RECITALSVoting Agreement • May 7th, 2001 • Transwestern Publishing Co LLC • Miscellaneous publishing • New York
5 IN WITNESS WHEREOF, the parties have duly executed this Agreement as a sealed instrument as of the date first above written.Management Agreement • August 14th, 2001 • Transwestern Publishing Co LLC • Miscellaneous publishing • Massachusetts
1 EXHIBIT 2.5 STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 27th, 1998 • Transwestern Publishing Co LLC • Miscellaneous publishing • Michigan
AMONGAsset Purchase Agreement • January 14th, 1999 • Transwestern Publishing Co LLC • Miscellaneous publishing • Texas
1 Exhibit 10.7 EMPLOYMENT AGREEMENT AGREEMENT made as of June 28, 2001, between TransWestern Publishing Company, LLC, a Delaware limited liability company (the "Company"), TransWestern Communications Company, Inc., a Delaware corporation ("TCC"), and...Employment Agreement • August 14th, 2001 • Transwestern Publishing Co LLC • Miscellaneous publishing • California
1 EXHIBIT C AGREEMENT AND PLAN OF MERGERMerger Agreement • May 7th, 2001 • Transwestern Publishing Co LLC • Miscellaneous publishing • New York
i- 3 REGISTRATION RIGHTS AGREEMENT (the "Agreement") dated as of May 23, 2001, by and among TRANSWESTERN PUBLISHING COMPANY LLC, a Delaware limited liability company (the "Company"), TWP CAPITAL CORP. II, a Delaware corporation ("Capital II" and...Registration Rights Agreement • August 14th, 2001 • Transwestern Publishing Co LLC • Miscellaneous publishing • New York
RECITALSVoting Agreement • May 7th, 2001 • Transwestern Publishing Co LLC • Miscellaneous publishing • New York
made byGuarantee and Collateral Agreement • August 14th, 2001 • Transwestern Publishing Co LLC • Miscellaneous publishing • New York
RECITALSVoting Agreement • May 7th, 2001 • Transwestern Publishing Co LLC • Miscellaneous publishing • New York
1 Exhibit 4.7 AMENDED AND RESTATED INVESTORS AGREEMENT THIS AGREEMENT (the "Agreement") is made as of June 28, 2001, by and among TransWestern Communications Company, Inc., a Delaware corporation (the "Company"), TransWestern Holdings, L.P., a...Investors Agreement • August 14th, 2001 • Transwestern Publishing Co LLC • Miscellaneous publishing • Delaware
1 EXHIBIT 10.14 EMPLOYMENT AGREEMENT AGREEMENT made as of June 28, 2001, between TransWestern Publishing Company, LLC, a Delaware limited liability company (the "Company"), TransWestern Communications Company, Inc., a Delaware corporation ("TCC"), and...Employment Agreement • August 14th, 2001 • Transwestern Publishing Co LLC • Miscellaneous publishing • California
W I T N E S S E T H :Credit Agreement • March 26th, 2001 • Transwestern Publishing Co LLC • Miscellaneous publishing • New York
EXECUTION COPY SIXTH AMENDMENT SIXTH AMENDMENT (this "Amendment") dated as of October 1, 1999 to the Assumption Agreement and Amended and Restated Credit Agreement, dated as of November 6, 1997 (as amended, supplemented or otherwise modified from time...Credit Agreement • November 15th, 1999 • Transwestern Publishing Co LLC • Miscellaneous publishing • New York
SECOND AMENDMENT SECOND AMENDMENT (this "Amendment") dated as of July 15, 1998 to the Assumption Agreement and Amended and Restated Credit Agreement, dated as of November 6, 1997 (the "Credit Agreement"), among TransWestern Publishing Company LLC, a...Credit Agreement • March 26th, 2001 • Transwestern Publishing Co LLC • Miscellaneous publishing • New York
1 Exhibit 10.9 EMPLOYMENT AGREEMENT AGREEMENT made as of June 28, 2001, between TransWestern Publishing Company, LLC, a Delaware limited liability company (the "Company"), TransWestern Communications Company, Inc., a Delaware corporation ("TCC"), and...Employment Agreement • August 14th, 2001 • Transwestern Publishing Co LLC • Miscellaneous publishing • California
EXHIBIT A SCHEDULE 13D JOINT FILING AGREEMENT The undersigned and each other person executing this joint filing agreement (this "Agreement") agree as follows: The undersigned and each other person executing this Agreement are responsible for the...Schedule 13d Joint Filing Agreement • May 7th, 2001 • Transwestern Publishing Co LLC • Miscellaneous publishing
EXECUTION COPY FIFTH AMENDMENT FIFTH AMENDMENT (this "Amendment") dated as of June 29, 1999 to the Assumption Agreement and Amended and Restated Credit Agreement, dated as of November 6, 1997 (as amended, supplemented or otherwise modified from time...Credit Agreement • November 15th, 1999 • Transwestern Publishing Co LLC • Miscellaneous publishing • New York
ARTICLE 7 - ADDITIONAL AGREEMENTS 38 7.1 Post-Closing Assistance 38 7.2 Confidentiality 38 7.3 Non-Competition 39 7.4 Indemnification 40 7.5 Indemnification Procedures 41 (a) Notice of Claim 41 (b) Control of Defense; Conditions 41 (c) Control of...Asset Purchase Agreement • November 8th, 1999 • Transwestern Publishing Co LLC • Miscellaneous publishing • California
