Tri State Outdoor Media Group Inc Sample Contracts

Tri State Outdoor Media Group Inc – Page INTRODUCTION................................................................. 1 I. DEFINITIONS......................................................... 1 II. METHOD OF CLASSIFICATION OF CLAIMS AND INTERESTS AND GENERAL PROVISIONS.......................................................... 9 2.1. General Rules of Classification............................... 9 2.2. Administrative Claims, Fee Claims and Priority Tax Claims..... 9 2.3. Satisfaction of Claims and Interests.......................... 9 2.4. Bar Date for Fee Claims....................................... 9 III. CLASSIFICATION OF CL (December 27th, 2002)

EXHIBIT 2(b)-1 UNITED STATES BANKRUPTCY COURT MIDDLE DISTRICT OF GEORGIA COLUMBUS DIVISION IN RE: ) CASE NO. 02-70596 ) TRI-STATE OUTDOOR MEDIA ) CHAPTER 11 GROUP, INC. ) ) JUDGE LANEY ) Debtor. ) ------------------------------- AMENDED PLAN OF REORGANIZATION PROPOSED BY THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS DATED AS OF NOVEMBER 13, 2002 William M. Flatau, Esq. Anthony Princi, Esq. Georgia Bar No. 262800 Thomas L. Kent, Esq. Wesley J. Boyer, Esq. Orrick, Herrington & Sutcliffe LLP Georgia Bar No. 073126 666 Fifth Avenue Katz, Flatau, Popson & Boyer, L.L.P. New York, New York 10103 355 Cotton Avenue (212) 506-5000 Macon, Georgia 31201 (478) 742-6481 Counsel For the Official Committee Of Unsecured Creditors NO MATERIALS OTHER THAN THE COMMITTEE'S DISCLOSURE STATEMENT AND RELATED MATERIALS APPROVED BY THE BANKRUPTCY COURT HAVE BEEN AUTHORIZED FOR USE IN SOLICITING ACCEPTANCES OR REJECTIONS OF THIS COMMITTEE'S PLAN TABLE OF CONTENTS

Tri State Outdoor Media Group Inc – FORBEARANCE AGREEMENT (November 14th, 2001)

Exhibit 10.17 FORBEARANCE AGREEMENT THIS FORBEARANCE AGREEMENT (the "Agreement") is made and entered into as of this _____ day of November, 2001, by and among TRI-STATE OUTDOOR MEDIA GROUP, INC., a Kansas corporation ("Borrower"), on the one hand, and ABLECO FINANCE LLC ("Lender"), a Delaware limited liability company, on the other hand (together with Borrower, the "Parties"). RECITALS (a) Borrower and Lender have entered into that certain Financing Agreement, dated as of March 27, 2001 (referred to herein as the "Loan Agreement"). Capitalized terms not otherwise defined herein shall have the meanings given such terms in the Loan Agreement. (b) To secure its obligations to Lender under the Loan Agreement, Borrower has granted to Lender a security interest in all of the real and personal property owned by Borrower

Tri State Outdoor Media Group Inc – FINANCING AGREEMENT (May 15th, 2001)

1 EXECUTION COPY EXHIBIT 10.16 FINANCING AGREEMENT Financing Agreement, dated as of March 27, 2001, by and among TRI-STATE OUTDOOR MEDIA GROUP, INC., a Kansas corporation ("the Borrower"), SGH HOLDINGS, INC., a Delaware corporation (the "Parent"), and ABLECO FINANCE LLC, a Delaware limited liability company (the "Lender"). RECITALS The Borrower and the Guarantor have asked the Lender to extend credit to the Borrower consisting of (a) a term loan in the principal amount of $13,000,000.00 and (b) a revolving credit facility in an aggregate principal amount not to exceed $7,000,000.00 at any time outstanding. The proceeds of the Loan shall be used to: (i) to refinance the Borrower's existing line of credit of up to $20,000,000; (ii) to pay interes

Tri State Outdoor Media Group Inc – CREDIT AGREEMENT (August 25th, 2000)

1 EXHIBIT 10.16 Amendment to the Credit Agreement dated August 14, 2000 2 FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This Amendment (this "Amendment") is entered into as of August 14, 2000 by and between Tri-State Outdoor Media Group, Inc., a Kansas corporation (the "Borrower"), and Bank One, NA ("Bank One"), individually and as agent (in such capacity, the "Agent"). RECITALS A. The Borrower, Bank One as the sole Lender (the "Lender") and the Agent are parties to that certain Amended and Restated Credit Agreement dated as of August 12, 1999, as amended by a First Amendment thereto dated as of October 15, 1999, a Second Amendment thereto dated as of March 20, 2000 and a Third Amendment dated

Tri State Outdoor Media Group Inc – CREDIT AGREEMENT (March 30th, 2000)

1 FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This Amendment (this "Amendment") is entered into as of October 15, 1999 by and between Tri-State Outdoor Media Group, Inc., a Kansas corporation (the "Borrower"), and Bank One, NA (f/k/a The First National Bank of Chicago) ("Bank One"), individually and as agent (in such capacity, the "Agent"). RECITALS A. The Borrower, Bank One as the sole Lender (the "Lender") and the Agent are parties to that certain Amended and Restated Credit Agreement dated as of August 12, 1999 (the "Credit Agreement"). Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them in the Credit Agreement. B. SGH Holdings, Inc. ("Holdings"), a Delaware corporation and owner of all of the outstandin

Tri State Outdoor Media Group Inc – CREDIT AGREEMENT (November 15th, 1999)

1 AMENDED AND RESTATED CREDIT AGREEMENT among TRI-STATE OUTDOOR MEDIA GROUP, INC., as Borrower THE LENDING INSTITUTIONS PARTY HERETO, as Lenders and THE FIRST NATIONAL BANK OF CHICAGO, as Agent Dated as of AUGUST 12, 1999 2 TRI-STATE OUTDOOR MEDIA GROUP, INC. AMENDED AND CREDIT AGREEMENT This Amended and Restated Credit Agreement, dated as of August 12, 1999, is among TRI-STATE OUTDOOR MEDIA GROUP, INC., the LENDERS and THE FIRST NATIONAL BANK OF CHICAGO, as Agent. RECITALS WHEREAS, the Borrower, the Lenders and the Agent ha

Tri State Outdoor Media Group Inc – CREDIT AGREEMENT (April 1st, 1999)

1 EXHIBIT 10.13 FIRST AMENDMENT TO CREDIT AGREEMENT This Amendment (this "Amendment") is entered into as of March 1, 1999 by and among Tri-State Outdoor Media Group, Inc., a Kansas corporation (the "Borrower"), and The First National Bank of Chicago ("First Chicago"), individually and as agent (in such capacity, the "Agent"). RECITALS _ The Borrower, First Chicago as the sole Lender (the "Lender") and the Agent are party to that certain Credit Agreement dated as of September 18, 1998 (the "Credit Agreement"). Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them in the Credit Agreement. _ The Borrower, the Lender and the Agent wish to amend the Credit Agreement on the terms and conditions se

Tri State Outdoor Media Group Inc – ASSET PURCHASE AGREEMENT (April 1st, 1999)

1 EXHIBIT 10.11 ================================================================================ ASSET PURCHASE AGREEMENT dated as of June 26, 1998 by and between TRI-STATE OUTDOOR MEDIA GROUP, INC. and JOHN R. LESLIE, SR., TRADING AS LESLIE OUTDOOR ADVERTISING ================================================================================ 2 INDEX 1.DEFINITIONS .........................................................1 2.PURCHASE AND SALE OF THE ASSETS; CLOSING ............................1 2.1Agreement to Purchase and Sell .....................................1 2.2 Purchased Assets ..................................................1 2.3Agreement to Assume Certain Liabilities ............................3 2.4Excluded Liabilities .................................

Tri State Outdoor Media Group Inc – ASSET PURCHASE AGREEMENT (April 1st, 1999)

1 EXHIBIT 10.12 ================================================================================ ASSET PURCHASE AGREEMENT dated as of July 23, 1998 by and between TRI-STATE OUTDOOR MEDIA GROUP, INC., AND BOONE COMPANY, INC. ================================================================================ 2 INDEX 1. DEFINITIONS......................................................1 2. PURCHASE AND SALE OF THE ASSETS; CLOSING.........................1 2.1 Agreement to Purchase and Sell............................1 2.2 Purchased Assets..........................................1 2.3 Agreement to Assume Certain Liabilities...................2 2.4 Excl

Tri State Outdoor Media Group Inc – Re: Fee Letter Amendment (April 1st, 1999)

1 EXHIBIT 10.14 [Letterhead of FIRST CHICAGO The First National Bank of Chicago] March 1, 1999 Tri-State Outdoor Media Group, Inc. 3416 Highway 41 South Tifton, Georgia 31794 Attn: William McLendon Sheldon Hurst Re: Fee Letter Amendment Gentlemen: We refer to (i) the Credit Agreement, dated as of September 18, 1998 (the "Original Credit Agreement"), as amended by the First Amendment thereto, dated as of March 1, 1999 (the "First Amendment", the Original Credit Agreement, as amended by the First Amendment being hereinafter referred to as the "Credit Agreement"), among Tri-State Outdoor Media Group, Inc. (the "Borrower"), the Lenders party thereto and The First National Bank of Chicago ("First Chicago"), as Agent, and (ii) the Fee Letter, dated August 18, 1998 (the "Fee Letter"), by First Chicago to

Tri State Outdoor Media Group Inc – CREDIT AGREEMENT (October 15th, 1998)

1 EXHIBIT 10.10 CREDIT AGREEMENT among TRI-STATE OUTDOOR MEDIA GROUP, INC., THE LENDING INSTITUTIONS PARTY HERETO, as Lenders and THE FIRST NATIONAL BANK OF CHICAGO, as Agent, Dated as of SEPTEMBER 18, 1998 2 TABLE OF CONTENTS PAGE ---- ARTICLE I DEFIN

Tri State Outdoor Media Group Inc – ASSET PURCHASE AGREEMENT (October 15th, 1998)

1 Exhibit 10.9 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement ("Agreement") is entered into as of September 4, 1998, by and between TRI- STATE OUTDOOR MEDIA GROUP, INC., a Kansas corporation ("Buyer"), and WESTERN OUTDOOR ADVERTISING CO., a Nebraska corporation ("Seller") (Buyer and Seller are sometimes herein referred to individually as a "Party" and collectively as the "Parties"). RECITALS Among other business endeavors, Seller is engaged in the business of owning and operating outdoor signs and billboards and otherwise providing outdoor advertising services (the "Business") in those areas described on Schedule A (the "Territory"). Seller desires to sell and assign certain outdoor advertising assets to Buyer, and Buyer desires to purchase such assets and to assume certain liabilities associated with such assets, pursuant

Tri State Outdoor Media Group Inc – ANTI-DILUTION AGREEMENT (July 15th, 1998)

1 EXHIBIT 10.7 ANTI-DILUTION AGREEMENT THIS ANTI-DILUTION AGREEMENT (this "Agreement") is dated as of February 27, 1998, by and among SGH Holdings, Inc., a Delaware corporation (the "Corporation"), Hurst Enterprises, L.P., a Georgia limited partnership ("Hurst"), William G. McLendon, an individual ("McLendon"), Anthony LaMarca, an individual ("LaMarca"), and Allard W. Lamm, an individual ("Lamm") (Hurst, McLendon, LaMarca and Lamm, each a "Shareholder" and collectively, the "Shareholders"). RECITALS WHEREAS, the Shareholders are the owners of the common stock, par value $.0001 per share ("Stock"), of Corporation; and WHEREAS, the Shareholders have, from time to time, made agreements providing for dilution protection in connection with the acquisition of shares of stock owned by a Shareholder which protection has not

Tri State Outdoor Media Group Inc – TAX SHARING AGREEMENT (July 15th, 1998)

1 EXHIBIT 10.5 TAX SHARING AGREEMENT AGREEMENT dated as of May 20, 1998, by and among SGH Holdings, Inc. ("Parent"), a Delaware corporation, and its subsidiary, Tri-State Outdoor Media Group, Inc, a Kansas corporation (hereinafter referred to as the "Consolidated Subsidiary" or as a "member"). This Agreement shall apply to taxable years ending on or as of December 31, 1998. W I T N E S S E T H: WHEREAS, Parent has elected to file a consolidated Federal income tax return under the provisions of the Internal Revenue Code of 1986, as amended (the "Code"), and the applicable regulations thereunder (the "Regulations"); and WHEREAS, under the provisions of the Code, the consolidated return generally must include all corporations controlled by Parent within the meaning of the Code and Regulations governing consolidated Federal

Tri State Outdoor Media Group Inc – INDENTURE (July 15th, 1998)

1 EXHIBIT 4.1 TRI-STATE OUTDOOR MEDIA GROUP, INC., Issuer, and IBJ SCHRODER BANK & TRUST COMPANY, Trustee -------------------- INDENTURE Dated as of May 15, 1998 --------------------- $100,000,000 11% Senior Notes due 2008 2 TRI-STATE OUTDOOR MEDIA GROUP, INC. RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939 AND INDENTURE, DATED AS OF MAY 15, 1998 TRUST INDENTURE ACT SECTION INDENTURE SECTION Section 310(a)(1) ............................

Tri State Outdoor Media Group Inc – ASSET PURCHASE AGREEMENT (July 15th, 1998)

1 EXHIBIT 10.2 ASSET PURCHASE AGREEMENT dated as of February 13, 1998 by and between TRI-STATE OUTDOOR MEDIA GROUP, INC. and UNISIGN CORPORATION, INC. 2 INDEX 1. DEFINITIONS.................................................................................... 1 2. PURCHASE AND SALE OF THE ASSETS; CLOSING....................................................... 1 2.1 Agreement to Purchase and Sell........................................................ 1 2.2 Purchased Assets.............

Tri State Outdoor Media Group Inc – Registration Rights Agreement (July 15th, 1998)

1 Exhibit 10.3 EXECUTION COPY Registration Rights Agreement Dated as of May 13, 1998 among Tri-State Outdoor Media Group, Inc. as Issuer, and Prudential Securities Incorporated and First Chicago Capital Markets, Inc. 2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of May 20, 1998, by and between Tri-State Outdoor Media Group, Inc., a Kansas corporation (the "Company"), and Prudential Securities Incorporated and First Chicago Capital Markets, Inc. (the "Ini

Tri State Outdoor Media Group Inc – GLOBAL NOTE (July 15th, 1998)

1 Exhibit 4.2 GLOBAL NOTE UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIO

Tri State Outdoor Media Group Inc – SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (July 15th, 1998)

1 Exhibit 10.6 EXECUTION COPY SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT -------------------------------------------------- SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT dated as of February 27, 1998, between and among SGH Holdings, Inc., a Delaware corporation (the "Company"), and each of the stockholders of the Company listed on the Schedule of Stockholders attached to this Agreement (collectively, the "Stockholders," and each individually a "Stockholder.") The Company and Mesirow Capital Partners VI, an Illinois limited partnership ("Fund VI"), are parties to a Note and Warrant Purchase Agreement dated as of October 3, 1994, as amended as of June 12, 1997 (the "Fund VI Purchase Agreement"), pursuant to which Fund VI purchased certain Promissory Notes (collectively, the "Fund VI Notes") and S

Tri State Outdoor Media Group Inc – CREDIT AGREEMENT (July 15th, 1998)

1 EXHIBIT 10.8 CREDIT AGREEMENT This Credit Agreement (as it may be amended or modified and in effect from time to time, the "Agreement"), dated as of May 20, 1998, is between Tri-State Outdoor Media Group, Inc., a Kansas corporation (together with its successors and assigns, the "Borrower"), and The First National Bank of Chicago (together with its successors and assigns, the "Lender"). The parties hereto agree as follows: ARTICLE I -- DEFINITIONS As used in this Agreement: "Alternate Base Rate" means, for any day, a rate of interest per annum equal to the higher of (i) the corporate base rate of interest announced by the Lender from time to time, changing when and as said corporate base rate changes and (ii) the sum of the federal funds effective rate (as published by the Federal Reserve Bank of New York) for such day plu

Tri State Outdoor Media Group Inc – PLEDGE AGREEMENT (July 15th, 1998)

1 Exhibit 10.4 PLEDGE AGREEMENT This PLEDGE AGREEMENT (this "Pledge Agreement") is made and entered into as of May 15, 1998 by TRI-STATE OUTDOOR MEDIA GROUP, INC., a Kansas corporation (the "Pledgor"), having its principal office at 3416 Highway 41 South, Tifton, Georgia 31794, IBJ SCHRODER BANK & TRUST COMPANY, a New York banking corporation, having an office at One State Street, New York, New York, 10004, as trustee (the "Trustee") for the holders from time to time (the "Holders") of the Notes (as defined herein) issued by the Pledgor under the Indenture referred to below and IBJ SCHRODER BANK & TRUST COMPANY, as securities intermediary (the "Tri-State Securities Intermediary"). W I T N E S S E T H WHEREAS, the Pledgor and the Trustee have entered into that certain indenture dated as of the date hereof (as amended, restat

Tri State Outdoor Media Group Inc – ASSET PURCHASE AGREEMENT (July 15th, 1998)

1 Exhibit 10.1 EXECUTION COPY ASSET PURCHASE AGREEMENT dated as of May 6, 1997 by and between TRI-STATE SYSTEMS, INC. and TRI-STATE OUTDOOR MEDIA GROUP, INC. 2 TABLE OF CONTENTS 1. DEFINITIONS.......................................................... 1 2. PURCHASE AND SALE OF THE ASSETS...................................... 1 2.1 Agreement to Purchase and Sell................................. 1 2.2 Purchased Assets............................................... 1 2.3 Excluded Assets.........................................