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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 3.7
CERTIFICATE OF FORMATION
OF
CENDANT MEMBERSHIP SERVICES HOLDINGS LLC
1. The name of the limited liability company is Cendant Membership Services Holdings LLC.
2. The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is: Corporation Service Company.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation on this 27th day of December, 2004.
CENDANT MEMBERSHIP SERVICES HOLDINGS LLC | ||
By: | /s/ Lynn A. Feldman | |
Name: Lynn A. Feldman | ||
Title: Authorized Person |
CERTIFICATE OF AMENDMENT TO
CERTIFICATE OF FORMATION
OF
CENDANT MEMBERSHIP SERVICES HOLDINGS LLC
It is hereby certified that;
1. The name of the limited liability company (hereinafter called the “limited liability company”) is Cendant Membership Services Holdings LLC.
2. The certificate of formation of the limited liability company is hereby amended by striking out Article 1 thereof and by substituting in lieu of said Article 1 the following new Article:
“1. The name of the limited liability company is Cendant Marketing Group, LLC.”
Executed on April 14, 2005
/s/ Lynn A. Feldman |
Lynn A. Feldman, Authorized Person |
CERTIFICATE OF AMENDMENT TO
CERTIFICATE OF FORMATION
OF
CENDANT MARKETING GROUP, LLC
It is hereby certified that:
1. The name of the limited liability company (hereinafter called the “limited liability company”) is Cendant Marketing Group, LLC.
2. The certificate of formation of the limited liability company is hereby amended by striking out Article 1 thereof and by substituting in lieu of said Article 1 the following new Article:
“1. The name of the limited liability company is Affinion Marketing Group, LLC.”
Executed on September 22, 2005
/s/ Lynn A. Feldman |
Lynn A. Feldman, Authorized Person |
CERTIFICATE OF CORRECTION
TO THE CERTIFICATE OF AMENDMENT
OF THE CERTIFICATE OF FORMATION
OF
AFFINION MARKETING GROUP, LLC
This Certificate of Correction of Affinion Marketing Group, LLC (the “Company”), dated September 28, 2005, is tiled under Sections 206 and 211 of the Delaware Limited Liability Company Act (6Del.C. § 18-101etseq.).
1. | The name of the Company as listed on the current certificate of formation is Affinion Marketing Group, LLC. |
2. | The certificate of amendment of the certificate of formation of the Company (the “Certificate”) was filed on September 27, 2005. |
3. | The Certificate incorrectly stated the Company’s new name. |
4. | Article 2 of the Certificate is corrected by replacing it in its entirety as follows: |
“2. The certificate of formation of the limited liability company is hereby amended by striking out Article I thereof and by substituting in lieu of said Article I the following new Article:
“1. The name of the limited liability company is Affinion Group, LLC.”
/s/ Lynn A. Feldman |
Lynn A. Feldman, Authorized Person |