Transwestern Holdings Lp Sample Contracts

Transwestern Holdings Lp – 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 Holdings Lp – 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 Holdings Lp – 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 Holdings Lp – 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 Holdings Lp – 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 Holdings Lp – 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 Holdings Lp – 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 Holdings Lp – 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 Holdings Lp – 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 Holdings Lp – 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 Holdings Lp – 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 Holdings Lp – 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 Holdings Lp – 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 Holdings Lp – 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 Holdings Lp – 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 Holdings Lp – 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 Holdings Lp – 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 Holdings Lp – 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 Holdings Lp – 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 Holdings Lp – 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 Holdings Lp – 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 Holdings Lp – 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 Holdings Lp – 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 Holdings Lp – 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 Holdings Lp – 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 Holdings Lp – 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 Holdings Lp – 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 Holdings Lp – 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 Holdings Lp – 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

Transwestern Holdings Lp – 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 Holdings Lp – PRESS RELEASE (July 24th, 2000)

1 EXHIBIT 99.2 PRESS RELEASE Contact: Kimberley Beales (858) 467-2815 FOR IMMEDIATE RELEASE July 19, 2000 TRANSWESTERN PUBLISHING ANNOUNCES CONTINUED EXPANSION SAN DIEGO - This week TransWestern Publishing announced its continued expansion through three acquisitions as well as starting two new telephone directories. The previously announced purchase of nine directories from the New York Times Company received government approval and has been finalized. Seven of the phone directories are in Florida: Gainesville, Ocala, Lake City, Palatka, Lakeland, Sebring and Plant City; and two are in Louisiana: Houma and Opelousas. TransWestern Publishing also purcha

Transwestern Holdings Lp – ASSET PURCHASE AGREEMENT (July 24th, 2000)

1 ASSET PURCHASE AGREEMENT DATED AS OF JUNE 23, 2000 BY AND AMONG LAKELAND LEDGER PUBLISHING CORPORATION, NYT MANAGEMENT SERVICES, NYT FLORIDA HOLDINGS, INC., THE HOUMA COURIER NEWSPAPER CORPORATION, AND TRANSWESTERN PUBLISHING COMPANY, LLC 2 TABLE OF CONTENTS Page No. ARTICLE I. DEFINITIONS....................................................................1 1.1 Certain Definitions...........................................1 1.2 Certain Additional Definitions................................5 ARTICLE II. PURCHASE AND SALE OF ASS

Transwestern Holdings Lp – AGREEMENT ON TELEPHONE DIRECTORIES (July 24th, 2000)

1 EXHIBIT 99.1 For Immediate Release Contacts: Catherine Mathis for NYTC, (212) 556-1981; E-mail mathicj@nytimes.com Kim Beales for TransWestern Publishing, (858) 467-2815; E-mail kim.beales@twp.cc THE NEW YORK TIMES COMPANY AND TRANSWESTERN PUBLISHING ANNOUNCE AGREEMENT ON TELEPHONE DIRECTORIES NEW YORK, June 26, 2000 - The New York Times Company and TransWestern Publishing Company, LLC announced today that they have signed an agreement for the Times Company to sell nine telephone directories, which are part of its Regional Newspaper Group, to TransWestern Publishing. "The sale of these directories will allow us to sharpen our strategic focus and concentrate our resources on our core media businesses," said Russell T. Lewis, president and chief executive officer of the Times Compa

Transwestern Holdings Lp – PRESS RELEASE (January 14th, 1999)

1 EXHIBIT 99.1 [TRANSWESTERN PUBLISHING LETTERHEAD] PRESS RELEASE Contact: Kimberley Beales (619) 467-2815 FOR IMMEDIATE RELEASE January 5, 1999 TRANSWESTERN PUBLISHING PURCHASES 14 TEXAS DIRECTORIES SAN DIEGO - TransWestern Publishing has purchased 14 telephone directories in Texas from United Directory Services, Inc. The directories are: Graham-Jacksboro-Olny; Mineral Wells; Wise-Montague Area; Weatherford-Parker County; Azle Lake Worth Saginaw; Fairfield-Tri County; Austin-Williamson County; Marble Falls Area; Bastrop; New Braunfels-Canyon Lake; San Marcos-Lockhart; Kerrville-Heart of Hills; Seguin-Luling; and NE San Antonio. "We're ver

Transwestern Holdings Lp – ASSET PURCHASE AGREEMENT (January 14th, 1999)

1 EXHIBIT 2.1 EXECUTION COPY ================================================================================ ASSET PURCHASE AGREEMENT AMONG TRANSWESTERN PUBLISHING COMPANY LLC, A DELAWARE LIMITED LIABILITY COMPANY, UNITED DIRECTORY SERVICES, INC. A TEXAS CORPORATION, AND JOEL RAMSEY, ITS SOLE SHAREHOLDER DATED AS OF NOVEMBER 24, 1998 ================================================================================ 2