Transwestern Publishing Co Llc Sample Contracts

Transwestern Publishing Co Llc – AND ALL SERIES F 95/8% SENIOR SUBORDINATED NOTES DUE 2007 (February 17th, 2004)

EXHIBIT 99.1 PRESS RELEASE Contact: Kimberley Beales (858) 467-2815 FOR IMMEDIATE RELEASE February 13, 2004 TRANSWESTERN PUBLISHING ANNOUNCES RESULTS OF CONSENT SOLICITATION FOR ANY AND ALL SERIES F 95/8% SENIOR SUBORDINATED NOTES DUE 2007 SAN DIEGO, CA - February 13, 2004 - TransWestern Publishing Company LLC ("TransWestern Publishing") announced today that, in connection with its previously announced cash tender offer for any and all of the $215,000,000 outstanding Series F 95/8% Senior Subordinated Notes due 2007 (CUSIP No. 894063AK2, the "Notes") issued by TransWestern Publishing and TWP Capital Corp. II (together, the "Issuers") and its related consent solicitation, the requisite consents necessary to

Transwestern Publishing Co Llc – PRESS RELEASE (February 3rd, 2004)

EXHIBIT 99.1 PRESS RELEASE Contact: Kimberley Beales (858) 467-2815 FOR IMMEDIATE RELEASE February 2, 2004 TRANSWESTERN PUBLISHING ANNOUNCES TENDER OFFER AND CONSENT SOLICITATION FOR ANY AND ALL SERIES F 95/8% SENIOR SUBORDINATED NOTES DUE 2007 SAN DIEGO, CA -- February 2, 2004 -- TransWestern Publishing Company LLC ("TransWestern Publishing") announced today that it has commenced a cash tender offer relating to any and all of the $215,000,000 outstanding Series F 95/8% Senior Subordinated Notes due 2007 (CUSIP No. 894063AK2, the "Notes") issued by TransWestern Publishing and TWP Capital Corp. II. In conjunction with the tender offer, TransWestern Publishing is als

Transwestern Publishing Co Llc – PRESS RELEASE (November 12th, 2003)

Exhibit 99.1 [TRANSWESTERN PUBLISHING LETTERHEAD] PRESS RELEASE Contact: Kimberley Beales (858) 467-2815 FOR IMMEDIATE RELEASE November 12, 2003 TRANSWESTERN PUBLISHING ANNOUNCES THIRD QUARTER EARNINGS SAN DIEGO - TransWestern Publishing Company LLC, a wholly-owned subsidiary of TransWestern Holdings L.P., announced third quarter revenues of $75.7 million, an increase of $0.7 million as compared to the third quarter of 2002. During the third quarter, earnings before interest, taxes, depreciation and amortization (EBITDA) was $18.6 million, an increase of $3.4 million or 22.3% as compared to the same period in 2002. Net income for the quarter increased $4.5 m

Transwestern Publishing Co Llc – PRESS RELEASE (August 12th, 2003)

Exhibit 99.1 [TRANSWESTERN PUBLISHING LETTERHEAD] PRESS RELEASE Contact: Kimberley Beales (858) 467-2815 FOR IMMEDIATE RELEASE August 12, 2003 TRANSWESTERN PUBLISHING ANNOUNCES SECOND QUARTER EARNINGS SAN DIEGO - TransWestern Publishing Company LLC, a wholly-owned subsidiary of TransWestern Holdings L.P., announced second quarter revenues of $68.6 million, a decrease of $25.9 million as compared to the second quarter of 2002. During the second quarter, earnings before interest, taxes, depreciation and amortization (EBITDA) was $18.0 million, a decrease of $13.7 million or 43.3 percent as compared to the same period in 2002. Net income for the quarter decrea

Transwestern Publishing Co Llc – PRESS RELEASE (May 12th, 2003)

[TRANSWESTERN PUBLISHING LOGO] 8344 Clairemont Mesa Blvd. - San Diego, CA 92111 - 1-800-333-1111 - FAX: (858) 495-1546 EXHIBIT 99.1 PRESS RELEASE Contact: Kimberley Beales (858) 467-2815 FOR IMMEDIATE RELEASE May 12, 2003 TRANSWESTERN PUBLISHING ANNOUNCES FIRST QUARTER EARNINGS SAN DIEGO - TransWestern Publishing Company LLC, a wholly-owned subsidiary of TransWestern Holdings L.P., announced first quarter revenues of $63.0 million, a decrease of $6.0 million over the first quarter of 2002. During the first quarter earnings before interest, taxes, depreciation and amortization (EBITDA) was $14.8 million, a de

Transwestern Publishing Co Llc – SECOND AMENDED AND RESTATED CREDIT AGREEMENT (November 12th, 2002)

EXHIBIT 10.1 EXECUTION COPY FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT FIRST AMENDMENT, dated as of May 22, 2002 (this "First Amendment"), to the SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 28, 2001 (as amended, supplemented or otherwise modified through but not including the date hereof, the "Credit Agreement"; All capitalized terms used herein without definition shall have the same meanings herein as set forth therein), by and among TRANSWESTERN PUBLISHING COMPANY, LLC, a Delaware limited liability company (the "Company"), WORLDPAGES, INC., a Delaware corporation and a wholly owned Subsidiary of the Company ("WPZ"), TWP CAPITAL CORP. II, a Delaware corporation and a wholly owned Subsidiary of the Company ("TWP C

Transwestern Publishing Co Llc – EXECUTIVE AGREEMENT (August 14th, 2001)

1 Exhibit 10.5 FORM OF EXECUTIVE AGREEMENT THIS AGREEMENT is made as of June 28, 2001 among TransWestern Holdings, L.P., a Delaware limited partnership (the "Partnership"), TransWestern Communications Company, Inc., a Delaware corporation (the "Company"), ________________________1 ("Executive"). Trust and Executive are parties to a Recapitalization Agreement, dated as of June 28, 2001 (as amended from time to time, the "Recapitalization Agreement"), pursuant to which it acquired certain Preferred Units of the Partnership ("Preferred Units") and Class A Units of the Partnership ("Class A Units"). The Partnership, the Company, Trust and Executive desire to enter into this Agreement pursuant to which Trust will purchase from the Partnership, and the Partnership will sell to Trust certain Class B Units of the Partners

Transwestern Publishing Co Llc – EMPLOYMENT AGREEMENT (August 14th, 2001)

1 EXHIBIT 10.13 EMPLOYMENT AGREEMENT AGREEMENT made as of June 28, 2001, between TransWestern Publishing Company, LLC, a Delaware limited liability company (the "Company"), TransWestern Communications Company, Inc., a Delaware corporation ("TCC"), and Richard Beck ("Executive"). In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Employment. The Company shall employ Executive, and Executive accepts employment with the Company, upon the terms and conditions set forth in this Agreement for the period beginning on the date hereof and ending as provided in paragraph 4 hereof (the "Employment Period"). 2. Position and Duties. (a) During the Employm

Transwestern Publishing Co Llc – THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE (August 14th, 2001)

1 Exhibit 4.2 THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE

Transwestern Publishing Co Llc – EMPLOYMENT AGREEMENT (August 14th, 2001)

1 Exhibit 10.6 EMPLOYMENT AGREEMENT AGREEMENT made as of June 28, 2001, between TransWestern Publishing Company, LLC, a Delaware limited liability company (the "Company"), TransWestern Communications Company, Inc., a Delaware corporation ("TCC"), and Laurence Bloch ("Executive"). In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Employment. The Company shall employ Executive, and Executive accepts employment with the Company, upon the terms and conditions set forth in this Agreement for the period beginning on the date hereof and ending as provided in paragraph 4 hereof (the "Employment Period"). 2. Position and Duties. (a) During the Employment Period, Ex

Transwestern Publishing Co Llc – GUARANTEE (August 14th, 2001)

1 EXHIBIT 4.5 EXECUTION COPY GUARANTEE The undersigned entities (the "Guarantors") hereby unconditionally guarantee, on a senior subordinated basis, jointly and severally with all other guarantors under the Indenture dated as of May 23, 2001 by and among TransWestern Publishing Company LLC, a Delaware limited partnership (the "Company"), TWP Capital Corp. II, a Delaware corporation ("Capital" and, together with the Company, the "Issuers"), the Guarantors named therein and Wilmington Trust Company, as trustee (as amended, restated or supplemented from time to time, the "Indenture"), to the extent set forth in the Indenture and subject to the provisions of the Indenture, (a) the due and punctual payment of the principal of and premium, if any, and interest on the Notes, whether at maturity, by acceleration or

Transwestern Publishing Co Llc – EMPLOYMENT AGREEMENT (August 14th, 2001)

1 EXHIBIT 10.12 EMPLOYMENT AGREEMENT AGREEMENT made as of June 28, 2001, between TransWestern Publishing Company, LLC, a Delaware limited liability company (the "Company"), TransWestern Communications Company, Inc., a Delaware corporation ("TCC"), and James Durance ("Executive"). In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Employment. The Company shall employ Executive, and Executive accepts employment with the Company, upon the terms and conditions set forth in this Agreement for the period beginning on the date hereof and ending as provided in paragraph 4 hereof (the "Employment Period"). 2. Position and Duties. (a) During the Employ

Transwestern Publishing Co Llc – REGISTRATION RIGHTS AGREEMENT (August 14th, 2001)

1 Exhibit 4.6 -------------------------------------------------------------------------------- REGISTRATION RIGHTS AGREEMENT Dated as of May 23, 2001 by and among TRANSWESTERN PUBLISHING COMPANY LLC, TWP CAPITAL CORP. II and TARGET DIRECTORIES OF MICHIGAN, INC. and THE INITIAL PURCHASERS named herein -------------------------------------------------------------------------------- 2 TABLE OF CONTENTS Page ----

Transwestern Publishing Co Llc – THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE (August 14th, 2001)

1 Exhibit 4.3 THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE

Transwestern Publishing Co Llc – EMPLOYMENT AGREEMENT (August 14th, 2001)

1 Exhibit 10.9 EMPLOYMENT AGREEMENT AGREEMENT made as of June 28, 2001, between TransWestern Publishing Company, LLC, a Delaware limited liability company (the "Company"), TransWestern Communications Company, Inc., a Delaware corporation ("TCC"), and Marybeth Brennan ("Executive"). In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Employment. The Company shall employ Executive, and Executive accepts employment with the Company, upon the terms and conditions set forth in this Agreement for the period beginning on the date hereof and ending as provided in paragraph 4 hereof (the "Employment Period"). 2. Position and Duties. (a) During the Emplo

Transwestern Publishing Co Llc – EMPLOYMENT AGREEMENT (August 14th, 2001)

1 EXHIBIT 10.14 EMPLOYMENT AGREEMENT AGREEMENT made as of June 28, 2001, between TransWestern Publishing Company, LLC, a Delaware limited liability company (the "Company"), TransWestern Communications Company, Inc., a Delaware corporation ("TCC"), and Ita Shea-Oglesby ("Executive"). In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Employment. The Company shall employ Executive, and Executive accepts employment with the Company, upon the terms and conditions set forth in this Agreement for the period beginning on the date hereof and ending as provided in paragraph 4 hereof (the "Employment Period"). 2. Position and Duties. (a) During the Emp

Transwestern Publishing Co Llc – AMENDED AND RESTATED REGISTRATION AGREEMENT (August 14th, 2001)

1 Exhibit 4.8 AMENDED AND RESTATED REGISTRATION AGREEMENT THIS AGREEMENT (the "Agreement") is made as of June 28, 2001 by and among TransWestern Holdings, L.P., a Delaware limited partnership (the "Partnership"), and the persons listed on the signature page hereto. Unless otherwise provided in this Agreement, capitalized terms used herein shall have the meanings set forth in paragraph 8 hereof. WHEREAS, the Partnership and certain of the parties hereto, entered into that certain Registration Agreement, dated October 1, 1997 (the "Original Registration Agreement"); WHEREAS, parties hereto hold an amount of securities of the Partnership subject to the Original Registration Agreement that is sufficient to effect an amendment and restatement of the Original Registration Agreement; and WHEREAS, the parties hereto now agree to amend a

Transwestern Publishing Co Llc – AMENDED AND RESTATED INVESTORS AGREEMENT (August 14th, 2001)

1 Exhibit 4.7 AMENDED AND RESTATED INVESTORS AGREEMENT THIS AGREEMENT (the "Agreement") is made as of June 28, 2001, by and among TransWestern Communications Company, Inc., a Delaware corporation (the "Company"), TransWestern Holdings, L.P., a Delaware limited partnership (the "Partnership"), each of the investors listed on the Schedule of Investors attached hereto (the "Investors") and each of the executives (and, in some cases, certain of their affiliates) listed on the Schedule of Executives attached hereto (the "Executives"). Capitalized terms used, but not otherwise defined, herein are defined in paragraph 8 hereof. The Company, the Partnership (f/k/a TransWestern Publishing Company, L.P.) and certain of the parties hereto, entered into that certain Investors Agreement, dated October 1, 1997 (the "Original Investors Agreement"). The

Transwestern Publishing Co Llc – EMPLOYMENT AGREEMENT (August 14th, 2001)

1 Exhibit 10.7 EMPLOYMENT AGREEMENT AGREEMENT made as of June 28, 2001, between TransWestern Publishing Company, LLC, a Delaware limited liability company (the "Company"), TransWestern Communications Company, Inc., a Delaware corporation ("TCC"), and Ricardo Puente ("Executive"). In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Employment. The Company shall employ Executive, and Executive accepts employment with the Company, upon the terms and conditions set forth in this Agreement for the period beginning on the date hereof and ending as provided in paragraph 4 hereof (the "Employment Period"). 2. Position and Duties. (a) During the Employm

Transwestern Publishing Co Llc – EMPLOYMENT AGREEMENT (August 14th, 2001)

1 EXHIBIT 10.11 EMPLOYMENT AGREEMENT AGREEMENT made as of June 28, 2001, between TransWestern Publishing Company, LLC, a Delaware limited liability company (the "Company"), TransWestern Communications Company, Inc., a Delaware corporation ("TCC"), and Dennis Reimert ("Executive"). In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Employment. The Company shall employ Executive, and Executive accepts employment with the Company, upon the terms and conditions set forth in this Agreement for the period beginning on the date hereof and ending as provided in paragraph 4 hereof (the "Employment Period"). 2. Position and Duties. (a) During the Emplo

Transwestern Publishing Co Llc – AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT (August 14th, 2001)

1 EXHIBIT 10.2 EXECUTION COPY ================================================================================ AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT made by TRANSWESTERN HOLDINGS L.P., WORLDPAGES.COM, INC., TWP CAPITAL CORP. II, TRANSWESTERN PUBLISHING COMPANY, LLC and certain of its Subsidiaries in favor of CANADIAN IMPERIAL BANK OF COMMERCE, as Administrative Agent Dated as of June 28, 2001 ================================================================================ 2 TABLE OF CONT

Transwestern Publishing Co Llc – EMPLOYMENT AGREEMENT (August 14th, 2001)

1 EXHIBIT 10.10 EMPLOYMENT AGREEMENT AGREEMENT made as of June 28, 2001, between TransWestern Publishing Company, LLC, a Delaware limited liability company (the "Company"), TransWestern Communications Company, Inc., a Delaware corporation ("TCC"), and Michael Bynum ("Executive"). In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Employment. The Company shall employ Executive, and Executive accepts employment with the Company, upon the terms and conditions set forth in this Agreement for the period beginning on the date hereof and ending as provided in paragraph 4 hereof (the "Employment Period"). 2. Position and Duties. (a) During the Employ

Transwestern Publishing Co Llc – GUARANTEE (August 14th, 2001)

1 Exhibit 4.4 GUARANTEE The undersigned, Target Directories of Michigan, Inc. (the "Guarantor") hereby unconditionally guarantees, on a senior subordinated basis, jointly and severally with all other guarantors under the Indenture dated as of May 23, 2001 by and among TransWestern Publishing Company LLC, a Delaware limited partnership (the "Company"), TWP Capital Corp. II, a Delaware corporation ("Capital" and, together with the Company, the "Issuers"), the Guarantor named therein and Wilmington Trust Company, as trustee (as amended, restated or supplemented from time to time, the "Indenture"), to the extent set forth in the Indenture and subject to the provisions of the Indenture, (a) the due and punctual payment of the principal of and premium, if any, and interest on the Notes, whether at maturity, by acceleration or otherwise, the due and punctual paymen

Transwestern Publishing Co Llc – MANAGEMENT AGREEMENT (August 14th, 2001)

1 Exhibit 10.4 MANAGEMENT AGREEMENT This Management Agreement is entered into effective as of June 28, 2001 ("Effective Date") by and between Thomas H. Lee Advisors, LLC (the "Consultant"), and TransWestern Holdings, L.P., a Delaware limited partnership ("TransWestern"). WHEREAS, the Consultant has staff specially skilled in corporate finance, strategic corporate planning and other management skills and services; and WHEREAS, as of the date hereof, TransWestern has completed its recapitalization pursuant to the Recapitalization Agreement, dated as of the date hereof (the "Recapitalization Agreement") by and among TransWestern, its general partner and limited partners, certain affiliates of the Consultant and the stockholders of TransWestern Communications Company, Inc., the general partner of TransWestern (the "Company"), together with the consummation of s

Transwestern Publishing Co Llc – SECOND AMENDED AND RESTATED CREDIT AGREEMENT (August 14th, 2001)

1 EXHIBIT 10.1 EXECUTION COPY SECOND AMENDED AND RESTATED CREDIT AGREEMENT AMONG TRANSWESTERN PUBLISHING COMPANY, LLC, WORLDPAGES.COM, INC. AND TWP CAPITAL CORP. II, AS BORROWERS THE SEVERAL LENDERS FROM TIME TO TIME PARTIES HERETO, CANADIAN IMPERIAL BANK OF COMMERCE, AS ADMINISTRATIVE AGENT, FIRST UNION NATIONAL BANK, AS SYNDICATION AGENT, AND FLEET NATIONAL BANK, AS

Transwestern Publishing Co Llc – EMPLOYMENT AGREEMENT (August 14th, 2001)

1 Exhibit 10.8 EMPLOYMENT AGREEMENT AGREEMENT made as of June 28, 2001, between TransWestern Publishing Company, LLC, a Delaware limited liability company (the "Company"), TransWestern Communications Company, Inc., a Delaware corporation ("TCC"), and Joan Fiorito ("Executive"). In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Employment. The Company shall employ Executive, and Executive accepts employment with the Company, upon the terms and conditions set forth in this Agreement for the period beginning on the date hereof and ending as provided in paragraph 4 hereof (the "Employment Period"). 2. Position and Duties. (a) During the Employmen

Transwestern Publishing Co Llc – RECAPITALIZATION AGREEMENT (July 12th, 2001)

1 EXHIBIT 2.2 RECAPITALIZATION AGREEMENT This Recapitalization Agreement (the "Agreement") is entered into as of June 28, 2001 (the "Closing Date") by and among TransWestern Holdings, L.P., a Delaware limited partnership (the "Partnership"), TransWestern Communications Company, Inc., a Delaware corporation and the general partner of the Partnership (the "Company"), TransWestern Publishing Company, LLC, a Delaware limited liability company and wholly owned subsidiary of the Partnership ("TransWestern"), the persons listed on the Schedule of New Investors attached hereto (collectively, the "New Investors"; each a "New Investor"), the persons listed on the Schedule of Selling Investors attached hereto (collectively, the "Selling Investors"; each a "Selling Investor"), and the persons listed on the Schedule of New Investors and designated as "Reinvesting Managers" (collectively, th

Transwestern Publishing Co Llc – AGREEMENT AND PLAN OF MERGER (July 12th, 2001)

1 EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG TRANSWESTERN PUBLISHING COMPANY LLC WORLDPAGES MERGER SUBSIDIARY, INC. AND WORLDPAGES.COM, INC. DATED AS OF APRIL 26, 2001 2 TABLE OF CONTENTS ARTICLE I....................................................................... 2 DEFINITIONS..................................................................... 2 Section 1.1. Acquisition Proposal...................................... 2 Section 1.2. Affiliate................................................. 2 Section 1.3. Agreement.......................

Transwestern Publishing Co Llc – ASSET PURCHASE AGREEMENT (April 16th, 2001)

1 EXHIBIT 2.1 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into as of March 7, 2001 (the "Effective Date"), by and between TransWestern Publishing Company, LLC, a Delaware limited liability company ("TransWestern"), and Alliance Media Group, Inc., a Texas corporation ("Seller"), as debtor and debtor in possession, with reference to the following facts (TransWestern and Seller sometimes are referred to herein individually as a "Party" and collectively as the "Parties." Capitalized terms not otherwise defined have the meanings set forth below in Article 1: W I T N E S S E T H: WHEREAS, each of Seller and TransWestern are in the business of printing, publishing and distributing telephone directory "yellow pages," and subject to the terms and conditions set forth herein, TransWestern desires

Transwestern Publishing Co Llc – PRESS RELEASE (April 16th, 2001)

1 EXHIBIT 99.1 PRESS RELEASE Contact: TransWestern Publishing Kimberley Beales (858) 467-2815 Alliance Media Earl Mix (210) 495-7600 FOR IMMEDIATE RELEASE April 12, 2001 TRANSWESTERN PUBLISHING PURCHASES DIRECTORIES FROM ALLIANCE SAN DIEGO - TransWestern Publishing has announced the purchase of directories from Alliance Media Group, Inc. The directories are in Texas and Kentucky. TransWestern Publishing purchased Alliance's total portfolio of directories t

Transwestern Publishing Co Llc – FIRST AMENDMENT AND CONSENT (March 26th, 2001)

1 EXHIBIT 10.13 EXECUTION COPY FIRST AMENDMENT AND CONSENT FIRST AMENDMENT AND CONSENT (this "Amendment") dated as of January 30, 1998 to the Assumption Agreement and Amended and Restated Credit Agreement, dated as of November 6, 1997 (the "Credit Agreement"), among TransWestern Publishing Company LLC, a Delaware limited liability company, (the "Company"), TWP Capital Corp. II, a Delaware corporation and a wholly owned Subsidiary of the Company ("TWP Capital II"; the Company and TWP Capital II, collectively, the "Borrowers"), the several banks and other financial institutions from time to time parties thereto (the "Lenders"), Canadian Imperial Bank of Commerce, New York Agency, as administrative agent for the Lenders thereunder (in such capacity, the "Administrative Agent") and First Union National Bank, a natio

Transwestern Publishing Co Llc – SEVENTH AMENDMENT (March 26th, 2001)

1 EXHIBIT 10.17 Execution Copy SEVENTH AMENDMENT SEVENTH AMENDMENT (this "Amendment"), dated as of July 3, 2000, to the Assumption Agreement and Amended and Restated Credit Agreement, dated as of November 6, 1997 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among TransWestern Publishing Company, LLC, a Delaware limited liability company (the "Company"), TWP Capital Corp. II, a Delaware corporation and a wholly owned Subsidiary of the Company ("TWP Capital II"; the Company and TWP Capital II, collectively, the "Borrowers"), the several banks and other financial institutions from time to time parties thereto (the "Lenders"), Canadian Imperial Bank of Commerce, New York Agency, as administrative agent for the Lenders thereunder (in such capacity, the "Administrativ

Transwestern Publishing Co Llc – SECOND AMENDMENT (March 26th, 2001)

1 EXHIBIT 10.14 EXECUTION COPY SECOND AMENDMENT SECOND AMENDMENT (this "Amendment") dated as of July 15, 1998 to the Assumption Agreement and Amended and Restated Credit Agreement, dated as of November 6, 1997 (the "Credit Agreement"), among TransWestern Publishing Company LLC, a Delaware limited liability company, (the "Company"), TWP Capital Corp. II, a Delaware corporation and a wholly owned Subsidiary of the Company ("TWP Capital II"; the Company and TWP Capital II, collectively, the "Borrowers"), the several banks and other financial institutions from time to time parties thereto (the "Lenders"), Canadian Imperial Bank of Commerce, New York Agency, as administrative agent for the Lenders thereunder (in such capacity, the "Administrative Agent") and First Union National Bank, a national banking associa

Transwestern Publishing Co Llc – THIRD AMENDMENT (March 26th, 2001)

1 EXHIBIT 10.15 THIRD AMENDMENT THIRD AMENDMENT (this "Amendment") dated as of October 26, 1998 to the Assumption Agreement and Amended and Restated Credit Agreement, dated as of November 6, 1997 (as amended by the First Amendment thereto dated as of January 30, 1998 and by the Second Amendment thereto dated as of July 15, 1998 and as may be further amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among TransWestern Publishing Company LLC, a Delaware limited liability company (the "Company"), TWP Capital Corp. II, a Delaware corporation and a wholly owned Subsidiary of the Company ("TWP Capital II"; the Company and TWP Capital II, collectively, the "Borrowers"), the several banks and other financial institutions from time to time parties thereto (the "Lenders"), Canadian Imperial Bank of Commerce, New York Agency, as administrative ag

Transwestern Publishing Co Llc – FOURTH AMENDMENT (March 26th, 2001)

1 EXHIBIT 10.16 FOURTH AMENDMENT FOURTH AMENDMENT (this "Amendment") dated as of January 1, 1999 to the Assumption Agreement and Amended and Restated Credit Agreement, dated as of November 6, 1997 (as amended by the First Amendment thereto dated as of January 30, 1998, the Second Amendment thereto dated as of July 15, 1998, the Third Amendment dated as of October 26, 1998 and as may be further amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among TransWestern Publishing Company LLC, a Delaware limited liability company (the "Company"), TWP Capital Corp. II, a Delaware corporation and a wholly owned Subsidiary of the Company ("TWP Capital II"; the Company and TWP Capital II, collectively, the "Borrowers"), the several banks and other financial institutions from time to time parties thereto (the "Lenders"), Canadian Imperial Bank of Com