Catalina Marketing Corp/De Sample Contracts
1 Exhibit 10.28 PARTICIPATION AGREEMENT Dated as of October 21, 1999Participation Agreement • November 12th, 1999 • Catalina Marketing Corp/De • Services-advertising agencies • North Carolina
Contract Type FiledNovember 12th, 1999 Company Industry Jurisdiction
Standard Contracts
BACKGROUNDCredit Agreement • May 23rd, 1997 • Catalina Marketing Corp/De • Services-advertising agencies
Contract Type FiledMay 23rd, 1997 Company Industry
RECITALSVoting Agreement • March 14th, 2007 • Catalina Marketing Corp/De • Services-advertising agencies • Delaware
Contract Type FiledMarch 14th, 2007 Company Industry Jurisdiction
AMENDMENT AGREEMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • November 13th, 1998 • Catalina Marketing Corp/De • Services-advertising agencies
Contract Type FiledNovember 13th, 1998 Company Industry
1 EXHIBIT 10.29 PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • November 12th, 1999 • Catalina Marketing Corp/De • Services-advertising agencies
Contract Type FiledNovember 12th, 1999 Company Industry
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
Contract Type FiledMay 17th, 2004 Company Industry
amongCredit Agreement • November 13th, 2000 • Catalina Marketing Corp/De • Services-advertising agencies
Contract Type FiledNovember 13th, 2000 Company Industry
amongCredit Agreement • November 9th, 2004 • Catalina Marketing Corp/De • Services-advertising agencies • London
Contract Type FiledNovember 9th, 2004 Company Industry Jurisdiction
1 EXHIBIT 10.26 CREDIT AGREEMENTCredit Agreement • November 6th, 1997 • Catalina Marketing Corp/De • Services-advertising agencies • Florida
Contract Type FiledNovember 6th, 1997 Company Industry Jurisdiction
W I T N E S S E T H:Credit Agreement • November 12th, 1999 • Catalina Marketing Corp/De • Services-advertising agencies
Contract Type FiledNovember 12th, 1999 Company Industry
EXHIBIT 10.27 LEASE AGREEMENT Dated as of October 21, 1999Lease Agreement • November 12th, 1999 • Catalina Marketing Corp/De • Services-advertising agencies • North Carolina
Contract Type FiledNovember 12th, 1999 Company Industry Jurisdiction
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...Change of Control Severance Agreement • May 17th, 2004 • Catalina Marketing Corp/De • Services-advertising agencies • Florida
Contract Type FiledMay 17th, 2004 Company Industry Jurisdiction
BANK ONE, NA ANDCredit Agreement • May 17th, 2004 • Catalina Marketing Corp/De • Services-advertising agencies • New York
Contract Type FiledMay 17th, 2004 Company Industry Jurisdiction
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...Operative Agreements • November 13th, 2000 • Catalina Marketing Corp/De • Services-advertising agencies • North Carolina
Contract Type FiledNovember 13th, 2000 Company Industry Jurisdiction
SEVERANCE AGREEMENTSeverance Agreement • February 28th, 2007 • Catalina Marketing Corp/De • Services-advertising agencies • Florida
Contract Type FiledFebruary 28th, 2007 Company Industry JurisdictionThis 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”).
CHANGE OF CONTROL AGREEMENTChange of Control Agreement • February 28th, 2007 • Catalina Marketing Corp/De • Services-advertising agencies • Florida
Contract Type FiledFebruary 28th, 2007 Company Industry JurisdictionThis 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.
AGREEMENT OF MERGER among: Checkout Holding Corp., a Delaware corporation, Checkout Acquisition Corp., a Delaware corporation, and CATALINA MARKETING CORPORATION, a Delaware corporationMerger Agreement • April 20th, 2007 • Catalina Marketing Corp/De • Services-advertising agencies • New York
Contract Type FiledApril 20th, 2007 Company Industry JurisdictionTHIS 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.
November 9, 2004 Mr. Christopher Wolf Dear Chris:Separation Agreement • February 9th, 2005 • Catalina Marketing Corp/De • Services-advertising agencies • England
Contract Type FiledFebruary 9th, 2005 Company Industry JurisdictionThis 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.
LIMITED GUARANTEE OF HELLMAN & FRIEDMAN CAPITAL PARTNERS VI, L.P.Limited Guarantee • April 20th, 2007 • Catalina Marketing Corp/De • Services-advertising agencies • New York
Contract Type FiledApril 20th, 2007 Company Industry JurisdictionLIMITED 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
Contract Type FiledApril 20th, 2007 Company IndustryTHIS 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
Contract Type FiledNovember 8th, 2006 Company Industry JurisdictionThis 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
Contract Type FiledMay 23rd, 1997 Company Industry Jurisdiction
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
Contract Type FiledNovember 9th, 2005 Company Industry JurisdictionThis 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
Contract Type FiledFebruary 28th, 2007 Company Industry JurisdictionTHIS 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
Contract Type FiledNovember 9th, 2004 Company Industry Jurisdiction
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
Contract Type FiledFebruary 28th, 2007 Company IndustryWHEREAS 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”),
VOTING AGREEMENTVoting Agreement • April 20th, 2007 • Catalina Marketing Corp/De • Services-advertising agencies • Delaware
Contract Type FiledApril 20th, 2007 Company Industry JurisdictionThis 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
Contract Type FiledMarch 14th, 2007 Company IndustryTHIS 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.