EXHIBIT 4.1 MEMBERWORKS INCORPORATED 5.50% Convertible Senior Subordinated Notes due 2010 ----------------------------------------------------------Indenture • November 13th, 2003 • Memberworks Inc • Services-business services, nec • New York
2 3 4. In Section 1.8 of the Merger Agreement, delete the word "Additional" in the first and third line of subsection (a) and in the fourth line of subsection (b). Also in Section 1.8, delete "$300,000" and insert "$280,285.70" in its place.Agreement and Plan of Merger • August 11th, 1999 • Memberworks Inc • Services-business services, nec • California
Exhibit 1 Joint Filing Agreement The undersigned agree that the foregoing statement on Schedule 13D/A, dated January 31, 2005, is being filed with the Securities and Exchange Commission on behalf of each of the undersigned pursuant to Rule 13d-1(k)....Joint Filing Agreement • February 3rd, 2005 • Vertrue Inc • Services-business services, nec
The undersigned agree that the foregoing statement on Schedule 13D/A, dated January 31, 2005, is being filed with the Securities and Exchange Commission on behalf of each of the undersigned pursuant to Rule 13d-1(k).
Exhibit 99.3 AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 5th, 2004 • Memberworks Inc • Services-business services, nec • Illinois
Exhibit 10.13 FIFTH AMENDMENT TO THE CREDIT AGREEMENT This FIFTH AMENDMENT TO THE CREDIT AGREEMENT dated as of February 28, 2002 (this "Fifth Amendment") is among MEMBERWORKS INCORPORATED, a Delaware corporation (the "Company"), the lenders parties...Credit Agreement • August 23rd, 2002 • Memberworks Inc • Services-business services, nec • New York
1 EXHIBIT 10.26 SUBLEASE AGREEMENT THIS SUBLEASE AGREEMENT is made and entered into on this 23rd day of June 1997, by and between Brenmar Marketing Company, Inc. hereinafter referred as "Sublessor" and MemberWorks, Inc. hereinafter referred to as...Sublease Agreement • September 29th, 1997 • Memberworks Inc • Services-business services, nec
THE MERGER 1.1 THE MERGER...................................................... .................... 1 1.2 CLOSING............................................. ................................ 1 1.3 EFFECTS OF THE...Agreement and Plan of Merger • September 7th, 2001 • Memberworks Inc • Services-business services, nec • New York
Exhibit 10.1 SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 10th, 2006 • Vertrue Inc • Services-business services, nec • Illinois
2 3 (i) Section 5.17 shall be amended by deleting the reference to the Shareholder Pledge Agreement in the first sentence thereof.Credit Agreement • September 29th, 1997 • Memberworks Inc • Services-business services, nec
EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 13th, 2003 • Memberworks Inc • Services-business services, nec • New York
10 2 g. Section 11.4 is hereby amended to read as follows: "Except as may be otherwise expressly set forth herein, each Party to this Agreement will be responsible for his, her or its own legal, accounting and other expenses, if any, attendant to the...Agreement and Plan of Merger • September 7th, 2001 • Memberworks Inc • Services-business services, nec
By and AmongAgreement and Plan • April 17th, 1998 • Memberworks Inc • Services-business services, nec • Georgia
Exhibit 10.9 FIRST AMENDMENT TO THE CREDIT AGREEMENT This FIRST AMENDMENT TO THE CREDIT AGREEMENT dated as of February 25, 2000 (this "First Amendment") is between MEMBERWORKS INCORPORATED, a Delaware corporation (the "Borrower"), the lenders parties...Credit Agreement • August 30th, 2000 • Memberworks Inc • Services-business services, nec • New York
Exhibit 10.14 SIXTH AMENDMENT TO THE CREDIT AGREEMENT This SIXTH AMENDMENT TO THE CREDIT AGREEMENT dated as of April 1, 2002 (this "Sixth Amendment") is among MEMBERWORKS INCORPORATED, a Delaware corporation (the "Company"), the lenders parties hereto...Credit Agreement • August 23rd, 2002 • Memberworks Inc • Services-business services, nec • New York
Exhibit 10.12 FOURTH AMENDMENT TO THE CREDIT AGREEMENT This FOURTH AMENDMENT TO THE CREDIT AGREEMENT dated as of February 1, 2002 (this "Fourth Amendment") is among MEMBERWORKS INCORPORATED, a Delaware corporation (the "Company"), the lenders parties...Credit Agreement • August 23rd, 2002 • Memberworks Inc • Services-business services, nec • New York
1 2 "Indebtedness" shall mean, for any Person (without duplication), (i) all indebtedness or other obligations of such Person for borrowed money and all indebtedness of such Person with respect to any other items (including, without limitation,...Credit Agreement • September 6th, 2001 • Memberworks Inc • Services-business services, nec • New York
BACKGROUNDAgreement and Plan of Reorganization • April 17th, 1998 • Memberworks Inc • Services-business services, nec
1 EXHIBIT 10.25 THIRD AMENDMENT THIRD AMENDMENT TO THE LEASE AGREEMENT EXECUTED BY AND BETWEEN ARENA TOWER II CORPORATION ("LANDLORD"), AND MEMBERWORKS INCORPORATED ("TENANT"), FOR LEASED PREMISES DEFINED AS SUITE 2000 AND 1990, ARENA TOWER II, 7324...The Lease Agreement • September 29th, 1997 • Memberworks Inc • Services-business services, nec
STOCKHOLDER PROTECTION RIGHTS AGREEMENT dated as of July 3, 2007 between Vertrue Incorporated and American Stock Transfer & Trust Company, as Rights AgentStockholder Protection Rights Agreement • July 6th, 2007 • Vertrue Inc • Services-business services, nec • Delaware
STOCKHOLDER PROTECTION RIGHTS AGREEMENT (as amended from time to time, this “Agreement”), dated as of July 3, 2007, between Vertrue Incorporated, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, a New York corporation, as Rights Agent (the “Rights Agent”, which term shall include any successor Rights Agent hereunder).
CREDIT AGREEMENTCredit Agreement • September 15th, 2003 • Memberworks Inc • Services-business services, nec • New York
Brencourt Advisors, LLC New York, NY 10022 June 20, 2007Letter Agreement • June 22nd, 2007 • Vertrue Inc • Services-business services, nec
This Letter Agreement confirms the (i) agreement by Brencourt Advisors, LLC (“Brencourt”) to purchase for the account and on behalf of one or more funds managed by Brencourt (collectively, the “Purchasers”) an aggregate of 1,807,021 shares (the “Shares”) of common stock, par value $.01 per share (the “Common Stock”) of Vertrue Incorporated, a Delaware corporation (the “Company”) (CUSIP # 92534N101) from you and certain accounts managed by you (collectively, the “Sellers”) for a fixed price of $48.90 per Share (subject to adjustment as provided below), resulting in an aggregate purchase price of $88,363,326.90, and (ii) the agreement by you to sell for the account and on behalf of Sellers the Shares to the Purchasers for such price, in each case subject to the terms and conditions hereof. Such purchase price per Share shall be adjusted so that, for each day that the Closing occurs prior to July 10, 2007, the price per Share shall be reduced by $0.007, and for each day that the Closing o
Velo Holdings Inc. 320 Park Avenue, 18th Floor New York, NY 10022Vertrue Inc • July 31st, 2007 • Services-business services, nec
Reference is hereby made to the Agreement and Plan of Merger, dated as of March 22, 2007, by and among Velo Holdings Inc., Velo Acquisition Inc. and Vertrue (the “Merger Agreement”).
Joint Filing AgreementJoint Filing Agreement • June 22nd, 2007 • Vertrue Inc • Services-business services, nec
The undersigned agree that the foregoing statement on Schedule 13D/A, dated June 21, 2007, is being filed with the Securities and Exchange Commission on behalf of each of the undersigned pursuant to Rule 13d-1(k).
WITNESSETHVertrue Inc • May 3rd, 2006 • Services-business services, nec • New York
AMENDMENT TO THE STOCKHOLDER PROTECTION RIGHTS AGREEMENTStockholder Protection Rights Agreement • July 19th, 2007 • Vertrue Inc • Services-business services, nec
AMENDMENT (hereinafter called this “Amendment”), dated as of July 18, 2007, between Vertrue Incorporated, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, a New York corporation, as Rights Agent (the “Rights Agent”), to the Stockholder Protection Rights Agreement, dated as of July 3, 2007, between the Company and the Rights Agent (the “Rights Agreement”). Unless otherwise specifically defined in this Amendment, each capitalized term used in this Amendment shall have the meaning assigned to such term in the Rights Agreement.
AGREEMENT AND PLAN OF MERGER among VERTRUE INCORPORATED, VELO HOLDINGS INC. and VELO ACQUISITION INC. Dated as of March 22, 2007Agreement and Plan of Merger • March 22nd, 2007 • Vertrue Inc • Services-business services, nec • Delaware
AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of March 22, 2007, among Vertrue Incorporated, a Delaware corporation (the “Company”), Velo Holdings Inc., a Delaware corporation (“Parent”), and Velo Acquisition Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”, the Company and Merger Sub sometimes being hereinafter collectively referred to as the “Constituent Corporations”).
AMENDMENT TO ROLLOVER AND VOTING COMMITMENT LETTERVertrue Inc • July 31st, 2007 • Services-business services, nec
This Amendment to the Rollover and Voting Commitment Letter is made and entered into as July 18, 2007 by and between Velo Holdings Inc., a Delaware corporation (“Parent”), and Gary A. Johnson (the “Rollover Investor”).
LEASE AGREEMENT Between STAMFORD TOWERS LIMITED PARTNERSHIP Landlord, and MEMBERWORKS INCORPORATED Tenant Respecting 8,976 RSF Located on 6th Floor of 750 Washington Boulevard 2 LEASE AGREEMENT BETWEEN STAMFORD TOWERS LIMITED PARTNERSHIP and...Separate Lease Agreement • September 29th, 1997 • Memberworks Inc • Services-business services, nec • Connecticut
FIRST LIEN CREDIT AGREEMENT among VELO HOLDINGS INC., as a Guarantor, VELO ACQUISITION INC., as Initial Borrower, VERTRUE INCORPORATED, as Company or Surviving Borrower, as applicable, The Several Lenders from Time to Time Parties Hereto, LEHMAN...First Lien Credit Agreement • August 16th, 2007 • Vertrue Inc • Services-business services, nec • New York
FIRST LIEN CREDIT AGREEMENT, dated as of August 16, 2007, among VELO HOLDINGS INC., a Delaware corporation (“Holdings”), VELO ACQUISITION INC., a Delaware corporation (the “Initial Borrower”), VERTRUE INCORPORATED, a Delaware corporation (the “Company” or the “Surviving Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), LEHMAN COMMERCIAL PAPER INC., as Administrative Agent and Collateral Agent, JPMORGAN CHASE BANK, N.A., as syndication agent (in such capacity, the “Syndication Agent”), and LEHMAN BROTHERS INC. and J.P. MORGAN SECURITIES INC., as Joint Lead Arrangers and Joint Bookrunners.
Brencourt Advisors, LLCVertrue Inc • June 22nd, 2007 • Services-business services, nec
Reference is made to our letter agreement with you, dated June 20, 2007 (the "Letter Agreement"), pursuant to which we or funds under our management have agreed to purchase 1,807, 021 shares of common stock of Vertrue Incorporated. All capitalized terms not defined herein shall have the meanings given in the Letter Agreement.
VERTRUE INCORPORATED, Issuer AND DEUTSCHE BANK TRUST COMPANY AMERICAS, Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of August 16, 2007 Supplementing the Indenture dated as of September 30, 2003 between Vertrue Incorporated and Deutsche Bank Trust...First Supplemental Indenture • August 16th, 2007 • Vertrue Inc • Services-business services, nec • New York
FIRST SUPPLEMENTAL INDENTURE dated as of August 16, 2007 (this “First Supplement”) to the Indenture, dated as of September 30, 2003 (as supplemented, the “Indenture”), between Vertrue Incorporated (f/k/a Memberworks Incorporated), a Delaware corporation (the “Company”) and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (the “Trustee”), for the 5.50% Convertible Senior Subordinated Notes Due 2010 (the “Securities”). All capitalized terms used herein that are not otherwise specifically defined herein shall have the respective meanings ascribed thereto in the Indenture.
Rollover and Voting Commitment LetterVertrue Inc • May 1st, 2007 • Services-business services, nec
Reference is made to (i) an Agreement and Plan of Merger, dated as of March 22, 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Velo Holdings Inc. (“Buyer”), Velo Acquisition Inc. (“Merger Sub”), and Vertrue Incorporated (the “Company”), and (ii) the Equity Commitment Letters dated the date hereof (“Equity Commitment Letters”), from each of One Equity Partners II, L.P., Oak Investment Partners XII, L.P., Rho Ventures V, L.P. and Rho Ventures V, Affiliates, L.L.C. (and/or its affiliates) (the “Sponsors”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement. This letter (this “Rollover and Voting Commitment Letter”) is being delivered to the addressee in connection with the execution of the Merger Agreement today by Buyer, Merger Sub, and the Company.
EMPLOYMENT AGREEMENTEmployment Agreement • August 16th, 2007 • Vertrue Inc • Services-business services, nec • Connecticut
WHEREAS, the Company has entered into an Agreement and Plan of Merger, dated as of March 22, 2007, (the “Merger Agreement”) with Parent, pursuant to which Velo Acquisition Inc., a wholly-owned subsidiary of Parent (“Merger Sub”) will be merged with and into the Company and the Company will become the surviving corporation in the merger and a wholly-owned subsidiary of Parent (the “Merger”);
RAMIUS CAPITAL GROUP, L.L.C. New York, New York 10017 June 20, 2007Vertrue Inc • June 22nd, 2007 • Services-business services, nec
This Letter Agreement confirms the (i) agreement by Starboard Value and Opportunity Master Fund Ltd. (“Starboard”), RCG Ambrose Master Fund, Ltd. (“RCG Ambrose”) and Parche, LLC (“Parche”, and together with Starboard and RCG Ambrose, the “Purchasers”, and each a “Purchaser”) to purchase an aggregate of 411,000 shares (the “Shares”) of common stock, par value $.01 per share (the “Common Stock”) of Vertrue Incorporated, a Delaware corporation (the “Company”) (CUSIP # 92534N101) from you and/or certain accounts managed by you (collectively, the “Sellers”) for a fixed price of $48.75 per Share, resulting in an aggregate purchase price of $20,036,250.00, and (ii) the agreement by you to sell for the account and on behalf of Sellers the Shares to the Purchasers for such price, in each case subject to the terms and conditions hereof.
AMENDMENT TO THE AGREEMENT AND PLAN OF MERGERThe Agreement and Plan of Merger • July 19th, 2007 • Vertrue Inc • Services-business services, nec
AMENDMENT (hereinafter called this “Amendment”), dated as of July 18, 2007, among Vertrue Incorporated, a Delaware corporation (the “Company”), Velo Holdings Inc., a Delaware corporation (“Parent”), and Velo Acquisition Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), to the Agreement and Plan of Merger, dated as of March 22, 2007 (the “Merger Agreement”), among the Company, Parent and Merger Sub. Unless otherwise specifically defined in this Amendment, each capitalized term used in this Amendment shall have the meaning assigned to such term in the Merger Agreement.
