CATALINA MARKETING CORP/DE
EX-10.2 PROPERTY PURCHASE AND TERMINATION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>g91453exv10w2.txt
<DESCRIPTION>EX-10.2 PROPERTY PURCHASE AND TERMINATION AGREEMENT
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.2

                   PROPERTY PURCHASE AND TERMINATION AGREEMENT

      This PROPERTY PURCHASE AND TERMINATION AGREEMENT is entered into as of the
25th day of August, 2004 (the "Termination Agreement") by and among CATALINA
MARKETING MANUFACTURER SERVICES, INC. (formerly Catalina Marketing Sales
Corporation), a Delaware corporation (the "Lessee"), CATALINA MARKETING
CORPORATION, a Delaware corporation (the "Guarantor"), WELLS FARGO BANK
NORTHWEST, NATIONAL ASSOCIATION (as successor to First Security Bank, National
Association), a national banking association, not individually but solely as the
Owner Trustee under the Dolphin Realty Trust 1999-1 (the "Owner Trustee" or the
"Lessor"); the various banks and other lending institutions listed on the
signature pages hereto (subject to the definition of Lenders in Appendix A to
the Participation Agreement referenced below, individually, a "Lender" and
collectively, the "Lenders"); WACHOVIA BANK, NATIONAL ASSOCIATION (as successor
to First Union National Bank), a national banking association, as the agent for
the Lenders and respecting the Security Documents, as the agent for the Lenders
and the Holders, to the extent of their interests (in such capacity, the
"Agent"); and the various banks and other lending institutions listed on the
signature pages hereto as holders of certificates issued with respect to the
Dolphin Realty Trust 1999-1 (subject to the definition of Holders in Appendix A
to the Participation Agreement referenced below, individually, a "Holder" and
collectively, the "Holders").

                                   WITNESSETH:

      WHEREAS, this Termination Agreement refers to the Operative Agreements as
such term is defined in Appendix A to that certain Participation Agreement dated
as of October 21, 1999 (as amended, modified, extended, supplemented, restated
and/or replaced from time to time, the "Participation Agreement") by and among
the parties to this Termination Agreement;

      WHEREAS, the Lessee has delivered (or pursuant to the terms and conditions
hereof shall be deemed to have delivered) an Election Notice to the Agent
electing to purchase the Property for the Termination Value on the Payoff Date
(as defined herein), and (ii) except as expressly provided or contemplated
herein, requesting that the parties hereto terminate the Operative Agreements
and the Lease Facility on the date specified herein;

      WHEREAS, the Lessee has requested that upon receipt of all amounts
required to be paid by the Lessee hereunder on the Payoff Date (as defined
herein), that the applicable Financing Parties (i) release the Liens in favor of
the Financing Parties created pursuant to the Operative Agreements, (ii) direct
the Owner Trustee to convey its right, title and interest in and to the Property
to Lessee's designee, Catalina Marketing International, Inc., and (iii) along
with the other parties hereto, terminate the Operative Agreements, except with
respect to certain provisions set forth herein or in the Operative Agreements;
and

<PAGE>

      WHEREAS, the Financing Parties which are signatories hereto have agreed to
the requests above on the terms and conditions set forth herein.

      NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which is acknowledged,
the parties hereto agree as follows:

                                   AGREEMENTS:

      1.    DEFINITIONS. Capitalized terms used herein and not otherwise defined
shall have the meaning given to such terms in Appendix A to the Participation
Agreement and the Rules of Usage set forth therein shall apply herein. The term
"Lease Facility" shall refer to the transactions contemplated by the Operative
Agreements.

      2.    WAIVER OF CERTAIN PROVISIONS.

      By execution of this Termination Agreement, the undersigned Financing
Parties (and the other parties hereto, to the extent required) waive the
requirement of Section 20.1 of the Lease that an Election Notice be delivered at
least sixty (60) days prior to the Payment Date specified in such Election
Notice and agree that this Termination Agreement shall be deemed to constitute
an Election Notice, which Election Notice shall be deemed to be irrevocable and
otherwise acceptable as an Election Notice as required by Section 20.1 of the
Lease. Furthermore, the Financing Parties (A) agree to permit the exercise of
the Purchase Option to occur on the date set forth herein as the "Payoff Date"
regardless of whether such date is a Payment Date, provided the payments made on
such date include without limitation all amounts that have accrued but would
have been paid on the next Payment Date and applicable breakage costs, and (B)
at the request of and as an accommodation to the Lessee (but only upon
satisfaction of the conditions precedent set forth herein), hereby instruct the
Agent and Owner Trustee to convey, subject to the terms and conditions hereof
and set forth in the Operative Agreements, the Property to Catalina Marketing
International, Inc.

      3.    PAYMENT OF TERMINATION VALUE.

      The Lessee shall pay to the Agent, on behalf of the Lenders, the Holders
and the Owner Trustee on August 25, 2004 (the "Payoff Date") the sum of
$30,518,326.54 (the "Payoff Amount"), which sum includes without limitation (i)
the principal amount of the Tranche A Loans, together with all accrued but
unpaid interest thereon, (ii) the remaining principal amount of the Tranche B
Loans, together with all accrued but unpaid interest thereon, (iii) the
remaining aggregate Holder Amount, together with all accrued but unpaid Holder
Yield thereon, (iv) the Lender Unused Fee, (v) the Holder Unused Fee, (vi)
breakage fees, if charged by the Lenders or Holders, if the Payoff Date is not
on a Payment Date, (vii) the fees of the Owner Trustee, and (viii) any other
fees and other amounts associated with the Lease Facility, (ix) any other costs
and expenses due and owing in connection with the Lease Facility, including
without limitation Supplemental Rent. Such amounts shall be allocated by the
Agent to the parties as set forth more specifically in Exhibit A and otherwise
in accordance with the Operative Agreements.

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<PAGE>

      4.    PAYMENT PROCEDURE. Payment of the Payoff Amount in full shall be
transferred by wire, in federal funds, in accordance with the following
instructions:

            Bank Name:         Wachovia Bank National Association, Charlotte, NC
            ABA No.:           053000219
            Account No.:       5000000023095
            Account Name:      Dolphin Real Estate Trust
            Ref:               Deana Adams, 704-383-5398

      5.    RELEASE OF LIENS. Upon receipt by the Agent of the Payoff Amount, in
good and immediately available Dollars, the Liens on the Property created
pursuant to the Operative Agreements are hereby released.

      6.    DELIVERY OF RELEASE DOCUMENTS. The Agent is delivering to Holland &
Knight LLP, as escrow agent (the "Escrow Agent"), in escrow, such UCC-3
termination statements, satisfaction of mortgages or deeds of trust and
terminations of memoranda of lease and security interest executed and notarized
by the Agent or Owner Trustee (as necessary), as applicable, to evidence the
termination and release of the Security Documents regarding the Lien granted to
the Agent in connection with the Lease Facility and documents to convey the
Owner Trustee's right, title and interest, if any, in and to the Property,
including without limitation quitclaim deeds, or terminations or assignments of
Ground Leases, as applicable, limited warranty bills of sale and FIRPTA
affidavits, executed and notarized by the Owner Trustee (as necessary), to the
Lessee or its designee, as applicable, each of the foregoing pursuant to
documentation as specified in the Operative Agreements (including without
limitation Section 20.2 of the Lease) and otherwise in form and substance
acceptable to the Agent (collectively such documents referenced in this
paragraph may be referred to herein as, the "Release Documents"). The Release
Documents are to be held in escrow by the Escrow Agent and released from escrow
and delivered to the Lessee or its designee for recordation, as necessary, only
upon authorization from the Agent following (a) receipt by the Agent of payment
in full of the Payoff Amount in accordance with the terms and conditions herein
and in the Operative Agreements and provided none of such amounts has been
disgorged or reclaimed, and (b) satisfaction of the conditions precedent set
forth herein. Additional information necessary to complete any Release Documents
shall be provided by the Agent, at the Lessee's sole cost and expense, to the
Lessee upon Lessee's reasonable request therefor if, and to the extent, the
Agent has such information in its possession.

      7.    CONDITIONS PRECEDENT. Notwithstanding anything contained herein to
the contrary, this Termination Agreement shall not become effective until (a)
completion and delivery to the Agent of: (i) executed counterpart signature
pages to this Termination Agreement from each Credit Party, the Owner Trustee
and the Majority Secured Parties and (ii) all additional documentation and
information as the Agent or its legal counsel may request; (b) all proceedings
taken in connection with the transactions contemplated by this Termination
Agreement and all documentation and other legal matters incident thereto shall
be satisfactory to the Agent and its legal counsel; and (c) receipt by the Agent
of the Payoff Amount. The date on

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<PAGE>

which all of the foregoing have been satisfied or expressly waived by the
parties hereto in writing may be referred to herein as the "Effective Date".

      8.    [RESERVED].

      9.    RESIGNATION OF THE AGENT. After (a) the delivery of and recording of
the Release Documents and (b) the Agent completes its other obligations
hereunder and under the Operative Agreements, but in no event more than ninety
(90) days after the Payoff Date, unless extended by the Agent by delivering
written notice to the Owner Trustee and the Lessee of such extension, then the
Agent shall be deemed to have resigned its capacity as "Agent" pursuant to the
Operative Agreements, and all parties to this Termination Agreement hereby agree
that such resignation shall be automatically effective at such time with no
further action and notwithstanding any further or additional requirement in the
Operative Agreements to the contrary, including without limitation, the notice
requirement in Section 7.9 of the Credit Agreement; provided, the Agent shall
automatically be reinstated without any further action in the event such entity
is necessary for the functioning or interpretation of Section 11 of the
Participation Agreement or any other Continuing Obligation (as defined below).

      10.   RESIGNATION OF THE OWNER TRUSTEE. After (a) the delivery of and
recording of the Release Documents and (b) the Owner Trustee completes its other
obligations hereunder and under the Operative Agreements, but in no event more
than ninety (90) days after the Payoff Date, unless extended by the Owner
Trustee by delivering written notice to the Agent and the Lessee of such
extension, then the Owner Trustee shall be deemed to have resigned its capacity
as "Owner Trustee" pursuant to the Operative Agreements, and all parties to this
Termination Agreement hereby agree that such resignation shall be automatically
effective at such time with no further action and notwithstanding any further or
additional requirement in the Operative Agreements to the contrary, including
without limitation, the notice requirement in Section 9.1 of the Trust
Agreement. Pursuant to Section 8.1 of the Trust Agreement, the Majority Holders,
by their execution of this Termination Agreement, consent to and direct that
immediately prior to the resignation of the Owner Trustee and provided all
amounts owed to any Financing Party shall have been paid in full, the Trust
shall automatically and without further action be deemed to be terminated;
provided, the Owner Trustee and the Trust shall automatically be reinstated
without any further action in the event either entity is necessary for the
functioning or interpretation of Section 11 of the Participation Agreement or
any other Continuing Obligation.

      11.   RETURN OF THE NOTES AND CERTIFICATES. Each Lender and each Holder
hereby agrees and covenants to deliver to the Agent, within fifteen (15) days
after the Payoff Date, each of the original Notes and/or Certificates which was
issued to such Financing Party with respect to the Lease Facility or an executed
and notarized Affidavit of Lost Note or Certificate in the form requested by the
Agent, including changes in form and substance acceptable to the Agent.
Thereafter, the Agent shall return the original Notes to Lessee, marked "paid".

                                       4
<PAGE>

      12.   CONTINUED EFFECTIVENESS OF OPERATIVE AGREEMENTS; FOURTH WAIVER,
AMENDMENT AND CONSENT UNDER CERTAIN OPERATIVE AGREEMENTS; TERMINATION.

            (a)   The Credit Parties and the Owner Trustee (and to the extent
      terms and conditions in the Operative Agreements are expressly stated to
      continue with respect to other Persons party to any Operative Agreements,
      such party, but solely with respect to those expressly stated terms and
      conditions) shall remain obligated for each and every (and are not
      released from any) term, condition, covenant, indemnity, representation,
      obligation or other provision similar to any of the foregoing, in any
      Operative Agreement, which is expressly stated to continue with respect to
      such party or which by their terms survive beyond the termination or
      expiration of one or more of the Operative Agreements or payment in full
      of the Notes and Certificates for observance or compliance by such party,
      including without limitation, all obligations pursuant to Section 11 of
      the Participation Agreement (collectively referred to herein as the
      "Continuing Obligations"). Notwithstanding any other provision herein,
      Lessee hereby reaffirms its obligations pursuant to Section 11 of the
      Participation Agreement and each other Continuing Obligation. Except with
      respect to the Continuing Obligations and except as expressly provided in
      subsection (b) of this Section 12 with respect to that certain Fourth
      Waiver, Amendment and Consent Under Certain Operative Agreements dated as
      of November 24, 2003 (the "Fourth Waiver") among the parties hereto, upon
      satisfaction of the conditions to effectiveness of this Termination
      Agreement, all of the Operative Agreements shall be terminated without
      further action by any of the parties hereto.

            (b)   Notwithstanding any provision herein to the contrary, the
      parties hereto agree that the obligations of the Credit Parties and the
      Agent under Sections 2 and 3 of the Fourth Waiver shall not be terminated
      as of the Effective Date.

      13.   DIRECTION TO OWNER TRUSTEE. The Agent, the Lenders and the Holders
hereby instruct the Owner Trustee to enter into this Termination Agreement and
such other documents necessary to effectuate the intent of this Termination
Agreement, including without limitation executing and delivering the Release
Documents contemplated herein.

      14.   MISCELLANEOUS.

            (a)   SEVERABILITY. Any provision of this Termination Agreement that
      is prohibited or unenforceable in any jurisdiction shall, as to such
      jurisdiction, be ineffective to the extent of such prohibition or
      unenforceability without invalidating the remaining provisions hereof, and
      any such prohibition or unenforceability in any jurisdiction shall not
      invalidate or render unenforceable such provision in any other
      jurisdiction.

            (b)   COUNTERPARTS. This Termination Agreement may be executed in
      any number of counterparts, each of which when executed and delivered
      shall be deemed to be an original and it shall not be necessary in making
      proof of this Termination Agreement to produce or account for more than
      one such counterpart. Delivery of an executed counterpart by telecopy
      shall be as effective as delivery of a manually executed

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<PAGE>

      counterpart hereto and shall constitute a representation that an original
      executed counterpart will be provided.

            (c)   HEADINGS. The headings of the various articles and sections of
      this Termination Agreement are for convenience of reference only and shall
      not modify, define, expand or limit any of the terms or provisions hereof.
      Unless otherwise stated, references to Sections made in this Termination
      Agreement shall be interpreted as references to the applicable Section
      herein.

            (d)   FEES AND EXPENSES. The Lessees agree to pay or reimburse all
      reasonable costs and expenses of the Agent and the Owner Trustee in
      connection with the preparation, execution and delivery of this
      Termination Agreement and any documents related hereto, including, without
      limitation, the reasonable fees and expenses of legal counsel for the
      Agent.

            (e)   GOVERNING LAW. THIS TERMINATION AGREEMENT SHALL BE GOVERNED
      BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NORTH
      CAROLINA EXCEPT (A) WITH RESPECT TO THE TRUST AGREEMENT WHICH SHALL BE
      GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
      UTAH AND (B) TO THE EXTENT THE LAWS OF A STATE WHERE A PARTICULAR PROPERTY
      IS LOCATED ARE REQUIRED TO APPLY.

            (f)   JURISDICTION, VENUE AND ARBITRATION. THE PROVISIONS OF THE
      PARTICIPATION AGREEMENT RELATING TO ACTIONS AND PROCEEDINGS ARE HEREBY
      INCORPORATED BY REFERENCE HEREIN, MUTATIS MUTANDIS.

            (g)   FURTHER ASSURANCES. The provisions of the Participation
      Agreement relating to further assurances are hereby incorporated by
      reference herein, mutatis mutandis.

            (h)   SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All
      representations and warranties made in this Termination Agreement or any
      other Operative Agreement shall survive the execution and delivery of this
      Termination Agreement and the other Operative Agreements, and no
      investigation by any Financing Party or any closing shall affect the
      representations and warranties or the right of the Financing Parties to
      rely upon them.

            (i)   TERMINATION AGREEMENT. This Termination Agreement shall not be
      terminated, amended, supplemented, waived, modified or discharged except
      by an instrument in writing executed by the party against which
      enforcement is sought and in accordance with Section 12.4 of the
      Participation Agreement.

                  (j)   STRICT CONSTRUCTION. The parties hereto have
      participated jointly in the negotiation and drafting of this Termination
      Agreement. In the event an ambiguity or

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<PAGE>

      question of intent or interpretation arises, this Termination Agreement
      shall be construed as if drafted jointly by the parties hereto and no
      presumption or burden of proof shall arise favoring or disfavoring any
      party by virtue of the authorship of any provisions of this Termination
      Agreement.

                  [Remainder of page intentionally left blank]

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<PAGE>

      IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Termination Agreement to be duly executed and delivered as of the date
first above written.

                                  CATALINA MARKETING MANUFACTURER
                                  SERVICES, INC. (formerly Catalina Marketing
                                  Sales Corporation), as the Lessee

                                  By:   /s/ Joanne Freiberger
                                      ------------------------------------------
                                  Name:  Joanne Freiberger
                                  Title: Treasurer

                                  CATALINA MARKETING CORPORATION,
                                  as the Guarantor

                                  By:   /s/ Joanne Freiberger
                                       -----------------------------------------
                                  Name:  Joanne Freiberger
                                  Title: VP Finance

                           [signature pages continue]

<PAGE>

                                  WELLS FARGO BANK NORTHWEST,
                                  NATIONAL ASSOCIATION, solely as the Owner
                                  Trustee under the Dolphin Realty Trust 1999-1

                                  By:   /s/ Jon Croasmun
                                       -----------------------------------------
                                  Name:  Jon Croasmun
                                  Title: Assistance Vice President

                           [signature pages continue]

<PAGE>

                                  WACHOVIA BANK, NATIONAL
                                  ASSOCIATION, as a Holder, as a Lender and as
                                  the Agent

                                  By:   /s/ Evander S. Jones, Jr.
                                       -----------------------------------------
                                  Name:  Evander S. Jones, Jr.
                                  Title: Vice President

                              [signature pages end]

<PAGE>

<TABLE>
<CAPTION>
                                          ACCRUED INTEREST
                          PRINCIPAL         DUE THROUGH           FACILITY FEE                               TOTAL DUE TO LENDERS
LENDER NAME           OUTSTANDING & DUE       8/25/04            THROUGH 8/25/04     BREAKAGE CHARGE             TO TERMINATE
---------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>                 <C>                    <C>                 <C>                     <C>
Wachovia               $30,479,685.30        $27,441.24               $0.00               $0.00                 $30,507,126.54

------------------------------------------------------------------------------------------------------------------------------
Totals                 $30,479,685.30        $27,441.24               $0.00               $0.00                 $30,507,126.54
------------------------------------------------------------------------------------------------------------------------------

                                                                                          Moore & Van Allen:    $     9,750.00
PAYOFF AMOUNTS:
Principal              $30,479,685.30                                                      Wells Fargo Bank:    $     1,450.00
Interest               $    27,441.24
                                                                                      Total Due to Terminate
Facility Fee           $         0.00                                                           Transaction:    $30,518,326.54
Breakage               $         0.00
Lender's Legal         $     9,750.00
Trustee Fees           $     1,450.00
                       --------------
Totals                 $30,518,326.54
</TABLE>

</TEXT>
</DOCUMENT>
