1 EXHIBIT 10.9 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...Management Agreement • February 2nd, 1998 • TWP Capital Corp Ii • Miscellaneous publishing • Massachusetts
EXHIBIT 4.11 SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 19th, 2001 • TWP Capital Corp Ii • Telephone communications (no radiotelephone) • New York
EXHIBIT 2.2 ASSIGNMENT AND ASSUMPTION AGREEMENT This ASSIGNMENT AND ASSUMPTION Agreement (this"Agreement") is executed this 6th day of November, 1997, by TransWestern Holdings, L.P., a Delaware limited partnership, ("Contributor") and TransWestern...Assignment and Assumption Agreement • December 12th, 1997 • TWP Capital Corp Ii
AND INTERACTIVE MEDIA SERVICES, INC., and those members of the Company who subsequent to the date of this Agreement become, by its terms or agree in writing to be, bound by its provisions, hereafter sometimes collectively called theOperating Agreement • October 19th, 2001 • TWP Capital Corp Ii • Telephone communications (no radiotelephone) • Kansas
TRANSWESTERN PUBLISHING COMPANY LLC and TWP CAPITAL CORP. II, as Issuers, and WILMINGTON TRUST COMPANY, as Trustee INDENTURETWP Capital Corp Ii • December 12th, 1997 • New York
EXHIBIT 10.3 ASSUMPTION AGREEMENT AND AMENDED AND RESTATED CREDIT AGREEMENTAssumption Agreement • December 12th, 1997 • TWP Capital Corp Ii • New York
REGISTRATION RIGHTS AGREEMENT Dated as of November 12, 1997 by and among TRANSWESTERN PUBLISHING COMPANY, LLC and TWP CAPITAL CORP. II and THE INITIAL PURCHASERS named herein -------------------------------------------------------...Registration Rights Agreement • December 12th, 1997 • TWP Capital Corp Ii • New York
1 EXHIBIT 10.5 EXECUTIVE AGREEMENT THIS AGREEMENT is made as of October 1, 1997 between TransWestern Publishing Company, L.P., a Delaware limited partnership (the "Partnership"), and [Executive Name] ("Executive"). Executive entered into a Securities...Executive Agreement • December 12th, 1997 • TWP Capital Corp Ii • Delaware
1 EXHIBIT 10.10 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...Investors Agreement • February 2nd, 1998 • TWP Capital Corp Ii • Miscellaneous publishing • Delaware
1 EXHIBIT 10.1 EMPLOYMENT AGREEMENT AGREEMENT made as of October 1, 1997, between TransWestern Publishing Company, L.P., a Delaware limited partnership (the "Partnership"), TransWestern Communications Company, Inc., general partner of the Partnership...Employment Agreement • December 12th, 1997 • TWP Capital Corp Ii • California
1 EXHIBIT 10.2 EMPLOYMENT AGREEMENT AGREEMENT made as of October 1, 1997, between TransWestern Publishing Company, L.P., a Delaware limited partnership (the "Partnership"), TransWestern Communications Company, Inc., general partner of the Partnership...Employment Agreement • December 12th, 1997 • TWP Capital Corp Ii • California
BILL OF SALEBill of Sale • December 12th, 1997 • TWP Capital Corp Ii
AGREEMENT ARTICLE 1Contribution and Assumption Agreement • December 12th, 1997 • TWP Capital Corp Ii • Illinois
EXHIBIT 3.19 THIS AMALGAMATION AGREEMENT dated the 14th day of February, 2000; BETWEEN: YPTEL LIMITED, a company continued under the Companies Act (Nova Scotia) as a company limited by shares ("YPTEL")Amalgamation Agreement • October 19th, 2001 • TWP Capital Corp Ii • Telephone communications (no radiotelephone) • Nova Scotia
1 EXHIBIT 10.8 REGISTRATION RIGHTS AGREEMENT Dated as of November 12, 1997Registration Rights Agreement • December 12th, 1997 • TWP Capital Corp Ii • New York
1 EXHIBIT 10.6 SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 12th, 1997 • TWP Capital Corp Ii • New York
LIMITED LIABILITY COMPANY AGREEMENT OF TRANSWESTERN PUBLISHING COMPANY LLCLimited Liability Company Agreement • December 12th, 1997 • TWP Capital Corp Ii • Delaware
TRANSWESTERN HOLDINGS L.P. (formerly TransWestern Publishing Company, L.P.) and TWP CAPITAL CORP., as Issuers, and WILMINGTON TRUST COMPANY, as Trustee INDENTURETWP Capital Corp Ii • December 12th, 1997 • New York
Exhibit 21.1 SUBSIDIARIESTWP Capital Corp Ii • October 19th, 2001 • Telephone communications (no radiotelephone)
EXHIBIT 4.12 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...TWP Capital Corp Ii • October 19th, 2001 • Telephone communications (no radiotelephone) • New York
1 EXHIBIT 10.19 TRANSWESTERN HOLDINGS LP EMPLOYEE EQUITY COMPENSATION TRUST II This Trust Agreement (this "Agreement") is made this 28th day of June, 2001 by and between TransWestern Holdings LP (the "Company"), TransWestern Communications Company,...Trust Agreement • September 28th, 2001 • TWP Capital Corp Ii • Telephone communications (no radiotelephone) • Delaware
EXHIBIT 10.3 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made to be effective by and between Transwestern Publishing Company LLC, ("Transwestern") and Steve Sparks ("Sparks") as of the 2nd day of July 2001 ("Effective Date")....Employment Agreement • October 19th, 2001 • TWP Capital Corp Ii • Telephone communications (no radiotelephone) • Texas
