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As Of Filer Filing As/For/On Docs:Pgs Issuer Agent
5/08/06 Travelers Advantage Services/Inc S-4 66:1315 RR Donnelley/FA
Long Term Preferred Care/Inc
Cardwell Agency/Inc
Affinion Publishing/LLC
Trilegiant Insurance Services/Inc
Trilegiant Auto Services/Inc
Affinion Data Services/Inc
Trilegiant CORP
Trilegiant Retail Services/Inc
Affinion Group/LLC
CUC Asia Holdings
Affinion Group/Inc
Affinion Benefits Group/Inc
Affinion Loyalty Group/Inc
Document/Exhibit Description Pages Size
1: S-4 Form S-4 Registration Statement HTML 3,207K
2: EX-2.1 Purchase Agreement Dated As of July 26, 2005 HTML 433K
3: EX-3.1 Amended and Restated Certificate of Incorporation HTML 30K
of Affinion Group, Inc.
4: EX-3.2 Bylaws of Affinion Group, Inc. HTML 78K
5: EX-3.3 Certificate of Incorporation of Affinion Benefits HTML 87K
Group, Inc.
6: EX-3.4 Second Amended and Restated Bylaws of Affinion HTML 71K
Benefits Group, Inc.
7: EX-3.5 Certificate of Incorporation of Affinion Data HTML 29K
Services, Inc.
8: EX-3.6 Amended and Restated By-Laws of Affinion Data HTML 71K
Services, Inc.
9: EX-3.7 Certificate of Formation of Affinion Group, Llc HTML 28K
10: EX-3.8 Limited Liability Company Agreement of Affinion HTML 36K
Group, Llc
11: EX-3.9 Certificate of Formation of Affinion Publishing, HTML 23K
Llc
12: EX-3.10 Limited Liability Company Operating Agreement of HTML 36K
Affinion Publishing, Llc
13: EX-3.11 Articles of Incorporation of Cardwell Agency, Inc. HTML 28K
14: EX-3.12 Amended and Restated By-Laws of Cardwell Agency, HTML 71K
Inc.
15: EX-3.13 Partnership Agreement of Cuc Asia Holdings HTML 56K
16: EX-3.14 Charter of Long Term Preferred Care, Inc. HTML 41K
17: EX-3.15 Amended and Restated Bylaws of Long Term Preferred HTML 73K
Care, Inc.
18: EX-3.16 Certificate of Incorporation of Travelers HTML 26K
Advantage Services, Inc.
19: EX-3.17 Amended and Restated By-Laws of Travelers HTML 71K
Advantage Services, Inc.
20: EX-3.18 Articles of Incorporation of Trilegiant Auto HTML 38K
Services, Inc.
21: EX-3.19 Amended and Restated Bylaws of Trilegiant Auto HTML 71K
Services, Inc.
22: EX-3.20 Restated Certificate of Incorporation of HTML 43K
Trilegiant Corporation
23: EX-3.21 Amended and Restated By-Laws of Trilegiant HTML 71K
Corporation
24: EX-3.22 Certificate of Incorporation of Trilegiant HTML 29K
Insurance Services, Inc.
25: EX-3.23 Amended and Restated By-Laws of Trilegiant HTML 71K
Insurance Services, Inc.
26: EX-3.24 Certificate of Incorporation of Affinion Loyalty HTML 38K
Group, Inc.
27: EX-3.25 Amended and Restated Bylaws of Affinion Loyalty HTML 71K
Group, Inc
28: EX-3.26 Certificate of Incorporation of Trilegiant Retail HTML 34K
Services, Inc.
29: EX-3.27 Amended and Restated By-Laws of Trilegiant Retail HTML 71K
Services, Inc.
30: EX-4.1 Indenture Dated As of October 17, 2005 HTML 597K
31: EX-4.2 Indenture Dated As of April 26, 2006 HTML 623K
32: EX-4.3 Registration Rights Agreement Dated As of October HTML 115K
17, 2005
33: EX-4.4 Registration Rights Agreement Dated As of April HTML 116K
26, 2006
34: EX-4.5 Registration Rights Agreement Dated As of May 3, HTML 114K
2006
35: EX-10.1 Credit Agreement Dated As of October 17, 2005 HTML 1,001K
36: EX-10.2 Senior Subordinated Bridge Loan Agreement Dated As HTML 600K
of October 17, 2005
37: EX-10.3 Guarantee and Collateral Agreement Dated and HTML 224K
Effective As of October 17, 2005
38: EX-10.4 Management Investor Rights Agreement Dated As of HTML 183K
October 17, 2005
39: EX-10.5 Consulting Agreement Dated As of October 17, 2005 HTML 47K
40: EX-10.6 Affinion Group Holdings, Inc. 2005 Stock Incentive HTML 80K
Plan, Dated October 17, 2005
41: EX-10.7 Restricted Stock Agreement Dated As of October 17, HTML 50K
2005
42: EX-10.8 Option Agreement Dated As of October 17, 2005 HTML 53K
43: EX-10.9 Option Agreement Dated As of November 16, 2005 HTML 54K
44: EX-10.10 Option Agreement Dated As of January 2, 2006 HTML 51K
45: EX-10.11 Retention Letter Agreement HTML 27K
46: EX-10.12 Retention Letter Agreement by and Between Robert HTML 23K
Rooney & Cendant Marketing
47: EX-10.13 Severance Agreement Dated May 29, 2002 HTML 48K
48: EX-10.14 Severance Agreement Dated November 9, 2004 HTML 45K
49: EX-10.15 Subscription Agreement Dated As of October 17, HTML 48K
2005
50: EX-10.16 Subscription Agreement Dated As of October 17, HTML 44K
2005
51: EX-10.17 Subscription Agreement Dated As of January 2, 2006 HTML 46K
52: EX-10.18 Supplemental Bonus Letter HTML 24K
53: EX-10.19 Employment Agreement (Nathaniel J. Lipman) HTML 66K
54: EX-10.20 Employment Agreement (Robert Rooney) HTML 60K
55: EX-10.21 Employment Agreement (Michael Rauscher) HTML 56K
56: EX-10.22 Employment Agreement (Maureen E. O'Connell) HTML 62K
57: EX-10.23 Patent License Agreement HTML 94K
58: EX-12.1 Statement Regarding Earnings to Fixed Charges HTML 39K
Ratio
59: EX-21.1 Subsidiaries of Affinion Group, Inc. HTML 25K
60: EX-23.2 Consent of Deloitte & Touche Llp HTML 21K
61: EX-25.1 Form T-1 of Wells Fargo Bank (10-1/8% Senior Notes HTML 37K
Due 2013)
62: EX-25.2 Form T-1 of Wells Fargo Bank (11-1/2% Senior HTML 37K
Subordinated Notes Due 2015)
63: EX-99.1 Form of Letter of Transmittal HTML 84K
64: EX-99.2 Form of Notice of Guaranteed Delivery HTML 38K
65: EX-99.3 Form of Letter to Brokers HTML 29K
66: EX-99.4 Form of Letter to Clients HTML 31K
|
| Supplemental Bonus Letter |
Exhibit 10.18
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,
| 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 | |
| This S-4 Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 1/10/05 | ||||
| 6/28/05 | ||||
| 9/28/05 | ||||
| 4/15/06 | ||||
| Filed On / Filed As Of | 5/8/06 | |||
| Top | List All Filings | |||
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