RECITALSVoting Agreement • March 14th, 2007 • Catalina Marketing Corp/De • Services-advertising agencies • Delaware
1 EXHIBIT 10.29 PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • November 12th, 1999 • Catalina Marketing Corp/De • Services-advertising agencies
AMENDMENT AGREEMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • November 13th, 1998 • Catalina Marketing Corp/De • Services-advertising agencies
1 Exhibit 10.28 PARTICIPATION AGREEMENT Dated as of October 21, 1999Catalina Marketing Corp/De • November 12th, 1999 • Services-advertising agencies • North Carolina
Exhibit 10.14 SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 24, 2003Credit Agreement • May 17th, 2004 • Catalina Marketing Corp/De • Services-advertising agencies
amongCredit Agreement • November 13th, 2000 • Catalina Marketing Corp/De • Services-advertising agencies
BACKGROUNDCredit Agreement • May 23rd, 1997 • Catalina Marketing Corp/De • Services-advertising agencies
amongCredit Agreement • November 9th, 2004 • Catalina Marketing Corp/De • Services-advertising agencies • London
1 EXHIBIT 10.26 CREDIT AGREEMENTCredit Agreement • November 6th, 1997 • Catalina Marketing Corp/De • Services-advertising agencies • Florida
EXHIBIT 10.27 LEASE AGREEMENT Dated as of October 21, 1999Lease Agreement • November 12th, 1999 • Catalina Marketing Corp/De • Services-advertising agencies • North Carolina
W I T N E S S E T H:Credit Agreement • November 12th, 1999 • Catalina Marketing Corp/De • Services-advertising agencies
Exhibit 10.13 CHANGE OF CONTROL SEVERANCE AGREEMENT CHANGE OF CONTROL SEVERANCE AGREEMENT This Agreement between [NAME] ("you") and Catalina Marketing Corporation (the "Company") has been entered into as of [DATE]. This Agreement promises you...Control Severance Agreement • May 17th, 2004 • Catalina Marketing Corp/De • Services-advertising agencies • Florida
BANK ONE, NA ANDCredit Agreement • May 17th, 2004 • Catalina Marketing Corp/De • Services-advertising agencies • New York
1 Exhibit 10.32 AMENDMENT NO. 1 TO CERTAIN OPERATIVE AGREEMENTS THIS AMENDMENT NO. 1 (this "Amendment") dated as of September 15, 2000, is by and among CATALINA MARKETING SALES CORPORATION, a Delaware corporation (the "Lessee"), CATALINA MARKETING...Certain Operative Agreements • November 13th, 2000 • Catalina Marketing Corp/De • Services-advertising agencies • North Carolina
CHANGE OF CONTROL AGREEMENTChange of Control Agreement • February 28th, 2007 • Catalina Marketing Corp/De • Services-advertising agencies • Florida
This Agreement between L. Dick Buell (“you”) and Catalina Marketing Corporation (the “Company”), made on October 1, 2006, promises you severance benefits if, following a Change in Control, you are terminated without Cause or resign for Good Reason as set forth in this Agreement. Capitalized terms are defined in the last section of this Agreement.
SEVERANCE AGREEMENTSeverance Agreement • February 28th, 2007 • Catalina Marketing Corp/De • Services-advertising agencies • Florida
This SEVERANCE AGREEMENT (“Agreement”) is made as of October 1, 2006 (the “Effective Date”), between Catalina Marketing Corporation (“Catalina”) and Tom Buehlmann (“you”). When this Agreement refers to your obligations to Catalina, that reference means not only Catalina but also its subsidiaries, affiliates, predecessors and successors (the “Group”).
AGREEMENT OF MERGER among: Checkout Holding Corp., a Delaware corporation, Checkout Acquisition Corp., a Delaware corporation, and CATALINA MARKETING CORPORATION, a Delaware corporationAgreement of Merger • April 20th, 2007 • Catalina Marketing Corp/De • Services-advertising agencies • New York
THIS AGREEMENT OF MERGER (“Agreement”) is made and entered into as of April 17, 2007 (the “Agreement Date”) by and among Checkout Holding Corp. (“Parent”), a Delaware corporation, Checkout Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Catalina Marketing Corporation, a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
LIMITED GUARANTEE OF HELLMAN & FRIEDMAN CAPITAL PARTNERS VI, L.P.Catalina Marketing Corp/De • April 20th, 2007 • Services-advertising agencies • New York
LIMITED GUARANTEE, dated as of April 17, 2007 (this “Limited Guarantee”), by Hellman & Friedman Capital Partners VI, L.P. (“Guarantor”) in favor of Catalina Marketing Corporation, a Delaware corporation (the “Company”). Any capitalized term not otherwise defined herein shall be as defined in the Merger Agreement (as defined below).
SECOND AMENDMENT TO STOCKHOLDER PROTECTION AGREEMENTStockholder Protection Agreement • April 20th, 2007 • Catalina Marketing Corp/De • Services-advertising agencies
THIS SECOND AMENDMENT (the “Amendment”), dated as of April 17, 2007, to the Stockholder Protection Agreement (the “Rights Agreement”), dated as of May 8, 1997, as amended by the Amendment to Stockholder Protection Agreement, dated as of March 8, 2007 (the “First Amendment”), between Catalina Marketing Corporation, a Delaware corporation (the “Corporation”), and Mellon Investor Services LLC (f/k/a ChaseMellon Shareholder Services, L.L.C.) (the “Rights Agent”), is being executed at the direction of the Corporation. Capitalized terms used without definition in this Amendment shall have the meanings ascribed to them in the Rights Agreement.
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 24, 2006 among CATALINA MARKETING CORPORATION, as the Domestic Borrower, CATALINA MARKETING JAPAN, K.K., as the Japanese Borrower, THE INSTITUTIONS FROM TIME TO TIME PARTIES HERETO AS LENDERS,...Credit Agreement • November 8th, 2006 • Catalina Marketing Corp/De • Services-advertising agencies • London
This Amended and Restated Credit Agreement dated as of October 24, 2006 is entered into by and among CATALINA MARKETING CORPORATION, a Delaware corporation (the “Domestic Borrower”), CATALINA MARKETING JAPAN, K.K., an entity organized under the laws of Japan (the “Japanese Borrower”), the institutions from time to time parties hereto as Lenders, whether by execution of this Agreement or an Assignment Agreement pursuant to Section 13.3, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, in its capacity as contractual representative for itself and the other Lenders. The Domestic Borrower, the Japanese Borrower, certain of the Lenders and the Administrative Agent are parties to a Credit Agreement, dated as of August 27, 2004 (as amended or modified prior to the date hereof, the “Previous Agreement”). Each of the Domestic Borrower and the Japanese Borrower wishes to amend and restate the Previous Agreement in its entirety, and the Lenders and the Administrative Agent are willing to do so pursu
WITNESSETH: Landlord and Tenant hereby covenant and agree as follows:Realty Lease • May 23rd, 1997 • Catalina Marketing Corp/De • Services-advertising agencies • Florida
THIS DOCUMENT IS SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED AGREEMENT FOR SYSTEM SUPPLY AND SERVICESAgreement for System Supply and Services • November 9th, 2005 • Catalina Marketing Corp/De • Services-advertising agencies • New York
This Agreement, effective as of August 29, 2005 (the “Effective Date”), is between Epson America, Inc., a California corporation (“Epson”), and Catalina Marketing Corporation, a Delaware corporation (“Buyer”). The principal office of each party is indicated below its signature block.
EMPLOYMENT AGREEMENTEmployment Agreement • February 28th, 2007 • Catalina Marketing Corp/De • Services-advertising agencies • Florida
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of October 1, 2006, between CATALINA MARKETING CORPORATION, a Delaware corporation (the “Company”), and L. DICK BUELL (“Executive”).
WITNESSETH:Property Purchase and Termination Agreement • November 9th, 2004 • Catalina Marketing Corp/De • Services-advertising agencies • Utah
DATED OCTOBER 1, 2006 CATALINA MARKETING UK LIMITED (1) and TOM BUEHLMANN (2) SERVICE AGREEMENT Paul, Hastings, Janofsky & Walker (Europe) LLP Registered Foreign Lawyers and Solicitors 88 Wood Street London EC2V 7AJ Tel: 020 7710 2000 Fax: 020 7796...Service Agreement • February 28th, 2007 • Catalina Marketing Corp/De • Services-advertising agencies
WHEREAS the Company shall employ the Executive and the Executive shall serve the Company on the following terms and subject to the following conditions (the “Agreement”),
November 9, 2004 Mr. Christopher Wolf Dear Chris:Catalina Marketing Corp/De • February 9th, 2005 • Services-advertising agencies • England
This letter (sometimes herein referred as this “Agreement” or this “Agreement and General Release”) serves to confirm the terms of the agreement between you (“Employee”) and Catalina Marketing Corporation (“Employer”) regarding your separation from employment with Employer.
VOTING AGREEMENTVoting Agreement • April 20th, 2007 • Catalina Marketing Corp/De • Services-advertising agencies • Delaware
This Voting Agreement (“Agreement”) is made and entered into as of April 17, 2007, by and between Checkout Holding Corp., a Delaware corporation (“Parent”), and the undersigned stockholders (collectively, the “Stockholders” and each a “Stockholder”) in Catalina Marketing Corporation, a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 6 hereof and certain other capitalized terms used in this Agreement that are not defined herein shall have the meaning given to such terms in the Merger Agreement (as defined below).
AMENDMENT TO STOCKHOLDER PROTECTION AGREEMENTStockholder Protection Agreement • March 14th, 2007 • Catalina Marketing Corp/De • Services-advertising agencies
THIS AMENDMENT (the “Amendment”), dated as of March 8, 2007, to the Stockholder Protection Agreement (the “Rights Agreement”), dated as of May 8, 1997, between Catalina Marketing Corporation, a Delaware corporation (the “Corporation”), and Mellon Investor Services LLC (f/k/a ChaseMellon Shareholder Services, L.L.C.) (the “Rights Agent”), is being executed at the direction of the Corporation. Capitalized terms used without definition in this Amendment shall have the meanings ascribed to them in the Rights Agreement.
