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.
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.
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”);
SECOND 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...Second Lien Credit Agreement • August 16th, 2007 • Vertrue Inc • Services-business services, nec • New York
SECOND 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.
