FORM OF ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 9th, 1996 • Universal Outdoor Holdings Inc • Services-advertising
Common StockUnderwriting Agreement • October 9th, 1996 • Universal Outdoor Holdings Inc • Services-advertising • Maryland
as of July 26, 1996 Kelso & Company, L.P. 320 Park Avenue, 24th Floor New York, NY 10022 Attn: James Connors II, Esq. Ladies and Gentlemen: Reference is made to the Letter Agreement (the "Letter Agreement") dated as of April 5, 1996 between Universal...Consulting Agreement • October 9th, 1996 • Universal Outdoor Holdings Inc • Services-advertising • New York
Reference is made to the Letter Agreement (the "Letter Agreement") dated as of April 5, 1996 between Universal Outdoors Holdings, Inc., a Delaware corporation ("Universal"), Universal Outdoor, Inc., a wholly owned subsidiary of Universal ("Outdoor"), and Kelso & Company, L.P., a Delaware limited partnership ("Kelso"). The parties hereto hereby agree, in consideration of the mutual agreements herein contained, that effective as of the date hereof, the agreements for Kelso to provide consulting and advisory services pursuant to the first paragraph of the Letter Agreement and for Outdoor to pay to Kelso an annual advisory fee of $150,000 pursuant to the second paragraph of the Letter Agreement are hereby terminated and of no further force and effect. Notwithstanding the foregoing sentence, the remaining provisions of the Letter Agreement, including without limitation, the indemnification provisions contained therein, shall remain in full force and effect.
Exhibit 2.4 AGREEMENT AND PLAN OF RECAPITALIZATION This Agreement and Plan of Recapitalization (the "Agreement") is made and entered into as of July 26, 1996 between Universal Outdoor Holdings, Inc., a Delaware corporation (the "Company"), Kelso...Agreement and Plan of Recapitalization • October 9th, 1996 • Universal Outdoor Holdings Inc • Services-advertising • Delaware
EXHIBIT 10.8 AMENDMENT TO OPTION EXCHANGE AGREEMENT AMENDMENT to OPTION EXCHANGE AGREEMENT, dated July 26, 1996 (the "Amendment") between Universal Outdoor, Inc., an Illinois corporation ("UOI"), Universal Outdoor Holdings, Inc., a Delaware...Option Exchange Agreement • October 9th, 1996 • Universal Outdoor Holdings Inc • Services-advertising
Exhibit 10.10 REGISTRATION RIGHTS AGREEMENT Dated as of July 26, 1996 TABLE OF CONTENTSRegistration Rights Agreement • October 9th, 1996 • Universal Outdoor Holdings Inc • Services-advertising • Delaware
AMONGMerger Agreement • October 9th, 1996 • Universal Outdoor Holdings Inc • Services-advertising • Delaware
Exhibit 21.1 (i) Quantum Structures & Designs, Inc., an Illinois corporation (ii) Naegele Outdoor Advertising Company, a Delaware corporation (iii) Outdoor Advertising Holdings, Inc., a Delaware corporation (iv) Tanner Acquisition Corporation, a...Exhibit • October 9th, 1996 • Universal Outdoor Holdings Inc • Services-advertising
FORM OF AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT amongRevolving Credit Agreement • October 9th, 1996 • Universal Outdoor Holdings Inc • Services-advertising • New York
Exhibit 10.11 JOINT MANAGEMENT AGREEMENT This Joint Management Agreement (this "Agreement") is made as of this 12th day of September, 1996 by and between Tanner.Peck, L.L.C. ("Tanner"), a Tennessee limited liability company and Universal Outdoor...Joint Management Agreement • October 9th, 1996 • Universal Outdoor Holdings Inc • Services-advertising • Delaware
BY AND AMONG TANNER.PECK LLCOption and Asset Purchase Agreement • October 9th, 1996 • Universal Outdoor Holdings Inc • Services-advertising • Delaware
WITNESSETH:Voting Trust Agreement • October 9th, 1996 • Universal Outdoor Holdings Inc • Services-advertising
