1 EXHIBIT 4.3 SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 12th, 1997 • TWP Capital Corp Ii • 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
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 10.1 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
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
