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.
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).
