Exhibit 1(a) HERITAGE MEDIA CORPORATION STANDARD PROVISIONS (SUBORDINATED DEBT SECURITIES) UNDERWRITING AGREEMENTUnderwriting Agreement • November 3rd, 1995 • Heritage Media Corp • Services-advertising • New York
W I T N E S S E T H:Rights Agreement • April 7th, 1997 • Heritage Media Corp • Services-advertising
THE BANK OF NEW YORK TrusteeHeritage Media Corp • November 3rd, 1995 • Services-advertising • New York
EXHIBIT 2.3 AGREEMENT THIS AGREEMENT, dated as of October 23, 1995, is made by and between Michael T. McSweeney (the "Stockholder") and Arch Acquisition Corp., a Delaware corporation (the "Purchaser"). WHEREAS, concurrently herewith, the Purchaser,...Agreement • November 21st, 1995 • Heritage Media Corp • Services-advertising • Delaware
EXHIBIT 2.2 AGREEMENT THIS AGREEMENT, dated as of October 23, 1995, is made by and among McCown De Leeuw & Co. II, L.P., McCown De Leeuw Associates, L.P., McCown De Leeuw & Co. Offshore (Europe), L.P., McCown De Leeuw & Co. Offshore (Asia), L.P. (each...Agreement • November 21st, 1995 • Heritage Media Corp • Services-advertising • Delaware
AmongCredit Agreement • April 7th, 1997 • Heritage Media Corp • Services-advertising • Texas
EXHIBIT 99.2 RETENTION AND NONCOMPETITION AGREEMENT THIS RETENTION AND NONCOMPETITION AGREEMENT (this "Agreement"), dated as of October 23, 1995, is by and between DIMAC Corporation, a Delaware corporation (the "Company"), Heritage Media Corporation,...Retention and Noncompetition Agreement • November 21st, 1995 • Heritage Media Corp • Services-advertising • Missouri
RECITALSAgreement and Plan of Merger • April 7th, 1997 • Heritage Media Corp • Services-advertising • Delaware
