1 EXHIBIT 10.2 ASSET PURCHASE AGREEMENT dated as of February 13, 1998Asset Purchase Agreement • July 15th, 1998 • Tri State Outdoor Media Group Inc • Kentucky
by and betweenAsset Purchase Agreement • July 15th, 1998 • Tri State Outdoor Media Group Inc • Georgia
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...Pledge Agreement • July 15th, 1998 • Tri State Outdoor Media Group Inc • Illinois
Issuer, andTri State Outdoor Media Group Inc • July 15th, 1998 • New York
Exchange Notes" shall mean 11% Series B Senior Notes due 2008 issued by the Company under the Indenture containing terms identical to the Notes (except that 3 2Registration Rights Agreement • July 15th, 1998 • Tri State Outdoor Media Group Inc • New York
RECITALSAnti-Dilution Agreement • July 15th, 1998 • Tri State Outdoor Media Group Inc • Delaware
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...Tax Sharing Agreement • July 15th, 1998 • Tri State Outdoor Media Group Inc
1 EXHIBIT 25.1 ---------------------------------------------------------------- ---------------- -------------------------------------------------------------- ------------------ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549...Tri State Outdoor Media Group Inc • July 15th, 1998
1 EXHIBIT 25.4 EXCHANGE AGENCY AGREEMENT This Agreement is entered into as of July , 1998 between IBJ Schroder Bank & Trust Company, a banking corporation organized under the laws of the State of New York, as Exchange Agent (the "Agent"), Tri-State...4 Exchange Agency Agreement • July 15th, 1998 • Tri State Outdoor Media Group Inc
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...Stockholders Agreement • July 15th, 1998 • Tri State Outdoor Media Group Inc • Illinois
