Twp Capital Corp Sample Contracts

Twp Capital Corp – EMPLOYEE EQUITY COMPENSATION PLAN (February 2nd, 1998)

1 EXHIBIT 10.11 TRANSWESTERN HOLDINGS L.P. EMPLOYEE EQUITY COMPENSATION PLAN 1. Purpose of the Employee Equity Compensation Plan. The Board of Directors (the "Board") of TransWestern Communications Company, Inc. (the "General Partner"), the general partner of TransWestern Holdings L.P. (the "Company") on ____________, approved the adoption of the TransWestern Holdings L.P. Employee Equity Compensation Plan (the "Plan") and formation of the TransWestern Holdings L.P. Employee Equity Compensation Trust (the "Trust"). The Plan is designed as an incentive compensation program to provide selected members of management and other key employees the opportunity to participate in the long-term profitability and equity appreciation of the Company. The Plan is intended to (i) attract, retain and motivate key employees and (ii) provide incentive and reward f

Twp Capital Corp – 11 7/8% SENIOR DISCOUNT NOTE DUE 2008 (December 12th, 1997)

1 EXHIBIT 4.2 [FORM OF FACE OF NOTE] TRANSWESTERN HOLDINGS L.P. (formerly TransWestern Publishing Company, L.P.) TWP CAPITAL CORP. 11 7/8% SENIOR DISCOUNT NOTE DUE 2008 This Note is issued with original issue discount for purposes of Section 1271 et seq. of the Internal Revenue Code. For each $1,000 of principal amount at maturity of this Note, the issue price is $561.16 and the amount of original issue discount is $438.84. The issue date of this Security is November 12, 1997 and the yield to maturity is 11 7/8%. Number CUSIP TransWestern Holdings L.P. (formerly TransWestern Publishing Company, L.P.), a Delaware limited partnership (the "Company," which term includes any successor corporation), and

Twp Capital Corp – MANAGEMENT AGREEMENT (December 12th, 1997)

1 EXHIBIT 10.1 MANAGEMENT AGREEMENT This Management Agreement is entered into effective as of October 1, 1997 ("Effective Date") by and between Thomas H. Lee Company, a Massachusetts sole proprietorship with a principal place of business at 75 State Street, Boston, Massachusetts 02109 (the "Consultant"), and TransWestern Publishing Company, 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 Securities Purchase and Redemption Agreement dated this date by and among TransWestern, its general partner and limited partners, certain affiliates of the Consultant and the stockholders of TransWestern Communications Company

Twp Capital Corp – REGISTRATION AGREEMENT (December 12th, 1997)

1 EXHIBIT 10.3 REGISTRATION AGREEMENT THIS AGREEMENT is made as of October 1, 1997 by and among TransWestern Publishing Company, 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. The parties hereto agree as follows: 1. Demand Registrations. (a) Requests for Registration. At any time, the holders of a majority of the Investor Registrable Securities may request registration under the Securities Act of all or part of its Registrable Securities on Form S-1 or any similar long-form registration ("Long-Form Registrations"), registration under the Securities Act of all or part of its Registrable Securities on Form S

Twp Capital Corp – INVESTORS AGREEMENT (December 12th, 1997)

1 EXHIBIT 10.2 INVESTORS AGREEMENT THIS AGREEMENT is made as of October 1, 1997, by and among TransWestern Communications Company, Inc., a Delaware corporation (the "Company"), TransWestern Publishing Company, 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 listed on the Schedule of Executives attached hereto (the "Executive"). Capitalized terms used herein are defined in paragraph 8 hereof. The parties hereto desire to enter into this Agreement for the purposes, among others, of (i) establishing the composition of the Company's Board of Directors (the "Board"), (ii) assuring continuity in the management and ownership of the Company and the Partnership and (iii) limiting the manner and terms by which the Stockholder Shares and the Partn