable withholding taxes, no later than April 15, 2006. You will not receive the payment if, prior to the payment date, your employment with Cendant MSD (or, following the transaction, the successor entity to Cendant MSD) terminates for any reason.
This letter does not affect any party’s rights and obligations under the letter agreement, dated January 10, 2005, between Cendant MSD and you, and amended on June 28, 2005 (the “Bonus Agreement”). Accordingly, you shall continue to be entitled to any payments that may become due under the Bonus Agreement in accordance with the terms of such agreement.
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 | Special Bonus Payment | ||
Nathaniel Lipman | $ | 410,000.00 | |
Todd Siegel | $ | 100,000.00 | |
Michael Rauscher | $ | 100,000.00 | |
Robert Rooney | $ | 125,000.00 | |
Thomas Rusin | $ | 100,000.00 |