DIRECTOR’S SERVICE CONTRACTYell Finance Bv • June 8th, 2004 • Miscellaneous publishing
DATED 26 AUGUST 2003 YELL LIMITED as Obligors’ Agent ABN AMRO BANK N.V. and HSBC BANK PLC As Arrangers HSBC BANK PLC as Facility Agent and HSBC BANK PLC as Security TrusteeSenior Facilities Agreement • June 8th, 2004 • Yell Finance Bv • Miscellaneous publishing
Dated 11 November, 2002 YELL GROUP plc as the Parent and certain of its subsidiaries as Borrowers and/or Guarantors CIBC WORLD MARKETS plc as Mandated Lead Arranger of the Tranche C3 Term Facility CREDIT SUISSE FIRST BOSTON as Joint Lead Arranger of...Facilities Agreement • July 1st, 2003 • Yell Finance Bv • Miscellaneous publishing
assume from the Effective Date all of its rights and obligations as Tranche C3 Mandated Lead Arranger and/or, as the case may be, Tranche C3 Joint Lead Arranger, Tranche C3 Arranger, Tranche C3 Joint Bookrunner, Tranche C3 Syndication Agent and/or Original Tranche C3 Bank under the Senior Finance Documents and undertakes with the Facility Agent (for and on behalf of itself and the other Senior Finance Parties) and the other parties to the Facilities Agreement that it will be bound by the terms of each Senior Finance Document to which it is party in its relevant capacities as if it had been an original party thereto.
AGREEMENT AND PLAN OF MERGER by and among YELLOW BOOK USA, INC., TAPESTRY ACQUISITION, LLC, TRANSWESTERN HOLDINGS, L.P., for purposes of Sections 5.06, 7.01, 7.04, 10.06, 10.08, 10.09, 12.01, 12.03, 12.04 and 12.09 and Article IX only, TWP REP CO.,...Agreement and Plan of Merger • June 13th, 2005 • Yell Finance Bv • Miscellaneous publishing • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of May 16, 2005, by and among Yellow Book USA, Inc., a Delaware corporation (“Buyer”), Tapestry Acquisition, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Buyer (“Merger Sub”), TransWestern Holdings, L.P., a Delaware limited partnership (the “Partnership”), for purposes of Sections 5.06, 7.01, 7.04, 10.06, 10.08, 10.09, 12.01, 12.03, 12.04 and 12.09 and Article IX only, TWP Rep Co., LLC, as representative of the Sellers (in such capacity, the “Representative”), and, for purposes of Sections 5.08, 7.03, 7.08 and 7.09 only, Yell Group Plc, a public limited company organized under the laws of England and Wales (“Yell”) with company number 04180320. Capitalized terms used and not otherwise defined herein have the meanings set forth in Article XI.
STOCK SALE AGREEMENT by and among NDC HOLDINGS II, INC., THE STOCKHOLDERS OF NDC HOLDINGS II, INC., THREE CITIES RESEARCH, INC., as Sellers’ Representative and YELLOW BOOK USA, INC. Dated as of December 10, 2002Stock Sale Agreement • July 1st, 2003 • Yell Finance Bv • Miscellaneous publishing • New York
THIS STOCK SALE AGREEMENT (this “Agreement”), dated as of December 10, 2002, by and among NDC Holdings II, Inc., a Delaware corporation (the “Company”), the stockholders of the Company identified on the signature pages to this Agreement (the “Sellers”), Three Cities Research, Inc., a Delaware corporation, as Sellers’ Representative, (as hereinafter defined) and Yellow Book USA, Inc., a Delaware corporation (the “Buyer”). Certain capitalized terms used in this Agreement have the meanings ascribed to them in Section 9.11.
AMENDED AND RESTATED PUBLISHING, BRANDING AND OPERATING AGREEMENTBranding and Operating Agreement • July 1st, 2003 • Yell Finance Bv • Miscellaneous publishing • Delaware
This AMENDED AND RESTATED PUBLISHING, BRANDING AND OPERATING AGREEMENT (this “Agreement”) is made as of the 28th day of April, 2003, by and among MCLEODUSA PUBLISHING COMPANY, an Iowa corporation (“Pubco”); MCLEODUSA INCORPORATED, a Delaware corporation (“McLeod”); MCLEODUSA TELECOMMUNICATIONS SERVICES, INC., a Delaware corporation (the “Telephone Company”); and YELLOW BOOK USA, INC., a Delaware corporation (“Yellow Book”).
