<PAGE>   1
                                                                     EXHIBIT 3.1


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                           TRANSWESTERN HOLDINGS, L.P.


                           FOURTH AMENDED AND RESTATED

                        AGREEMENT OF LIMITED PARTNERSHIP



                            Dated as of June 28, 2001








THE PARTNERSHIP INTERESTS REPRESENTED BY THIS AGREEMENT OF LIMITED PARTNERSHIP
HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 OR UNDER
ANY OTHER APPLICABLE SECURITIES LAWS. SUCH INTERESTS MAY NOT BE SOLD, ASSIGNED,
PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION
UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER
SUBSTANTIAL RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN.



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                                      -i-
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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                  Page
<S>                                                                               <C>
ARTICLE I....................................................................       1

  DEFINITIONS................................................................       1

ARTICLE II...................................................................       8

  ORGANIZATIONAL MATTERS.....................................................       8
  2.1 ORGANIZATION OF PARTNERSHIP............................................       8
  2.2 NAME...................................................................       8
  2.3 PURPOSE................................................................       8
  2.4 PRINCIPAL OFFICE; REGISTERED OFFICE....................................       8
  2.5 TERM...................................................................       9

ARTICLE III..................................................................       9

  CAPITAL CONTRIBUTIONS......................................................       9
  3.1 GENERAL PARTNER........................................................       9
  3.2 LIMITED PARTNERS.......................................................       9
  3.3 CAPITAL ACCOUNTS.......................................................       9
  3.4 INTEREST...............................................................       10
  3.5 NO WITHDRAWAL..........................................................       10
  3.6 LOANS FROM PARTNERS....................................................       10
  3.7 ISSUANCES OF UNITS.....................................................       11

ARTICLE IV...................................................................       11

  DISTRIBUTIONS AND ALLOCATIONS..............................................       11
  4.1 DISTRIBUTIONS..........................................................       11
  4.2 ALLOCATIONS............................................................       13
  4.3 SPECIAL ALLOCATIONS....................................................       13
  4.4 TAX ALLOCATIONS........................................................       14
  4.5 CURATIVE ALLOCATIONS...................................................       15
  4.6 INDEMNIFICATION AND REIMBURSEMENT FOR PAYMENTS ON BEHALF OF A PARTNER..       15

ARTICLE V....................................................................       16

  MANAGEMENT.................................................................       16
  5.1 AUTHORITY OF GENERAL PARTNER...........................................       16
  5.2 ACTIONS REQUIRING APPROVAL OF LIMITED PARTNERS.........................       17
  5.3 PARTNERSHIP QUALIFICATIONS AND FILINGS.................................       17
  5.4 RELIANCE BY THIRD PARTIES..............................................       18
  5.5 COMPENSATION AND REIMBURSEMENT OF GENERAL PARTNER......................       18
  5.6 OUTSIDE ACTIVITIES.....................................................       19
  5.7 DEALINGS WITH THE GENERAL PARTNER......................................       19
  5.8 RESOLUTION OF CONFLICTS OF INTEREST....................................       19
  5.9 PURCHASE OF UNITS......................................................       20
  5.10  INDEMNIFICATION......................................................       20
  5.11  LIMITATION OF LIABILITY..............................................       20

ARTICLE VI...................................................................       21

  RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS.................................       21
  6.1 LIMITATION OF LIABILITY................................................       21
  6.2 MANAGEMENT OF BUSINESS.................................................       21
  6.3 NO RIGHT OF PARTITION..................................................       21
  6.4 OUTSIDE ACTIVITIES.....................................................       21
  6.5 REPRESENTATIONS AND WARRANTIES OF PARTNERS.............................       21

ARTICLE VII..................................................................       22
</TABLE>


                                      -ii-
<PAGE>   3
<TABLE>
<S>                                                                               <C>
  BOOKS, RECORDS, ACCOUNTING AND REPORTS.....................................       22
  7.1 RECORDS AND ACCOUNTING.................................................       22
  7.2 FISCAL YEAR............................................................       22
  7.3 REPORTS................................................................       22
  7.4 TRANSMISSION OF COMMUNICATIONS.........................................       23

ARTICLE VIII.................................................................       23

  TAX MATTERS................................................................       23
  8.1 PREPARATION OF TAX RETURNS.............................................       23
  8.2 TAX ELECTIONS..........................................................       23
  8.3 TAX CONTROVERSIES......................................................       23

ARTICLE IX...................................................................       23

  VOTING; AMENDMENTS.........................................................       23
  9.1 VOTING RIGHTS..........................................................       23
  9.2 AMENDMENTS.............................................................       24

ARTICLE X....................................................................       25

  TRANSFER OF PARTNERSHIP INTERESTS..........................................       25
  10.1  TRANSFER IN GENERAL..................................................       25

ARTICLE XI...................................................................       25

  ADMISSION OF PARTNERS......................................................       25
  11.1  SUBSTITUTED LIMITED PARTNERS.........................................       25
  11.2  ADDITIONAL LIMITED PARTNERS..........................................       25
  11.3  ADMISSION OF A SUCCESSOR GENERAL PARTNER.............................       25
  11.4  REPRESENTATIONS OF NEW PARTNERS......................................       25

ARTICLE XII..................................................................       25

  WITHDRAWAL OR REMOVAL OF PARTNERS..........................................       25
  12.1  WITHDRAWAL OF GENERAL PARTNER........................................       26
  12.2  ELECTION OF SUCCESSOR GENERAL PARTNER................................       26
  12.3  PURCHASE OF GENERAL PARTNERSHIP INTEREST.............................       26
  12.4  FORMER GENERAL PARTNER'S LIABILITIES.................................       27
  12.5  WITHDRAWAL OF LIMITED PARTNERS.......................................       27

ARTICLE XIII.................................................................       27

  DISSOLUTION AND LIQUIDATION................................................       27
  13.1  DISSOLUTION..........................................................       27
  13.2  CONTINUATION AFTER DISSOLUTION.......................................       27
  13.3  LIQUIDATION..........................................................       28
  13.4  DISTRIBUTION IN KIND.................................................       29
  13.5  CANCELLATION OF CERTIFICATE OF LIMITED PARTNERSHIP...................       29
  13.6  REASONABLE TIME FOR WINDING UP.......................................       29
  13.7  RETURN OF CAPITAL....................................................       30

ARTICLE XIV..................................................................       31

  VALUATION..................................................................       31
  14.1  VALUATION IN GENERAL.................................................       31
  14.2  APPRAISALS FOR PURCHASE OF GENERAL PARTNER'S GENERAL PARTNERSHIP
        INTEREST.............................................................       31

ARTICLE XV...................................................................       32

  GENERAL PROVISIONS.........................................................       32
  15.1  POWER OF ATTORNEY....................................................       32
  15.2  TITLE TO PARTNERSHIP ASSETS..........................................       33
  15.3  RESTRICTIONS.........................................................       33
  15.4  CONVERSION TO CORPORATE FORM.........................................       33
  15.5  ADDRESSES AND NOTICES................................................       33

</TABLE>


                                     -iii-
<PAGE>   4
<TABLE>
<S>                                                                               <C>
  15.6  BINDING EFFECT.......................................................       34
  15.7  CREDITORS............................................................       34
  15.8  WAIVER...............................................................       34
  15.9  COUNTERPARTS.........................................................       34
  15.10 APPLICABLE LAW.......................................................       34
  15.11 INVALIDITY OF PROVISIONS.............................................       34
  15.12 NUMBER AND GENDER....................................................       34
  15.13 FURTHER ACTION.......................................................       34
  15.14 INTEGRATION..........................................................       34
  15.15 INCLUDING............................................................       35
  15.16 ARBITRATION..........................................................       35
</TABLE>


                                      -iv-
<PAGE>   5


                           TRANSWESTERN HOLDINGS, L.P.
                           FOURTH AMENDED AND RESTATED
                        AGREEMENT OF LIMITED PARTNERSHIP


            This FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP,
dated as of June 28, 2001 is entered into by and between TransWestern
Communications Company, Inc., as General Partner, the Limited Partners listed on
Schedule I hereto and any and all Persons who hereafter become Limited Partners.


            The parties hereto agree as follows:




                                   ARTICLE I


                                   DEFINITIONS


            The following definitions shall be applied to the terms used in this
Agreement for all purposes, unless otherwise clearly indicated to the contrary.


            "ADDITIONAL LIMITED PARTNER" means a Person admitted to the
Partnership as a Limited Partner pursuant to Section 11.2.


            "ADJUSTED CAPITAL ACCOUNT DEFICIT" means with respect to any Capital
Account as of the end of any Taxable Year, the amount by which the balance in
such Capital Account is less than zero. For this purpose, such Person's Capital
Account balance shall be

      (i)   reduced for any items described in Treasury Regulation Section
            1.704-1(b)(2)(ii)(d)(4), (5), and (6), and

      (ii)  increased for any amount such Person is treated as being obligated
            to contribute to the Partnership pursuant to Treasury Regulation
            Section 1.704-1(b)(2)(ii)(c) (relating to partner liabilities to a
            partnership) or 1.704-2(g)(1) and 1.704-2(i) (relating to minimum
            gain).


            "AFFILIATE" means any Person that directly or indirectly controls,
is controlled by, or is under common control with the Person in question.
"CONTROL" means the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of a Person, whether
through ownership of voting securities, by contract or otherwise. The
Partnership shall not be deemed an Affiliate of the General Partner for any
purpose hereunder.


            "AGREEMENT" means this Fourth Amended and Restated Agreement of
Limited Partnership, as it may be further amended, supplemented or restated from
time to time.


                                       1
<PAGE>   6
            "BOOK VALUE" means, with respect to any Partnership property, the
Partnership's adjusted basis for federal income tax purposes, adjusted from time
to time to reflect the adjustments required or permitted by Treasury Regulation
Section 1.704-1(b)(2)(iv)(d)-(g); provided that the Book Value of each asset of
the Company shall be adjusted as of the date hereof pursuant to Treasury
Regulation Section 1.704-1(b)(2)(iv)(f) in a manner determined by the General
Partner such that the aggregate Book Value of the Company's assets (net of the
Company's liabilities) as of such date is equal to the aggregate Capital Account
balances of the Partners as of the date hereof which shall equal the number of
Class A Common Units, Preferred Units and Class B Common Units outstanding as of
the date hereof as reflected in the books and records of the Partnership
multiplied by $180.7738, $78.2014 and $1.00 respectively.


            "CAPITAL ACCOUNT" means the capital account maintained for a Partner
pursuant to Section 3.3.


            "CAPITAL CONTRIBUTION" means any cash, cash equivalents or Fair
Market Value of other property which a Partner contributes or is deemed to have
contributed to the Partnership pursuant to Section 3.1 or 3.2.


            "CERTIFICATE OF LIMITED PARTNERSHIP" means the Partnership's
Certificate of Limited Partnership as filed with the Secretary of State of
Delaware, as it may be amended, supplemented or restated from time to time.


            "CLASS A COMMON UNIT" means a Common Unit representing a fractional
part of the Partnership Interests of certain Partners and having the rights and
obligations specified with respect to Class A Common Units in this Agreement.


            "CLASS B COMMON UNIT" means a Common Unit representing a fractional
part of the Partnership Interests of certain Partners and having the rights and
obligations specified with respect to Class B Common Units in this Agreement.


            "CLASS A PERCENTAGE INTEREST" means, with respect to any Partner
holding Class A Common Units, a percentage equal to a fraction, the numerator of
which is the number of Class A Common Units owned by such Partner and the
denominator of which is the aggregate number of Class A Common Units owned by
all Partners.


            "CLASS B PERCENTAGE INTEREST" means, with respect to any Partner
holding Class B Common Units, a percentage equal to a fraction, the numerator of
which is the number of Class B Common Units owned by such Partner and the
denominator of which is the aggregate number of Class B Common Units owned by
all Partners.


            "CODE" means the United States Internal Revenue Code of 1986, as
amended.


            "COMMON PERCENTAGE INTEREST" means the Class A Percentage Interest
or the Class B Percentage Interest, as the context may require.


                                       2
<PAGE>   7
            "COMMON UNIT" means a Unit representing a fractional part of the
Partnership Interests of the Partners and having the applicable rights and
obligations specified with respect to Class A Common Units and Class B Common
Units in this Agreement.


            "DELAWARE ACT" means the Delaware Revised Uniform Limited
Partnership Act, 6 Del. Code Ann. tit. 6, Sections 17-101, et seq., as it
may be amended from time to time, and any successor to the Delaware Act.


            "DISTRIBUTION" means each distribution made by the Partnership to a
Unitholder, whether in cash, property or securities of the Partnership and
whether by liquidating distribution, redemption, repurchase or otherwise;
provided that none of the following shall be a Distribution: (a) any redemption
or repurchase by the Partnership of any securities held by an employee of the
Partnership or General Partner pursuant to a Unit Purchase Agreement or pursuant
to the Investors Agreement, (b) any recapitalization or exchange of securities
of the Partnership, and (c) any subdivision (by Unit split or otherwise) or any
combination (by reverse Unit split or otherwise) of any outstanding Units.


            "EXECUTIVE AGREEMENTS" has the meaning given to such term in the
Investors Agreement.


            "EVENT OF WITHDRAWAL" means, with respect to any Person, the
occurrence of any event described in subsections (4) through (10) of Section
17-402 of the Delaware Act.


            "FAIR MARKET VALUE" means, with respect to any asset, its fair
market value determined according to Article XIV.


            "FISCAL PERIOD" means any interim accounting period within a Taxable
Year established by the General Partner and which is permitted or required by
Code Section 706.


            "FISCAL YEAR" means the Partnership's annual accounting period
established pursuant to Section 7.2.


            "GENERAL PARTNER" means TransWestern Communications Company, Inc.
or any Successor General Partner, in its capacity as general partner of the
Partnership.


            "GENERAL PARTNERSHIP INTEREST" means, with respect to a General
Partner, the Units set forth on Schedule I with respect to such General Partner.


            "IRR" means the annual interest rate (compounded annually) which,
when used to calculate the net present value as of July 1, 2001 of all Cash
Inflows and all Cash Outflows (each as defined below), causes such net amount to
equal zero. The IRR shall be determined by the General Partner unless any member
of the General Partner's board of directors objects to such determination being
made by the General Partner, in which case the IRR shall be determined by an


                                       3
<PAGE>   8
independent accounting firm of national reputation, which accounting firm shall
be selected by the General Partner in good faith. Except as provided below,
"CASH INFLOWS" as used herein shall include all cash payments received by THL
with respect to or in exchange for Preferred Units and/or Common Units of the
Partnership and shares of capital stock of the General Partner purchased by THL
(whether such payments are received from the Partnership, the General Partner or
any third party); provided that in calculating Cash Inflows fees paid under the
Management Agreement (as in effect as of the date hereof) shall not be taken
into account. In calculating Cash Inflows (i) for purposes of determining
whether the Target One IRR has been satisfied, tax Distributions made to
Partners pursuant to Section 4.1(b) shall not be taken into account until such
time as a Distribution other than such tax Distribution (a "Non-Tax
Distribution") has been made with respect to the Units which, together with any
prior tax Distributions, results in the Target One IRR being paid; (ii) after
the Target One IRR has been paid, for purposes of determining whether the Target
Two IRR has been satisfied, tax Distributions made after payment of the Target
One IRR to Partners pursuant to Section 4.1(b) ("Target Two Tax Distributions")
shall not be taken into account until such time as a Non-Tax Distribution has
been made with respect to the Units which, together with any prior Target Two
Tax Distribution, results in the Target Two IRR being paid and (iii) after the
Target Two IRR has been paid, for purposes of determining whether the Target
Three IRR has been satisfied, tax Distributions made after payment of the Target
Two IRR to Partners pursuant to Section 4.1(b) ("Target Three Tax
Distributions") shall not be taken into account until such time as a Non-Tax
Distribution has been made with respect to the Units which, together with any
prior Target Three Tax Distributions, results in the Target Three IRR being
paid; it being understood that all tax Distributions made prior to or
simultaneous with the payment of the Target One IRR shall be deemed to have been
made and taken into account on the date the Target One IRR is paid; all Target
Two Tax Distributions shall be deemed to have been made and taken into account
on the date the Target Two IRR is paid, and all Target Three Tax Distributions
shall be deemed to have been made and taken into account on the date the Target
Three IRR is paid. "CASH OUTFLOWS" as used herein shall include the sum of all
cash payments and investments made by THL to and in the Partnership and the
General Partner to acquire Preferred Units and/or Common Units of the
Partnership and shares of capital stock of the General Partner (whether such
payments are made to the Partnership, the General Partner or any third party),
minus $[1,000,040](such amount representing the cash investment made by THL as
of the date hereof in order to fund the closing fee paid on the date hereof
under the Management Agreement to Providence (as defined therein)). For purposes
of the net present value calculation, each Cash Inflow and each Cash Outflow
specified above will be deemed to have been received or made on the first day of
the month nearest to the actual date of such payment.


            For example, assume that a Cash Outflow of $1,000 occurs on June 28,
            2001 and a Cash Inflow of $2,441.41 occurs on July 14, 2005. In such
            event, at a 25% annual interest rate (compounded annually), the net
            present value on July 1, 2001 of the Cash Outflow (deemed to be made
            on July 1, 2001) is $1,000 and the net present value on July 1, 2001
            of the Cash Inflow (deemed to be received on July 1, 2005) is
            $1,000, and the IRR is 25%.


                                       4
<PAGE>   9
            "INVESTORS AGREEMENT" means that certain Amended and Restated
Investors Agreement, dated as of the date hereof, by and among the Partnership,
the General Partner and each of the investors listed on Schedule I attached
thereto.


            "INDEMNIFIED PERSON" shall have the meaning set forth in Section
5.10(a).


            "LIMITED PARTNER" means each of the limited partners named on
Schedule I attached hereto and any Person admitted to the Partnership as a
Substituted Limited Partner or Additional Limited Partner; but only so long as
such Person is shown on the Partnership's books and records as the owner of one
or more Units.


            "LIQUIDATOR" has the meaning specified in Section 13.3.


            "LOSSES" means items of Partnership loss and deduction determined
according to Section 3.3.


            "MANAGEMENT AGREEMENT" means the management agreement dated as of
June 28, 2001 between certain Partners and the Company.


            "MANAGEMENT PARTNERS" means, collectively, the Reinvesting Managers
(as defined in the Recapitalization Agreement) and each other employee of the
Partnership or its Subsidiaries to whom the Partnership issues Units from time
to time, so long as such Person (or its Affiliates) continues to own Units.


             "MAJORITY INTEREST" means more than 50% of the Class A Common Units
which are owned by Partners on the day for any determination requiring approval
of a Majority Interest.


            "MINIMUM GAIN" means the partnership minimum gain determined
pursuant to Treasury Regulation Section 1.704-2(d).


            "NON-TAX DISTRIBUTION" has the meaning given to such term in the
definition of "IRR" set forth herein.


            "PARTNER" means a General Partner or a Limited Partner.


            "PARTNERSHIP" means the limited partnership organized pursuant to
the Certificate of Limited Partnership.


            "PARTNERSHIP INTEREST" means the interest of a Partner in Profits,
Losses and Distributions.


            "PERSON" means an individual or a corporation, partnership, trust,
unincorporated organization, association or other entity.


                                       5
<PAGE>   10
            "PREFERRED UNIT" means a Unit representing a fractional part of the
Partnership Interests of all Partners and having the preference rights and other
rights and obligations specified with respect to Preferred Units in this
Agreement.


            "PROFITS" means items of Partnership income and gain determined
according to Section 3.3.


            "QUALIFIED PUBLIC OFFERING" has the meaning given to such term in
the Investors Agreement.


            "RECAPITALIZATION AGREEMENT" means the Recapitalization Agreement,
dated as of June 28, 2001, among the Partnership, the General Partner and each
of the securityholders identified on the signature pages thereto.


            "SALE OF THE PARTNERSHIP" has the meaning given to such term in the
Investors Agreement.


            "SECURITIES ACT" means the United States Securities Act of 1933, as
amended, and applicable rules and regulations thereunder, and any successor to
such statute, rules or regulations. Any reference herein to a specific section,
rule or regulation of the Securities Act shall be deemed to include any
corresponding provisions of future law.


            "SUBSTITUTED LIMITED PARTNER" means a Person that is admitted as a
limited partner to the Partnership pursuant to Section 11.1.


            "SUCCESSOR GENERAL PARTNER" means any Person admitted as a general
partner of the Partnership pursuant to Section 11.3.


            "TARGET ONE IRR" means an IRR greater than or equal to 12%.


            "TARGET TWO IRR" means, with respect to any date covered by any "IRR
PERIOD" described below, an IRR which is greater than or equal to the IRR set
forth below opposite such IRR Period:


<TABLE>
<CAPTION>
             IRR Period                                      IRR
             ----------                                      ---
<S>                                                          <C>
             06/28/01 through 06/27/02                       25%
             06/28/02 through 06/27/03                       24%
             06/28/03 through 06/27/04                       23%
             06/28/04 through 06/27/05                       22%
             06/28/05 through 06/27/06                       21%
             Periods after 06/27/06                          20%
</TABLE>


                                       6
<PAGE>   11
            "TARGET THREE IRR" means, with respect to any date covered by any
IRR Period described below, an IRR which is greater than or equal to the IRR set
forth below opposite such IRR Period:



<TABLE>
<CAPTION>
             IRR Period                                      IRR
             ----------                                      ---
<S>                                                          <C>
             06/28/01 through 06/27/02                       30%
             06/28/02 through 06/27/03                       29%
             06/28/03 through 06/27/04                       28%
             06/28/04 through 06/27/05                       27%
             06/28/05 through 06/27/06                       26%
             Periods after 06/27/06                          25%
</TABLE>


            "TAXABLE YEAR" means the Partnership's accounting period for federal
income tax purposes determined pursuant to Section 8.2.


            "THL" means, collectively, Thomas H. Lee Equity Fund V, L.P.,
Parallel Blocker I Corp. and Cayman Blocker I Corp. and their assignees.


            "TREASURY REGULATIONS" means the income tax regulations promulgated
under the Code and effective as of the date hereof. Such term shall be deemed to
include any future amendments to such regulations and any corresponding
provisions of succeeding regulations to the extent the General Partner
determines that any such amendments and succeeding regulations do not adversely
affect the economic interests of the Partners hereunder.


            "UNIT" means a Partnership Interest of a Partner in the Partnership
representing a fractional part of the Partnership Interests of all Partners and
shall include Common Units and Preferred Units; provided that

            (a)   each Common Unit of a class at any time outstanding shall
                  represent the same fractional part of the Partnership
                  Interests of all Partners which own Common Units of such class
                  as each other Common Unit of such class, and

            (b)   each Preferred Unit at any time outstanding shall represent
                  the same fractional part of the Partnership Interests of all
                  Partners owning Units as each other Preferred Unit;

and provided further that any class of Units issued shall have designations,
preferences or special rights set forth in this Agreement and the Partnership
Interest represented by such class of Units shall be determined in accordance
with such designations, preferences or special rights.

            "UNIT PURCHASE AGREEMENTS" means the Recapitalization Agreement,
each of the Executive Agreements and any other agreement pursuant to which the
Partnership issues Units, in each case as such agreement may be further amended,
supplemented or restated from time to time.


                                       7
<PAGE>   12
            "UNITHOLDER" means any Partner in its capacity as owner of one or
more Units as reflected on the Partnership's books and records.


            "UNPAID YIELD" of any Preferred Unit means, as of any date, an
amount equal to the excess, if any, of (a) the aggregate Yield accrued on such
Preferred Unit for all periods prior to such date, over (b) the aggregate amount
of prior Distributions made by the Partnership that constitute payment of Yield
on such Preferred Unit.


            "UNRETURNED CAPITAL" means, with respect to a Preferred Unit, the
Capital Contribution made in exchange for such Preferred Unit reduced by all
Distributions made by the Partnership that constitute a return of the Capital
Contribution therefor.


            "YIELD" means, with respect to each Preferred Unit, the amount
accruing on such Preferred Unit on a daily basis, at the rate of 12% per annum
on (a) the Unreturned Capital plus (b) Unpaid Yield thereon for all prior annual
periods. In calculating the amount of any Distribution to be made during a
period, the portion of a Preferred Unit's Yield for such portion of such period
elapsing before such Distribution is made shall be taken into account.


                                   ARTICLE II


                             ORGANIZATIONAL MATTERS

            2.1 ORGANIZATION OF PARTNERSHIP. The Partners hereby agree to
continue the Partnership as a limited partnership pursuant to the provisions of
the Delaware Act. Except as expressly provided herein to the contrary, the
rights and obligations of the Partners and the administration and termination of
the Partnership shall be governed by the Delaware Act.

            2.2 NAME. The name of the Partnership shall be TransWestern
Holdings, L.P. The General Partner in its sole discretion may change the name of
the Partnership at any time and from time to time. Notification of any such
change shall be given to all Unitholders. The Partnership's business may be
conducted under its name and/or any other name or names deemed advisable by the
General Partner.

            2.3 PURPOSE. The purpose and business of the Partnership shall be
any business which may lawfully be conducted by a limited partnership organized
pursuant to the Delaware Act, including, without limitation: the operation of
companies that publish yellow page directories and related properties; the
carrying on of any business relating thereto or arising therefrom in the United
States; the entering into of any partnership, joint venture or other similar
arrangement to engage in any of the foregoing or the ownership of any interest
in any entity engaged in any of the foregoing; and exercising such powers as are
necessary in connection with the foregoing or are incidental or ancillary
thereto.

            2.4 PRINCIPAL OFFICE; REGISTERED OFFICE. The principal office of the
Partnership shall be at 8344 Clairemont Mesa Boulevard in San Diego, California
or such other place as the General Partner may from time to time designate. The
Partnership may maintain offices at such other place or places as the General
Partner deems advisable. Notification of any such change shall


                                       8
<PAGE>   13
be given to all Unitholders. The address of the registered office of the
Partnership in the State of Delaware shall be c/o CT Corporation System, 1209
Orange Street, Wilmington, Delaware 19801, and the registered agent for service
of process on the Partnership in the State of Delaware at such registered office
shall be CT Corporation System.

            2.5 TERM. The term of the Partnership shall commence upon the filing
of the Certificate of Limited Partnership in accordance with the Delaware Act
and shall continue in existence until 11:59 p.m. Delaware time, on December 31,
2043 or until the earlier termination of the Partnership in accordance with the
provisions of Article XIII.



                                  ARTICLE III


                              CAPITAL CONTRIBUTIONS

            3.1 GENERAL PARTNER. Pursuant to the second sentence of Section
3.3(a), the Capital Account of the General Partner shall be restated as of the
date hereof to equal the amount of the number of Class A Common Units held by
the General Partner as set forth on Schedule I multiplied by $180.7738 plus the
amount of Preferred Units held by the General Partner as set forth on Schedule I
multiplied by $78.2014. The General Partner shall hereafter be required to make
additional Capital Contributions to the Partnership (i) as may be necessary to
pay liabilities of the Partnership for which provision cannot otherwise be made
and (ii) as otherwise required in order that the Capital Account of the General
Partner shall at all times be not less than 1% of the total Capital Account of
all Partners.

            3.2 LIMITED PARTNERS. Pursuant to the second sentence of Section
3.3(a), the Capital Account of each Limited Partner who owned Units immediately
before the date hereof (or who purchased Units on the date hereof) and who
continues to hold Units at the end of the date hereof shall be restated as of
the date hereof to equal the amount of the number of Class A Common Units held
by such Limited Partner as set forth on Schedule I multiplied by $180.7738 plus
the amount of Preferred Units held by such Limited Partner as set forth on
Schedule I multiplied by $78.2014 plus the number of Class B Common Units held
by such Limited Partner as set forth in the books and records of the Partnership
multiplied by $1.00.

            3.3 CAPITAL ACCOUNTS.

            (a) The Partnership shall maintain a separate Capital Account for
each Partner according to the rules of Treasury Regulation Section
1.704-1(b)(2)(iv). For this purpose, the Partnership may, upon the occurrence of
the events specified in Treasury Regulation Section 1.704-1(b)(2)(iv)(f),
increase or decrease the Capital Accounts in accordance with the rules of such
regulation and Treasury Regulation Section 1.704-1(b)(2)(iv)(g) to reflect a
revaluation of Partnership property.

            (b) For purposes of computing the amount of any item of Partnership
income, gain, loss or deduction to be allocated pursuant to Article IV and to be
reflected in the Capital Accounts, the determination, recognition and
classification of any such item shall be the same as its


                                       9
<PAGE>   14
determination, recognition and classification for federal income tax purposes
(including any method of depreciation, cost recovery or amortization used for
this purpose), provided that:

            (i)   The computation of all items of income, gain, loss and
                  deduction shall include those items described in Code Section
                  705(a)(2)(B) or Treasury Regulation Section
                  1.704-1(b)(2)(iv)(i), without regard to the fact that such
                  items are not includable in gross income or are not deductible
                  for federal income tax purposes.

            (ii)  If the Book Value of any Partnership property is adjusted
                  pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(e)
                  or (f), the amount of such adjustment shall be taken into
                  account as gain or loss from the disposition of such property.

            (iii) Items of income, gain, loss or deduction attributable to the
                  disposition of Partnership property having a Book Value that
                  differs from its adjusted basis for tax purposes shall be
                  computed by reference to the Book Value of such property.

            (iv)  Items of depreciation, amortization and other cost recovery
                  deductions with respect to Partnership property having a Book
                  Value that differs from its adjusted basis for tax purposes
                  shall be computed by reference to the property's Book Value in
                  accordance with Treasury Regulation Section
                  1.704-1(b)(2)(iv)(g).

            (v)   To the extent an adjustment to the adjusted tax basis of any
                  Partnership asset pursuant to Code Sections 732(d), 734(b) or
                  743(b) is required, pursuant to Treasury Regulation Section
                  1.704-1(b)(2)(iv)(m), to be taken into account in determining
                  Capital Accounts, the amount of such adjustment to the Capital
                  Accounts shall be treated as an item of gain (if the
                  adjustment increases the basis of the asset) or loss (if the
                  adjustment decreases such basis).

            3.4 INTEREST. No interest shall be paid by the Partnership on
Capital Contributions or on balances in Capital Accounts.

            3.5 NO WITHDRAWAL. No Person shall be entitled to withdraw any part
of his Capital Contribution or Capital Account or to receive any Distribution
from the Partnership, except as expressly provided herein.

            3.6 LOANS FROM PARTNERS. Loans by Partners to the Partnership shall
not be considered Capital Contributions. If any Partner shall advance funds to
the Partnership in excess of the amounts required hereunder to be contributed by
him to the capital of the Partnership, the making of such advances shall not
result in any increase in the amount of the Capital Account of such Partner. The
amount of any such advances shall be a debt of the Partnership to such Partner
and shall be payable or collectible in accordance with the terms and conditions
upon which such advances are made; provided that the terms of any such loan
shall not be less favorable to the


                                       10
<PAGE>   15
Partnership than would be available to the Partnership (without reference to the
General Partner's financial condition or guaranties) from unrelated lenders.

            3.7 ISSUANCES OF UNITS. Except as provided herein, the General
Partner shall have sole and complete discretion in determining whether to issue
Units, the number of Units to be issued at any particular time, the Capital
Contribution for any Units issued, and all other terms and conditions governing
the issuance of Units.




                                   ARTICLE IV

                          DISTRIBUTIONS AND ALLOCATIONS

            4.1 DISTRIBUTIONS.

            (a) Except as otherwise set forth in this Section 4.1, the General
Partner may in its sole discretion make Distributions at any time or from time
to time and Non-Tax Distributions shall be made in the following order and
priority:

            (i)   First, to the holders of Preferred Units, an amount equal to
                  the aggregate Unpaid Yield (in the proportion that each
                  Partner's share of Unpaid Yield bears to the aggregate Unpaid
                  Yield) until each such Partner has received Distributions in
                  respect of such Partner's Preferred Units under this Section
                  4.1(a)(i) in an amount equal to the aggregate Unpaid Yield on
                  such Partner's outstanding Preferred Units as of the time of
                  such Distribution, and no Distribution or any portion thereof
                  may be made pursuant to paragraphs 4.1(a)(ii) through (iv)
                  below until the entire amount of the Unpaid Yield on the
                  outstanding Preferred Units as of the time of such
                  Distribution has been paid in full;

            (ii)  Second, to the holders of Preferred Units, an amount equal to
                  the aggregate Unreturned Capital (in the proportion that each
                  Partner's share of Unreturned Capital bears to the aggregate
                  amount of Unreturned Capital) until each such Partner has
                  received Distributions in respect of such Partner's Preferred
                  Units under this Section 4.1(a)(ii) in an amount equal to the
                  aggregate Unreturned Capital on such Partner's Preferred Units
                  as of the time of such Distribution, and no Distribution or
                  any portion thereof may be made pursuant to paragraphs
                  4.1(a)(iii) through (iv) below until the entire amount of
                  Unreturned Capital on the outstanding Preferred Units as of
                  the time of such Distribution has been paid in full;

            (iii) Third, to the holders of Class A Common Units and/or Class B
                  Common Units an amount (reduced by any prior distributions
                  under this Section 4.1(a)(iii)) equal to in the case of any
                  holder of Common Units issued as of or prior to June 28, 2001,
                  the Capital Account with respect to such Common Units as of
                  June 28, 2001 as determined in accordance with Sections 3.1
                  and 3.2 ("INITIAL CAPITAL ACCOUNT"), in the proportion that
                  the Initial Capital


                                       11
<PAGE>   16
                  Account for the Unit or Units held by such Unitholder bears to
                  the aggregate Initial Capital Accounts for all such Units and
                  no Distribution or portion thereof shall be made pursuant to
                  paragraph 4.1(a)(iv) below until the entire unpaid amount in
                  respect of the Initial Capital Account of all Common Units has
                  been paid in full; and

            (iv)  Fourth, after making Distributions required under paragraphs
                  (i) through (iv) above, (A) until the Target One IRR has been
                  paid, 100% of any further Distribution shall be made to the
                  holders of Class A Common Units, according to their respective
                  Class A Percentage Interests, (B) after the Target One IRR has
                  been paid, until the Target Two IRR has been paid, any further
                  Distribution shall be made 90% to the holders of Class A
                  Common Units, according to their respective Class A Percentage
                  Interests, and 10% to the holders of Class B Common Units,
                  according to their respective Class B Percentage Interests,
                  (C) after the Target Two IRR has been paid, until the Target
                  Three IRR has been paid, any further Distribution shall be
                  made 85% to the holders of Class A Common Units, according to
                  their respective Class A Percentage Interests, and 15% to the
                  holders of Class B Common Units, according to their respective
                  Class B Percentage Interests, or (D) after the Target Three
                  IRR has been paid, any further Distribution shall be made 80%
                  to all holders of Class A Common Units, according to their
                  respective Class A Percentage Interests, and 20% to all
                  holders of Class B Common Units, according to their respective
                  Class B Percentage Interests.

            (b) To the extent cash is available and the Partnership is not
prohibited from doing so under its agreements with its creditors, the
Partnership shall distribute to each Unitholder within forty-five (45) days
after the close of each fiscal quarter an amount equal to a percentage which the
General Partner may determine in good faith from time to time to represent the
sum of the maximum marginal federal, state and local income tax rates applicable
to any Unitholder or its partners, if applicable, of

            (i)   the Profits (determined without regard to any gains or losses
                  included in such definition by reason of Section 3.3(b)(ii) as
                  a result of transactions occurring on the date hereof) for
                  such quarter allocated to such Unitholder pursuant to Section
                  4.2, reduced by

            (ii)  the sum of (x) the Losses (determined without regard to any
                  gains or losses included in such definition by reason of
                  Section 3.3(b)(ii) as a result of transactions occurring on
                  the date hereof) for such quarter allocated to such Unitholder
                  pursuant to Section 4.2 and (y) the excess of the aggregate
                  Losses (determined without regard to any gains or losses
                  included in such definition by reason of Section 3.3(b)(ii) as
                  a result of transactions occurring on the date hereof) over
                  the aggregate Profits (determined without regard to any gains
                  or losses included in such definition by reason of Section
                  3.3(b)(ii) as a result of transactions occurring on the date
                  hereof) for all prior fiscal quarters allocated to such
                  Partner pursuant to Section 4.2;


                                       12
<PAGE>   17
provided that, in any event, each Management Partner shall, to the extent cash
is available and the Partnership is not prohibited from making such
Distributions under its agreements with its creditors be entitled to receive tax
Distributions pursuant to this Section 4.1(b) within forty-five (45) days after
the close of each fiscal quarter of not less than an amount which in the good
faith judgment of the General Partner is equal to (i) the amount of net taxable
income of the Partnership allocable to such Management Partner in respect of
such fiscal quarter (other than any taxable income in respect of guaranteed
payments for services under Code Section 707(c)), reduced by the excess, if any,
of the aggregate amount of net taxable losses of the Partnership allocable to
such Management Partner for all prior fiscal quarters ending after June 28, 2001
over the aggregate amount of net taxable income of the Partnership allocable to
such Management Partner for prior fiscal quarters ending after June 28, 2001,
multiplied by (ii) 46% (or, at the General Partner's sole discretion, such
greater or lesser percentage as the General Partner may determine in good faith
from time to time to represent the sum of the maximum marginal federal, state
and local income tax rates applicable to the Management Partners) in the same
proportion that taxable income of the Partnership was allocated to such
Management Partner during such fiscal quarter.

All Distributions pursuant to this Section 4.1(b) made to a holder of a class of
Units on account of the Profits allocable to such class of Units shall be made
proportionately (based on the number of Units) to all holders of such class of
Units. For purposes of Section 4.1(a), all Distributions pursuant to this
Section 4.1(b) made to a holder of Preferred Units on account of the Profits
allocable to Preferred Units shall be treated as distributions under Section
4.1(a)(i) or (ii); all Distributions pursuant to this Section 4.1(b) made to a
holder of a class of Common Units on account of the Profits allocable to such
class of Units shall be treated as distributions under Section 4.1(a)(iii) or
(iv); and all Distributions pursuant to this Section 4.1(b) made to a Management
Partner on account of taxable income allocable to such Management Partner shall
be treated as Distributions under Section 4.1(a) in the order described in such
Section.

            (c) A Distribution pursuant to Section 4.1(a) or (b) shall be made
to the Persons shown on the Partnership's books and records as Unitholders as of
the date of such Distribution.

            4.2 ALLOCATIONS. For each Fiscal Year of the Partnership, after
adjusting each Unitholder's Capital Account for all Capital Contributions and
distributions during such Fiscal Year and all special allocations pursuant to
Section 4.3 with respect to such Fiscal Year, all Profits and Losses (other than
Profits and Losses specially allocated pursuant to Section 4.3) shall be
allocated to the Unitholders' Capital Accounts in a manner such that, as of the
end of such Fiscal Year, the Capital Account of each Unitholder (which may be
either a positive or negative balance) shall be equal to (i) the amount which
would be distributed to such Unitholder, determined as if the Partnership were
to liquidate all of its assets for the Book Value thereof and distribute the
proceeds thereof pursuant to Section 13.3(b), minus (ii) the sum of (A) such
Unitholder's share of Minimum Gain (as determined according to Treasury
Regulation Section 1.704-2(d) and (g)(3)) and partner nonrecourse debt minimum
gain (as determined according to Treasury Regulation Section 1.704-2(i)) and (B)
the amount, if any, which such Unitholder is obligated to contribute to the
capital of the Partnership as of the last day of such Fiscal Year.

            4.3 SPECIAL ALLOCATIONS.

            (a) Losses attributable to a partner nonrecourse debt (as defined in
Treasury Regulation Section 1.704-2(b)(4)) shall be allocated in the manner
required by Treasury Regulation


                                       13
<PAGE>   18
Section 1.704-2(i)). If there is a net decrease during a Taxable Year in partner
nonrecourse debt minimum gain (as defined in Treasury Regulation Section
1.704-2(i)(3)), Profits for such Taxable Year (and, if necessary, for subsequent
Taxable Years) shall be allocated to the Unitholders in the amounts and of such
character as determined according to, and subject to the exceptions contained
in, Treasury Regulation Section 1.704-2(i)(4).

            (b) Except as otherwise provided in Section 4.3(a), if there is a
net decrease in the Minimum Gain during any Taxable Year, each Unitholder shall
be allocated Profits for such Taxable Year (and, if necessary, for subsequent
Taxable Years) in the amounts and of such character as determined according to,
and subject to the exceptions contained in, Treasury Regulation Section
1.704-2(f). This Section 4.3(b) is intended to be a minimum gain chargeback
provision that complies with the requirements of Treasury Regulation Section
1.704-2(f), and shall be interpreted in a manner consistent therewith.

            (c) If any Unitholder who unexpectedly receives an adjustment,
allocation, or distribution described in Treasury Regulation Section
1.704-1(b)(2)(ii)(d)(4), (5), and (6) has an Adjusted Capital Account Deficit as
of the end of any Taxable Year, computed after the application of Sections
4.3(a) and 4.3(b) but before the application of any other provision of this
Article IV, then Profits for such Taxable Year shall be allocated to such
Unitholder in proportion to, and to the extent of, such Adjusted Capital Account
Deficits. This Section 4.3(c) is intended to be a qualified income offset
provision as described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and
shall be interpreted in a manner consistent therewith.

            (d) Profits and Losses described in Section 3.3(b)(v) shall be
allocated in a manner consistent with the manner that the adjustments to the
Capital Accounts are required to be made pursuant to Treasury Regulation Section
1.704-1(b)(2)(iv)(j), (k) and (m).

            (e) Subject to the other provisions of this Section 4.3, if Profits
or Losses are allocated for any Fiscal Period pursuant to Section 4.3(a), (b),
(c) or (d), then subsequent allocations of Profits and Losses shall be made, to
the extent possible, to the Unitholders in such amounts so that the net Profits
and Losses allocated pursuant to this Section 4.3(e) and Sections 4.3(a), (b),
(c) and (d) are equal to the net Profits and Losses that would have been
allocated to the Unitholders if such allocations pursuant to Sections 4.3(a),
(b), (c) and (d) had not been made.

            (f) If, and to the extent that, any Unitholder is deemed to
recognize any item of income, gain, loss, deduction or credit as a result of any
transaction between such Unitholder and the Partnership pursuant to Code
Sections 1272-1274, 7872, 483, 482, 83 or any similar provision now or hereafter
in effect, and the General Partner determines that any corresponding Profit or
Loss of the Partnership should be allocated to the Unitholder who recognized
such item in order to reflect the Unitholders' economic interests in the
Partnership, then the General Partner may so allocate such Profit or Loss.

            4.4 TAX ALLOCATIONS.

            (a) The income, gains, losses, deductions and credits of the
Partnership will be allocated, for federal, state and local income tax purposes,
among the Unitholders in accordance with the allocation of such income, gains,
losses, deductions and credits among the Unitholders for


                                       14
<PAGE>   19
computing their Capital Accounts, except that if any such allocation is not
permitted by the Code or other applicable law, the Partnership's subsequent
income, gains, losses, deductions and credit will be allocated among the
Unitholders so as to reflect as nearly as possible the allocation set forth
herein in computing their Capital Accounts.

            (b) Items of Partnership taxable income, gain, loss and deduction
with respect to any property contributed to the capital of the Partnership shall
be allocated among the Unitholders in accordance with Code Section 704(c) (using
the traditional method with curative allocations) so as to take account of any
variation between the adjusted basis of such property to the Partnership for
federal income tax purposes and its Book Value.

            (c) If the Book Value of any Partnership asset is adjusted pursuant
to Section 3.3(b), subsequent allocations of items of taxable income, gain, loss
and deduction with respect to such asset shall take account of any variation
between the adjusted basis of such asset for federal income tax purposes and its
Book Value in the same manner as under Code Section 704(c) (using the
traditional method with curative allocations).

            (d) Allocations of tax credits, tax credit recapture, and any items
related thereto shall be allocated to the Unitholders according to their
interests in such items as determined by the General Partner taking into account
the principles of Treasury Regulation Section 1.704-1(b)(4)(ii).

            (e) Allocations pursuant to this Section 4.4 are solely for purposes
of federal, state and local taxes and shall not affect, or in any way be taken
into account in computing, any Unitholder's Capital Account or share of Profits,
Losses, Distributions or other Partnership items pursuant to any provision of
this Agreement.

            4.5 CURATIVE ALLOCATIONS. If the General Partner determines, after
consultation with counsel experienced in income tax matters, that the allocation
of any item of Partnership income, gain, loss, deduction or credit is not
specified in this Article IV (an "unallocated item"), or that the allocation of
any item of Partnership income, gain, loss, deduction or credit hereunder is
clearly inconsistent with the Unitholders' economic interests in the Partnership
(determined by reference to the general principles of Treasury Regulation
Section 1.704-1(b) and the factors set forth in Treasury Regulation Section
1.704-1(b)(3)(ii)) (a "misallocated item"), then the General Partner may
allocate such unallocated items, or reallocate such misallocated items, to
reflect such economic interests; provided that no such allocation will be made
without the prior consent of each Unitholder which would be affected thereby
(which consent no such Partner may unreasonably withhold).

            4.6 INDEMNIFICATION AND REIMBURSEMENT FOR PAYMENTS ON BEHALF OF A
PARTNER. Except as otherwise provided herein, if the Partnership is required by
law (as determined by the General Partner) to make any payment on behalf of the
General Partner or a Unitholder in its capacity as such (including federal
withholding taxes, state personal property taxes, and state unincorporated
business taxes), then such Person shall indemnify the Partnership in full for
the entire amount paid (including interest, penalties and related expenses). The
General Partner may offset Distributions to which a Person is otherwise entitled
hereunder against such Person's obligation to indemnify the Partnership under
this Section 4.6.


                                       15
<PAGE>   20
                                   ARTICLE V


                                   MANAGEMENT


                       5.1 AUTHORITY OF GENERAL PARTNER.

(a) The General Partner shall conduct, direct and exercise full control over all
 activities of the Partnership. Except as otherwise expressly provided in this
Agreement, all management powers over the business and affairs of the
Partnership shall be exclusively vested in the General Partner, and the Limited
Partners (except as expressly set forth herein) shall not have any right of
control or management power over the business and affairs of the Partnership
except in their capacity as an officer of the Partnership or the General
Partner. Except as otherwise expressly provided in this Agreement, in addition
to the powers now or hereafter granted to a general partner of a limited
partnership under applicable law or which are granted to the General Partner
under any other provisions of this Agreement, the General Partner shall have
full power and authority without any prior approval from any other Partner to
cause the Partnership to do all things deemed necessary or desirable by the
General Partner to conduct the business of the Partnership, including, without
limitation:

            (i)   to enter into, execute, acknowledge and deliver any and all
                  contracts, agreements or other instruments to carry on the
                  business of the Partnership as set forth herein;

            (ii)  to borrow money and, as security therefor, to mortgage, pledge
                  or otherwise encumber any and all assets of the Partnership;

            (iii) to cause to be paid all amounts due and payable by the
                  Partnership to any Person and to collect all amounts due to
                  the Partnership;

            (iv)  to appoint officers and to delegate to such officers such
                  authority and duties as the General Partner shall in its sole
                  discretion determine;

            (v)   to employ agents, employees, managers, accountants, attorneys,
                  consultants and other Persons to carry out the business and
                  affairs of the Partnership, whether or not any such Persons so
                  employed are affiliated with or related to any Partner, and to
                  pay such fees, expenses, salaries, wages and other
                  compensation to such Persons as the General Partner shall in
                  its sole discretion determine (provided that, in the case of
                  related persons, the terms of any such arrangement shall not
                  be less favorable than would be available to the Partnership
                  from unrelated Persons);

            (vi)  to pay, extend, renew, modify, adjust, submit to arbitration,
                  prosecute, defend or compromise, upon such terms as the
                  General Partner may determine and upon such evidence as it may
                  deem sufficient, any obligation, suit, liability, cause of
                  action or claim, including taxes, either in favor of or
                  against the Partnership;


                                       16
<PAGE>   21
            (vii) to pay any and all reasonable fees and to make any and all
                  reasonable expenditures in connection with the organization of
                  the Partnership, the offering and sale of Units, the
                  management of the business and affairs of the Partnership and
                  the carrying out of the General Partners' obligations and
                  responsibilities under this Agreement and the Delaware Act,
                  and to enforce all rights of the Partnership;

            (viii) to prosecute, protest and defend or cause to be protected and
                  defended all proprietary rights, including all trade names,
                  trademarks and service marks, and all licenses and permits and
                  all applications with respect thereto, which may be held by
                  the Partnership, and to prosecute and defend all rights of the
                  Partnership in connection therewith;

            (ix)  to cause to be paid any and all taxes, charges and assessments
                  that may be levied, assessed or imposed upon any of the assets
                  of the Partnership, unless the same are contested by the
                  General Partner in good faith;

            (x)   to establish one or more accounts for the Partnership in such
                  financial institutions as the General Partner may from time to
                  time designate;

            (xi)  to make Distributions periodically according to the provisions
                  of this Agreement;

            (xii) to cause the Partnership to make equity investments in, and
                  advance loans to, joint ventures, general or limited
                  partnerships, corporations or other relationships that the
                  General Partner deems desirable and to exercise the
                  Partnership's rights as a venturer or partner of such ventures
                  or partnerships, as the case may be; and

            (xiii) anything else affecting the rights and obligations of the
                  Partnership not otherwise restricted by this Agreement.

            (b) With respect to all of its obligations, powers and
responsibilities under this Agreement, the General Partner is authorized to
execute and deliver, for and on behalf of the Partnership, such promissory notes
and other evidences of indebtedness, contracts, agreements, assignments, deeds,
leases, loan agreements, mortgages and other security instruments and agreements
as it deems necessary or appropriate, all on such terms and conditions as it
deems proper.

            5.2 ACTIONS REQUIRING APPROVAL OF LIMITED PARTNERS. Nothing in
Section 5.1 shall give the General Partner the authority to take any action
requiring the approval of the Limited Partners pursuant to Section 9.2 without
obtaining such approval.

            5.3 PARTNERSHIP QUALIFICATIONS AND FILINGS. The General Partner
shall cause to be filed such other certificates or documents as may be
determined by the General Partner in its sole discretion to be necessary or
appropriate for the continuation, qualification and operation of a limited
partnership (or a partnership in which the Limited Partners have limited
liability) in the State of Delaware and any other jurisdiction in which the
Partnership may elect to do business. Subject to applicable law, the General
Partner may omit from any and all filings in and reports to any state,


                                       17
<PAGE>   22
and from all amendments thereto, the names and addresses of the Partners,
information relating to the Partners' Capital Contributions and shares of
Profits, Losses and information relating to compensation of the Partners, or may
state such information in the aggregate rather than with respect to each
individual Partner. The General Partner shall not be required to deliver or mail
a copy of the Certificate of Limited Partnership or any amendment thereto to any
Limited Partner. Notwithstanding any of the foregoing provisions, the General
Partner will timely make all reports or filings which are necessary to preserve
the limited liability of the Limited Partners under applicable law.

            5.4 RELIANCE BY THIRD PARTIES. Any other provision of this Agreement
to the contrary notwithstanding, no lender or purchaser (including any purchaser
of property from the Partnership) or other Person dealing with the Partnership,
shall be required to verify any representation by the General Partner as to the
extent of the interest in the assets of the Partnership that the General Partner
is entitled to encumber, sell or otherwise use. Any such lender, purchaser or
other Person shall be entitled to rely exclusively on the representations of the
General Partner as to its authority to enter into such financing or sale
arrangements and shall be entitled to deal with the General Partner as if it
were the sole party in interest therein, both legally and beneficially. Each
Limited Partner hereby waives any and all defenses or other remedies that may be
available against such lender, purchaser or other Person to contest, negate or
disaffirm any action of the General Partner in connection with any sale or
financing. In no event shall any person dealing with the General Partner or the
General Partner's representative with respect to any business or property of the
Partnership be obligated to inquire into the necessity or expedience of any act
or action of the General Partner or the General Partner's representative. Every
contract, agreement, deed, mortgage, security agreement, promissory note or
other instrument or document executed by the General Partner or the General
Partner's representative with respect to any business or property of the
Partnership shall be conclusive evidence in favor of any and every Person
relying thereon or claiming thereunder that (a) at the time of the execution or
delivery thereof this Agreement was in full force and effect, (b) such
instrument or document was duly executed according to this Agreement and is
binding upon the Partnership and (c) the General Partner or the General
Partner's representative was duly authorized and empowered to execute and
deliver any and every such instrument or document for and on behalf of the
Partnership.

            5.5 COMPENSATION AND REIMBURSEMENT OF GENERAL PARTNER.

            (a) Except as provided in this Section 5.5 or elsewhere in this
Agreement, the General Partner shall not be compensated for its services as
General Partner to the Partnership.

            (b) The General Partner shall be reimbursed on a monthly basis for
(i) all actual out-of-pocket expenses, disbursements and advances it pays or
incurs in connection with the formation and business of the Partnership,
including all expenses, disbursements and advances for legal, accounting,
printing and banking matters, consultants and other third parties, reasonable
travel expenses, and filing fees, and (ii) that portion of the General Partner's
legal and accounting expenses, telephone, secretarial, travel and entertainment
expenses, office rent and other office expenses, salaries and other compensation
expenses of employees, and other expenses necessary or appropriate to the
conduct of the Partnership's business which is properly allocable to the
Partnership. The General Partner shall determine the expenses which are
allocable to the Partnership in any reasonable manner.


                                       18
<PAGE>   23
            5.6 OUTSIDE ACTIVITIES. The General Partner, its Affiliates and
their respective stockholders, directors, officers, controlling persons,
partners and employees may have business interests and engage in business
activities in addition to those relating to the Partnership, except as any such
Person may otherwise agree with the Partnership in writing (including, without
limitation, pursuant to the Investors Agreement, the Unit Purchase Agreements or
any other agreements contemplated hereby or thereby). Neither the Partnership
nor any Partner shall have any rights by virtue of this Agreement or the
partnership relationship created hereby in any such business interests or
activities of any such Person. The General Partner shall devote to the
management of the Partnership only such time as may reasonably be required to
cause the affairs of the Partnership to be conducted in an efficient and
businesslike manner.

            5.7 DEALINGS WITH THE GENERAL PARTNER.

            (a) The General Partner or any of its Affiliates may lend to the
Partnership funds needed by the Partnership for such periods of time as the
General Partner may determine; provided that the terms of any such loan shall
not be less favorable to the Partnership than would be available to the
Partnership (without reference to the General Partners' financial condition or
guaranties) from unrelated lenders.

            (b) Neither the General Partner nor any of its Affiliates shall
sell, transfer or convey any property to, or purchase any property from, the
Partnership, directly or indirectly, except pursuant to transactions that are
fair and reasonable to the Partnership, as determined by the General Partner in
good faith.

            5.8 RESOLUTION OF CONFLICTS OF INTEREST.

            (a) Unless otherwise expressly provided herein, whenever this
Agreement or any other agreement contemplated herein provides that the General
Partner shall act in a manner which is, or provide terms which are, fair and
reasonable to the Partnership or any Limited Partner, the General Partner shall
determine such appropriate action or provide such terms considering, in each
case, the relative interests of each party to such agreement, transaction or
situation and the benefits and burdens relating to such interests, any customary
or accepted industry practices, and any applicable United States generally
accepted accounting practices or principles.

            (b) So long as the General Partner acts in good faith, the
resolution, action or terms so made, taken or provided by the General Partner
shall not constitute a breach of this Agreement or any other agreement
contemplated herein.

            (c) Whenever in this Agreement the General Partner is permitted or
required to take any action or to make a decision in its "sole discretion" or
"discretion," with "complete discretion" or under a grant of similar authority
or latitude, the General Partner shall be entitled to consider only such
interests and factors as it desires, provided that the General Partner shall act
in good faith. Whenever in this Agreement a General Partner is permitted or
required to take any action or to make a decision in its "good faith" or under
another express standard, the General Partner shall act under such express
standard and shall not be subject to any other or different standards imposed by
this Agreement or any other agreement contemplated herein. Each Limited Partner
hereby agrees that any standard of care or duty imposed in this Agreement or any
other agreement contemplated


                                       19
<PAGE>   24
herein or under the Delaware Act or any other applicable law, shall be modified,
waived or limited in each case as required to permit the General Partner to act
or to make decisions under this Agreement or any other agreement contemplated
herein pursuant to the authority prescribed in this Section 5.8(c).

            5.9 PURCHASE OF UNITS. The General Partner may cause the Partnership
to purchase or otherwise acquire Units, or may purchase or otherwise acquire
Units on behalf of the Partnership. As long as such Units are owned by or on
behalf of the Partnership, such Units shall not be considered outstanding for
any purpose. The General Partner and its Affiliates may also purchase or
otherwise acquire, or sell or otherwise dispose of, Units for their own account
(or as agent) and shall be entitled to exercise all rights of a Limited Partner
with respect to such Units.

            5.10 INDEMNIFICATION.

            (a) The Partnership shall indemnify and hold harmless the General
Partner and each Affiliate, officer, director, controlling person, partner,
employee or shareholder of the General Partner ("INDEMNIFIED PERSON") from and
against any and all losses, claims, damages, liabilities, expenses (including
reasonable legal fees and expenses), judgments, fines, settlements and other
amounts relating to any and all claims, demands, actions, suits or proceedings,
whether civil, criminal, administrative or investigative, which relate to the
General Partner's status or activities as the General Partner or to the
Partnership's property, business or affairs ("CLAIMS"). An Indemnified Person's
expenses paid or incurred in defending itself against any Claim shall be
reimbursed as paid or incurred. A Person shall be considered an Indemnified
Person whether or not such Person has the status required to be an Indemnified
Person at the time any such Claim is made or maintained. This Section 5.10 shall
not apply with respect to any Indemnified Person for that portion of any Claim
determined by the final decision (from which an appeal cannot be taken or is not
timely taken) of a court of competent jurisdiction to have been caused by his
gross negligence, willful misconduct or knowing violation of law. Any payments
made to or on behalf of a Person who is later determined not to be entitled to
such payments shall be refunded to the Partnership promptly following such
determination. Nothing contained in this Section 5.10 shall obligate any Limited
Partner to pay any amount to the Partnership or to any Indemnified Person in
excess of his Capital Contribution.

            (b) The right to indemnification and the advancement of expenses
conferred in this Section 5.10 shall not be exclusive of any other right which
any Person may have or hereafter acquire under any statute, agreement, vote of
Limited Partners or otherwise.

            (c) The Partnership may maintain insurance, at its expense, to
protect any Person against any expense, liability or loss, to the extent that
the Partnership would have the power to indemnify such Person against such
expense, liability or loss under the Delaware Act.

            5.11 LIMITATION OF LIABILITY. An Indemnified Person shall not be
liable to the Partnership or any Partner for any act or omission performed or
omitted by such Person pursuant to authority granted to such Person by this
Agreement; provided that such limitation of liability shall not apply to the
extent the act or omission was attributable to such Person's gross negligence,
willful misconduct or knowing violation of law. The General Partner may exercise
any of the powers granted to it by this Agreement and perform any of the duties
imposed upon it hereunder either


                                       20
<PAGE>   25
directly or by or through its agents, and the General Partner shall not be
responsible for any misconduct or negligence on the part of any such agent
appointed by the General Partner (so long as such agent was selected in good
faith and with due care) to the extent that such agent's misconduct or
negligence is not caused by and does not arise out of the General Partner's
misconduct or gross negligence in supervising the activities of such agent.




                                   ARTICLE VI


                   RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

            6.1 LIMITATION OF LIABILITY. The Limited Partners shall have no
liability under this Agreement except as provided in this Agreement or in the
Delaware Act.

            6.2 MANAGEMENT OF BUSINESS. No Limited Partner shall take part in
the operation, management or control (within the meaning of the Delaware Act) of
the Partnership's business or transact any business in the Partnership's name,
unless such Limited Partner is a Person employed or engaged to transact any such
business by or on behalf of a General Partner or the Partnership. The
transaction of any such business by a Limited Partner employed or engaged to do
so by or on behalf of the General Partner or the Partnership shall not be deemed
to constitute participation in control of the Partnership and shall not affect,
impair or eliminate the limitations on the liability of a Limited Partner under
this Agreement.

            6.3 NO RIGHT OF PARTITION. No Limited Partner shall have the right
to seek or obtain partition by court decree or operation of law of any
Partnership property, or the right to own or use particular or individual assets
of the Partnership.

            6.4 OUTSIDE ACTIVITIES. A Limited Partner may have business
interests and engage in business activities in addition to those relating to the
Partnership, including business interests and activities which conflict with or
are in direct competition with the Partnership, except as any such Limited
Partner may otherwise agree with the Partnership in writing (including, without
limitation, the Investors Agreement, the Unit Purchase Agreements and the other
agreements contemplated hereby or thereby). Neither the Partnership nor any of
the other Limited Partners shall have any rights by virtue of this Agreement in
any business ventures of any Limited Partner.

            6.5 REPRESENTATIONS AND WARRANTIES OF PARTNERS. By execution and
delivery of this Agreement, each Limited Partner (solely on its own behalf and
not on behalf of any other Partner) represents and warrants that (a) its
interest in the Partnership is intended to be and is being acquired solely for
its own account for the purpose of investment and not with a view to any sale or
other disposition of all or any part thereof (provided the disposition of its
property shall be within its control), (b) it is aware that interests in the
Partnership have not been registered under the Securities Act, that such
interests cannot be sold or otherwise disposed of unless they are registered
thereunder or unless an exemption from such registration is available, that the
Partnership has no present intention of so registering such interests under the
Securities Act, and that accordingly such Limited Partner is able and is
prepared to bear the economic risk of making its Capital Contribution and to
suffer a complete loss of its investment, and (c) its knowledge and experience
in financial and business matters are such that it is capable of evaluating the
risks of making its Capital Contribution.


                                       21
<PAGE>   26
The foregoing representations and warranties may be relied upon by the
Partnership, by the General Partner and the other Limited Partners.




                                  ARTICLE VII

                    BOOKS, RECORDS, ACCOUNTING AND REPORTS

            7.1 RECORDS AND ACCOUNTING. The General Partner shall keep, or cause
to be kept, appropriate books and records with respect to the Partnership's
business, including all books and records necessary to provide any information,
lists and copies of documents required to be provided pursuant to Section 7.3 or
pursuant to applicable laws. All decisions as to accounting matters, except as
specifically provided to the contrary herein, shall be made by the General
Partner.

            7.2 FISCAL YEAR. The Fiscal Year of the Partnership shall end on
December 31 of each year or such other annual accounting period as may be
established by the General Partner.

            7.3 REPORTS.

            (a) The General Partner shall deliver or cause to be delivered to
each Partner, within 120 days after the end of each Fiscal Year, an annual
report containing the following:

            (i)   a Partnership balance sheet as of the end of such Fiscal Year,
                  and Partnership statements of income, changes in cash flows
                  and changes in Partners' equity for such Fiscal Year, each of
                  which shall be prepared according to United States generally
                  accepted accounting principles and audited by a firm of
                  independent public accountants; and

            (ii)  a general description of the Partnership's activities during
                  such Fiscal Year (including the result of any matters
                  submitted to a vote of the Limited Partners during the last
                  fiscal quarter of such Fiscal Year).

            (b) The General Partner shall use reasonable efforts to deliver or
cause to be delivered, by March 1 of each year, to each Person who was a
Unitholder at any time during such Fiscal Year all information necessary for the
preparation of such Person's United States federal income tax returns, including
a statement showing such Person's share of income, gains, losses, deductions and
credits for such year for United States federal income tax purposes and the
amount of any Distributions made to or for the account of such Person pursuant
to this Agreement. Upon the written request of any such Person made not later
than 30 days after the end of each Fiscal Year, the General Partner shall use
reasonable efforts to deliver or cause to be delivered any information necessary
for the preparation of any state, foreign and local income tax returns which
must be filed by such Person.

            (c) The Partnership shall be responsible for and shall bear all
costs and expenses relating to the preparation of the federal and state tax
returns and the preparation and maintenance of the financial books and records
of each entity that was organized by THL or its Affiliates for the purpose of
investing in, or facilitating the investment by THL and/or its affiliates and/or
coinvestors,


                                       22
<PAGE>   27
in the Partnership and, at the request of any such entity, shall keep or cause
to be kept, all tax and financial books and records of such entity.

            7.4 TRANSMISSION OF COMMUNICATIONS. Each Person that owns or
controls Units on behalf of, or for the benefit of, another Person or Persons
shall be responsible for conveying any report, notice or other communication
received from the General Partner to such other Person or Persons.




                                  ARTICLE VIII

                                   TAX MATTERS

            8.1 PREPARATION OF TAX RETURNS. The General Partner shall arrange
for the preparation and timely filing of all returns required to be filed by the
Partnership.

            8.2 TAX ELECTIONS. The Taxable Year shall be the Fiscal Year set
forth in Section 7.2, unless the General Partner shall determine otherwise in
its sole discretion and in compliance with applicable laws. The General Partner
shall, in its sole discretion, determine whether to make or revoke any available
election pursuant to the Code. Each Partner will upon request supply the
information necessary to give proper effect to such election.

            8.3 TAX CONTROVERSIES. The General Partner is designated the "Tax
Matters Partner" (as defined in Code Section 6231), and is authorized and
required to represent the Partnership (at the Partnership's expense) in
connection with all examinations of the Partnership's affairs by tax
authorities, including resulting administrative and judicial proceedings, and to
expend Partnership funds for professional services and costs associated
therewith. Each Partner agrees to cooperate with the General Partner and to do
or refrain from doing any or all things reasonably requested by the General
Partner with respect to the conduct of such proceedings.


                                   ARTICLE IX

                               VOTING; AMENDMENTS

            9.1 VOTING RIGHTS.

            (a) Anything herein to the contrary notwithstanding, the Partners
may dissolve the Partnership upon the affirmative vote of the owners of a
majority of the Common Units.

            (b) At the General Partner's election, any action that may be taken
at a Partners' meeting may be taken without a meeting if the General Partner
solicits written consents to the action, and if within 90 days after delivery of
the request for written consents, such consents are received from Partners
owning not less than the minimum number of Units that would be necessary to
authorize or take such action at a meeting. A written consent to the taking of
any action shall have no force and effect if it is received more than 90 days
after the date of the General Partner's delivery


                                       23
<PAGE>   28
of the written request soliciting consents to such action. In the event any
action is taken pursuant to this Section 9.1 by written consent in lieu of a
meeting of the Partners, the General Partner will deliver notice to all of the
Partners to such effect. The General Partner shall be solely responsible for
conducting the solicitation of consents and for determining the validity and
effect of responses to the solicitation.

            (c) With respect to Units that are held for a Person's account by
another Person (such as a broker, dealer, bank, trust company or clearing
corporation, or an agent of any of the foregoing) in whose name ownership is
registered, the Partnership may assume without inquiry that such broker, dealer
or other agent, in exercising any right in respect of such Units on any matter,
is exercising such rights according to the direction of the Person on whose
behalf such broker, dealer or other agent is holding such Units.

            9.2 AMENDMENTS.

            (a) The General Partner (pursuant to its powers of attorney from the
Limited Partners), without the consent of any Limited Partner, may amend any
provision of this Agreement, and execute, swear to, acknowledge, deliver, file
and record whatever documents may be required in connection therewith, to
reflect:

            (i)   a change in the name of the Partnership or the location of the
                  principal place of business of the Partnership;

            (ii)  admission, substitution, removal or withdrawal of Partners in
                  accordance with this Agreement;

            (iii) a change that in the General Partner's reasonable judgment
                  does not adversely affect any Unitholder in any material
                  respect in its capacity as an owner of Units, and is either
                  (i) necessary or desirable to satisfy any requirements,
                  conditions or guidelines contained in any opinion, directive,
                  order, ruling or regulation of any United States federal or
                  state agency or judicial authority or contained in any United
                  States federal or state statute, or (ii) required or
                  contemplated by this Agreement; or

            (iv)  a change that in the General Partner's reasonable judgment
                  does not adversely affect any Unitholder in any material
                  respect in its capacity as an owner of Units, and (i) cures
                  any ambiguity, (ii) corrects or supplements any provisions in
                  this agreement or (iii) adds, changes or eliminates any
                  provisions of this Agreement.

            (b) This Agreement may be amended upon the consent of the General
Partner and the affirmative vote of the owners of not less than a majority of
the Class A Common Units; provided, that without the consent of each Partner
directly affected thereby, no amendment shall increase the liabilities or
responsibilities of, or diminish the rights or protections of the General
Partner under this Agreement, or modify the method provided in this Agreement
for determining allocations and Distributions and the definitions relating
thereto. This Section 9.2(b) shall only be amended with the approval by written
consent or affirmative vote of all Units which are owned by Partners.


                                       24
<PAGE>   29
                                   ARTICLE X

                        TRANSFER OF PARTNERSHIP INTERESTS

            10.1 TRANSFER IN GENERAL. THE TRANSFER OF ANY PARTNERSHIP INTEREST
IS SUBJECT TO THE RESTRICTIONS ON TRANSFER CONTAINED IN THE INVESTORS AGREEMENT
AND THE UNIT PURCHASE AGREEMENTS, WHICH RESTRICTIONS ARE INCORPORATED HEREIN BY
REFERENCE.


                                   ARTICLE XI


                              ADMISSION OF PARTNERS


            11.1 SUBSTITUTED LIMITED PARTNERS. A Person may request admission as
a Substituted Limited Partner on the form prescribed by the General Partner.
Such Person shall become a Substituted Limited Partner on the date on which the
General Partner consents (in its sole discretion) thereto and such admission is
shown on the books and records of the Partnership.

            11.2 ADDITIONAL LIMITED PARTNERS. A Person may be admitted to the
Partnership as an Additional Limited Partner only upon furnishing to the General
Partner (a) a letter of acceptance, in form satisfactory to the General Partner,
of all the terms and conditions of this Agreement, including the power of
attorney granted in Section 15.1, and (b) such other documents or instruments as
may be necessary or appropriate to effect his admission as a Limited Partner.
Such admission shall become effective on the date on which the General Partner
determines in its sole discretion that such conditions have been satisfied and
when any such admission is shown on the books and records of the Partnership.

            11.3 ADMISSION OF A SUCCESSOR GENERAL PARTNER. A Person shall be
admitted as a Successor General Partner if and only if (a) the Person is the
transferee of all of the General Partner's General Partnership Interest in a
transfer permitted under the Investors Agreement, or (b) the Person is elected
to be a Successor General Partner in the manner described in Section 12.3 or
13.2.

            11.4 REPRESENTATIONS OF NEW PARTNERS. Each Person admitted to the
Partnership as a Substituted or Additional Limited Partner or as a General
Partner shall become a party to, and agree to be bound by, this Agreement and
shall make the representations contained in Section 6.5 and such additional
representations relating to the matters contemplated by the Investors Agreement
as the General Partner may request.


                                  ARTICLE XII

                        WITHDRAWAL OR REMOVAL OF PARTNERS


                                       25
<PAGE>   30
            12.1 WITHDRAWAL OF GENERAL PARTNER. The General Partner shall not
withdraw as the Partnership's general partner except as follows:

            (a) The General Partner shall be deemed to have withdrawn as the
Partnership's general partner upon the effective date of the transfer of all of
its General Partnership Interest in a transfer permitted under the Investors
Agreement.

            (b) The General Partner may withdraw as the Partnership's general
partner by delivering a notice of withdrawal to the Partners. Such notice shall
state the effective date of the General Partner's withdrawal, which date shall
be not less than 90 days subsequent to the date such notice is mailed, and shall
set forth rules and procedures for the nomination and election of a Successor
General Partner pursuant to Section 12.2. Unless such notice is earlier revoked,
the General Partner shall be deemed to have withdrawn as the Partnership's
general partner upon the earlier of (i) the effective date stated in such
notice, or (ii) the date a Successor General Partner is admitted to the
Partnership pursuant to Section 11.3.

            (c) The General Partner shall have no right to withdraw as the
Partnership's general partner without the consent of a majority of the Class A
Common Units.

If the General Partner withdraws as the Partnership's general partner in
violation of this Section 12.1, the damages for which it may be held liable
under Section 17-602 of the Delaware Act (or otherwise as a result of such
withdrawal) shall be limited to the forfeiture of its General Partnership
Interest.

            12.2 ELECTION OF SUCCESSOR GENERAL PARTNER. If the General Partner
withdraws from the Partnership pursuant to Section 12.1(b), the Partners may
elect a Successor General Partner as the General Partner, by the affirmative
vote of Limited Partners which own at least a majority of the Common Units which
are owned by all Limited Partners. Any Person elected by the Partners to be
Successor General Partner shall be admitted to the Partnership as Successor
General Partner only upon the Partnership's receipt of a written assumption by
such Person of all of the General Partner's rights and obligations hereunder
(including the obligation to purchase the former General Partner's General
Partnership Interest pursuant to Section 12.3). If a Successor General Partner
is admitted to the Partnership pursuant to this Section 12.2 on or before the
effective date specified in the General Partner's notice of withdrawal pursuant
to Section 12.1(b), such Successor General Partner shall continue the
Partnership's business according to this Agreement.

            12.3 PURCHASE OF GENERAL PARTNERSHIP INTEREST. Within 30 days
following the admission of a Successor General Partner to the General Partner
pursuant to Section 12.2 or 13.2, the former General Partner may, at its option,
elect to sell its General Partnership Interest to the Successor General Partner.
Such election shall be made by delivering to the Successor General Partner a
written notice reasonably indicating that the former General Partner is electing
to sell its General Partnership Interest pursuant to this Section 12.3. If the
former General Partner properly makes such election, the Successor General
Partner shall purchase such interest from the former General Partner for a
purchase price, payable in cash or cash equivalents within 120 days after the
effective date of the admission of the Successor General Partner as General
Partner, equal to the Fair Market Value of the former General Partner's Interest
as of the time of such General Partner's withdrawal or removal. For purposes of
determining the Fair Market Value of the former General Partner's Interest, the
Fair Market Value of the Partnership's assets will be determined according to
Article XIV.


                                       26
<PAGE>   31
            12.4 FORMER GENERAL PARTNER'S LIABILITIES. The General Partner shall
not be liable for Partnership debts and other liabilities and obligations of the
Partnership incurred after the effective date of the General Partner's removal
or withdrawal as General Partner, but shall continue to be liable for
Partnership debts and other liabilities and obligations of the Partnership
incurred before such effective date.

            12.5 WITHDRAWAL OF LIMITED PARTNERS. No Limited Partner shall have
any right to withdraw from the Partnership without the prior written consent of
the General Partner. Upon a transfer of all of a Limited Partner's Units in a
transfer permitted by the Investors Agreement or in accordance with such Limited
Partner's Unit Purchase Agreement, such Limited Partner shall cease to be a
Limited Partner; provided that the transferor shall not be released from
liability to the Partnership for (a) any materially false statement made, or
caused to be made, by such transferor in the Certificate of Limited Partnership,
or (b) any obligation of such transferor to contribute cash or other property to
the Partnership.




                                  ARTICLE XIII


                           DISSOLUTION AND LIQUIDATION

            13.1 DISSOLUTION. The Partnership shall not be dissolved by the
admission of Additional Limited Partners or Substituted Limited Partners, by the
admission of a Successor General Partner, or by the withdrawal or removal of the
General Partner (if there is a Successor General Partner), or by the death,
incompetency, incapacity, dissolution, bankruptcy, insolvency, or termination of
a Limited Partner. The Partnership shall dissolve, and its affairs shall be
wound up, upon:

            (a) the expiration of its term as provided in Section 2.5;

            (b) the withdrawal of the General Partner pursuant to Section
12.1(b) if the Limited Partners do not elect a Successor General Partner to
continue the Partnership's business as provided by Section 12.2; or

            (c) the occurrence of any event not specified in Section 13.1(b)
that results in the General Partner ceasing to be the General Partner under the
Delaware Act.

            13.2 CONTINUATION AFTER DISSOLUTION. Within 90 days following a
dissolution of the Partnership pursuant to Section 13.1(c), pursuant to rules
and procedures established by the Liquidator pursuant to Section 13.3(b), the
Limited Partners may elect to reconstitute the Partnership and continue its
business according to this Agreement upon the admission to the Partnership of a
Successor General Partner. Any Person elected by the Limited Partners to be
Successor General Partner shall be admitted to the Partnership as Successor
General Partner only upon the Partnership's receipt of a written assumption by
such Person of all of the former General Partner's rights and obligations
hereunder (including the obligation to purchase the General Partner's Interest
pursuant to Section 12.4). Unless a Successor General Partner is admitted to the
Partnership within 90 days after dissolution, the Partnership shall be
liquidated pursuant to Section 13.3. If a Successor General


                                       27
<PAGE>   32
Partner is admitted to the Partnership pursuant to this Section 13.2 within 90
days after dissolution, then:

            (a) the reconstituted Partnership shall continue until the end of
the term set forth in Section 2.5 unless earlier dissolved according to this
Article XIII; and

            (b) all necessary steps shall be taken to cancel this Agreement and
the Certificate of Limited Partnership and to enter into a new partnership
agreement and certificate of limited partnership, and the Successor General
Partner may for this purpose exercise the powers of attorney granted the General
Partner pursuant to Section 15.1; provided that the right of the Limited
Partners set forth above to elect a Successor General Partner and to
reconstitute and to continue the business of the Partnership shall not exist and
may not be exercised unless the Partnership has received an opinion of counsel
that the exercise of the right would not result in the loss of limited liability
of any Limited Partner.

            13.3 LIQUIDATION. Upon dissolution of the Partnership, the General
Partner shall act as the liquidator of the Partnership (the "LIQUIDATOR"),
unless and until a successor Liquidator is appointed as provided herein. The
Liquidator shall agree not to resign at any time without 30 days' prior written
notice. The Liquidator, if other than the General Partner, may be removed at any
time, with or without cause, by notice of removal and appointment of a successor
Liquidator approved by a Majority Interest. Within 30 days following the
occurrence of any Event of Withdrawal with respect to the Liquidator, a
successor Liquidator may be elected by a Majority Interest. The successor
Liquidator shall succeed to all rights, powers and duties of the former
Liquidator. The right to appoint a successor or substitute Liquidator in the
manner provided herein shall be recurring and continuing for so long as the
functions and services of the Liquidator are authorized to continue under the
provisions hereof, and every reference herein to the Liquidator shall be deemed
to refer also to any such successor or substitute Liquidator appointed in the
manner herein provided. Except as expressly provided in this Article XIII, the
Liquidator appointed in the manner provided herein shall have and may exercise,
without further authorization or consent of any of the parties hereto, all of
the powers conferred upon the General Partner under the terms of this Agreement
(but subject to all of the applicable limitations, contractual and otherwise,
upon the exercise of such powers to the extent necessary or desirable in the
good faith judgment of the Liquidator to carry out the duties and functions of
the Liquidator hereunder for and during such period of time as shall be
reasonably required in the good faith judgment of the Liquidator to complete the
winding up and liquidation of the Partnership as provided for herein). The
Liquidator shall receive as compensation for its services (i) if the Liquidator
is the General Partner, the compensation and reimbursements specified in Section
5.5, or (ii) if the Liquidator is not a General Partner, a reasonable fee plus
out-of-pocket costs or such other compensation as a Majority Interest may
approve.

            (a) The If the Partnership is dissolved pursuant to Section 13.1(c),
the Liquidator shall establish reasonable rules and procedures for the
nomination and election of a Successor General Partner pursuant to Section 13.2.
Pending such election, the Liquidator shall continue to operate the
Partnership's business in the ordinary course with a view to conserving the
Partnership's assets. If no Successor General Partner is admitted to the
Partnership pursuant to Section 13.2 within the time period specified therein,
the Liquidator shall proceed with the liquidation of the Partnership's assets as
provided in Section 13.3(b).


                                       28
<PAGE>   33
            (b) Liquidator shall liquidate the assets of the Partnership, and
apply and distribute the proceeds of such liquidation, in the following order of
priority, unless otherwise required by mandatory provisions of applicable law:

            (i)   First, to the payment of the Partnership's debts and
                  obligations to its creditors, including sales commissions and
                  other expenses incident to any sale of the assets of the
                  Partnership.

            (ii)  Second, to the establishment of and additions to such reserves
                  as the Liquidator may deem necessary or appropriate.

            (iii) Third, to the Partners, in accordance with Section 4.1.

The reserves established pursuant to subparagraph (ii) shall be paid over by the
Liquidator to a bank or other financial institution, to be held in escrow for
the purpose of paying any such contingent or unforeseen liabilities or
obligations and, at the expiration of such period as the Liquidator deems
advisable, such Reserves shall be distributed to the Partners in the priorities
set forth in this Section 13.3(b).

            13.4 DISTRIBUTION IN KIND. The provisions of Section 13.3 which
require the liquidation of the assets of the Partnership notwithstanding, but
subject to the order of priorities set forth therein, if upon dissolution of the
Partnership the Liquidator determines that an immediate sale of part or all of
the Partnership's assets would be impractical or would cause undue loss to the
Partners, the Liquidator may, in its sole discretion, defer for a reasonable
time the liquidation of any assets except those necessary to satisfy Partnership
liabilities (other than loans to the Partnership by Partners) and reserves, and
may, in its absolute discretion, distribute to the Partners, in lieu of cash, as
beneficiaries of a liquidating trust or otherwise and in accordance with the
provisions of Section 13.3(b), undivided interests in such Partnership assets as
the Liquidator deems not suitable for liquidation. Any such distributions in
kind shall be subject to such conditions relating to the disposition and
management of such properties as the Liquidator deems reasonable and equitable
and to any agreements governing the operating of such properties at such time.
The Liquidator shall determine the Fair Market Value of any property distributed
in accordance with the valuation procedures set forth in Article XIV.

            13.5 CANCELLATION OF CERTIFICATE OF LIMITED PARTNERSHIP. Upon the
completion of the distribution of Partnership property as provided in Sections
13.3 and 13.4, the Partnership shall be terminated, and the Liquidator (or the
Limited Partners, if necessary) shall cause the cancellation of the Certificate
of Limited Partnership and all qualifications of the Partnership as a foreign
limited partnership in jurisdictions other than the State of Delaware and shall
take such other actions as may be necessary to terminate the Partnership. The
Partnership shall be deemed to continue in existence for all purposes of this
Agreement until it is terminated pursuant to this Section 13.5.

            13.6 REASONABLE TIME FOR WINDING UP. A reasonable time shall be
allowed for the orderly winding up of the business and affairs of the
Partnership and the liquidation of its assets pursuant to Section 13.3 in order
to minimize any losses otherwise attendant upon such winding up.


                                       29
<PAGE>   34
            13.7 RETURN OF CAPITAL. The Liquidator shall not be personally
liable for the return of Capital Contributions or any portion thereof, it being
understood that any such return shall be made solely from Partnership assets.


                                       30
<PAGE>   35
                                  ARTICLE XIV

                                    VALUATION


            14.1 VALUATION IN GENERAL. The Fair Market Value of any asset as of
any date shall be the price a willing buyer would pay a willing seller in an
arm's-length transaction as determined using any reasonable valuation method.

            14.2 APPRAISALS FOR PURCHASE OF GENERAL PARTNER'S GENERAL
PARTNERSHIP INTEREST.

            (a) If no agreement as to the Fair Market Value of the Partnership's
assets is reached between the Successor General Partner and the former General
Partner within 30 days after the date of any election under Section 12.3, then
the former General Partner shall within 10 days following the expiration of such
30-period appoint an appraiser experienced in valuing assets of the type in
question, and inform the Successor General Partner in writing of the name and
business address of the appraiser. The appraiser shall make his own, independent
appraisal of the asset(s) in dispute, but he shall give the former General
Partner and the Successor General Partner an opportunity to meet with him prior
to completing his appraisal. Except as provided in Section 14.2(b), the
appraiser's determination of the Fair Market Value of the asset(s) in dispute
will be made within 30 days of his appointment, and will be final and binding on
all concerned, absent manifest error.

            (b) If the Successor General Partner does not approve the appraiser
selected by the former General Partner, the Successor General Partner may within
10 days following notification of such selection pursuant to Section 14.2(a)
appoint an appraiser of his choice, experienced in valuing assets of the type in
question, and inform the former General Partner in writing of the name and
business address of the appraiser. The appraisers appointed by the former
General Partner and the Successor General Partner shall appoint a third
appraiser, also experienced in valuing assets of the type in question. Each of
the three appraisers shall make his own independent appraisal of the Fair Market
Value of the asset(s) in dispute, but the appraisers shall give the Successor
General Partner and the former General Partner an opportunity to meet with them
prior to completing their appraisal. The appraisers' determinations of the Fair
Market Value of the asset(s) in question shall be made within the time period
remaining for the payment required under Section 12.3. The average of the two
valuations that are closest to each other shall be determined to be the Fair
Market Value of the appraised asset(s) and such determination shall be final and
binding on all concerned, absent manifest error.

            (c) The cost of each appraisal shall be shared equally among the
Partnership, the Successor General Partner in question and the General Partner
in question.


                                       31
<PAGE>   36
                                   ARTICLE XV

                               GENERAL PROVISIONS

                            15.1 POWER OF ATTORNEY.

            Each Partner hereby constitutes and appoints the General Partner and
the Liquidator, with full power of substitution, as his true and lawful agent
and attorney-in-fact, with full power and authority in his or its name, place
and stead, to:

            (i)   execute, swear to, acknowledge, deliver, file and record in
                  the appropriate public offices (A) this Agreement, all
                  certificates and other instruments and all amendments thereof
                  which the General Partner deems appropriate or necessary to
                  form, qualify, or continue the qualification of, the
                  Partnership as a limited partnership (or a partnership in
                  which limited partners have limited liability) in the State of
                  Delaware and in all other jurisdictions in which the
                  Partnership may conduct business or own property; (B) all
                  instruments which the General Partner deems appropriate or
                  necessary to reflect any amendment, change, modification or
                  restatement of this Agreement in accordance with its terms;
                  (C) all conveyances and other instruments or documents which
                  the General Partner deems appropriate or necessary to reflect
                  the dissolution and liquidation of the Partnership pursuant to
                  the terms of this Agreement, including a certificate of
                  cancellation; and (D) all instruments relating to the
                  admission, withdrawal or substitution of any Partner pursuant
                  to Article XI or XII; and

            (ii)  sign, execute, swear to and acknowledge all ballots, consents,
                  approvals, waivers, certificates and other instruments
                  appropriate or necessary, in the reasonable judgment of the
                  General Partner, to make, evidence, give, confirm or ratify
                  any vote, consent, approval, agreement or other action which
                  is made or given by the Partners hereunder or is consistent
                  with the terms of this Agreement and/or appropriate or
                  necessary (and not inconsistent with the terms of this
                  Agreement), in the reasonable judgment of the General Partner,
                  to effectuate the terms of this Agreement; provided that when
                  required by Article IX or any other provision of this
                  Agreement which establishes a percentage of the Limited
                  Partners required to take any action, the General Partner or
                  the Liquidator may exercise the power of attorney made in this
                  subsection (ii) only after the necessary vote, consent or
                  approval by the required percentage of the Limited Partners.

            (b) The foregoing power of attorney is irrevocable and coupled with
an interest, and shall survive the death, incompetency, disability, incapacity,
dissolution, bankruptcy, insolvency or termination of any Partner and the
transfer of all or any portion of his or its Partnership Interest and shall
extend to such Partner's heirs, successors, assigns and personal
representatives.


                                       32
<PAGE>   37
            15.2 TITLE TO PARTNERSHIP ASSETS. Partnership assets shall be deemed
to be owned by the Partnership as an entity, and no Partner, individually or
collectively, shall have any ownership interest in such Partnership assets or
any portion thereof. Legal title to any or all Partnership assets may be held in
the name of the Partnership, the General Partner or one or more nominees, as the
General Partner may determine. The General Partner hereby declares and warrants
that any Partnership assets for which legal title is held in its name or the
name of any nominee shall be held in trust by the General Partner or such
nominee for the use and benefit of the Partnership in accordance with the
provisions of this Agreement. All Partnership assets shall be recorded as the
property of the Partnership on its books and records, irrespective of the name
in which legal title to such Partnership assets is held.

            15.3 RESTRICTIONS. Certain Partners have entered into an Investors
Agreement of even date herewith subjecting their Partnership Interests to
certain restrictions.

            15.4 CONVERSION TO CORPORATE FORM. In the event that the General
Partner determines in its sole discretion to either (i) convert the Partnership
into corporate form (by means of a conversion or a merger into a corporate
entity) or (ii) create a new corporate holding company to which each Limited
Partner of the Partnership and each stockholder of the General Partner would
contribute their interests in such entities for capital stock or other
securities of such new holding company (each, an "APPROVED CORPORATE
CONVERSION"), each Partner hereby consents to such Approved Corporate Conversion
and agrees that it will, in connection with such Approved Corporate Conversion,
consent to and take all actions and raise no objections against the Approved
Corporate Conversion and the transactions to be taken in connection therewith,
including with respect to any exchange or conversion of such Partner's Units or
such Partner's interests in the General Partner ("GP INTERESTS"). Each Partner
shall take all necessary or desirable actions in connection with the
consummation of the Approved Corporate Conversion in the manner and form
approved and determined by the General Partner in its sole discretion. The
obligations of each Partner hereunder with respect to the Approved Corporate
Conversion is subject to the satisfaction of the following conditions: (i) the
General Partner shall have used commercially reasonable efforts to provide that,
upon the consummation of the Approved Corporate Conversion, each Partner shall
receive in exchange for such Partner's Units, securities of the corporate entity
into which the Partnership is being converted (or interests in a partnership or
limited liability company which holds such corporate securities) with
substantially the same rights, privileges and preferences (taken as a whole) as
such Partner's Units or GP Interests have in the Partnership or General Partner
respectively; (ii) if any Partners holding a class or type of Units or GP
Interests are given an option as to the form and amount of securities to be
received in exchange for such Partner's Units or GP Interests, as applicable, in
connection with the Approved Corporate Conversion and the transactions being
consummated in connection therewith, each Partner holding such class or type of
Units and/or GP Interests, as applicable, shall be given the same option; and
(iii) each holder of then currently exercisable rights to acquire Units or GP
Interests shall be given an opportunity to exercise such rights prior to the
consummation of the Approved Corporate Conversion and to be treated in the
Approved Corporate Conversion as holders of such Units or GP Interests, as
applicable.

            15.5 ADDRESSES AND NOTICES. Any notice, demand, request or report
required or permitted to be given or made to any Person under this Agreement
shall be in writing and shall be deemed given or made when delivered in person
or when sent by first class mail or by other commercially reasonable means of
written communication to the Person at his address as shown on


                                       33
<PAGE>   38
the Partnership's books and records. An affidavit or certificate of mailing
executed by the General Partner shall be conclusive (but not exclusive) evidence
of the date and fact of mailing of any such notice, demand, request or report.
Any notice to the General Partner or the Partnership shall be deemed given if
received by the General Partner at the principal office of the Partnership
designated pursuant to Section 2.4.

            15.6 BINDING EFFECT. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their heirs, executors, administrators,
successors, legal representatives and permitted assigns.

            15.7 CREDITORS. None of the provisions of this Agreement shall be
for the benefit of or enforceable by any creditors of the Partnership, and no
creditor who makes a loan to the Partnership may have or acquire at any time as
a result of making the loan any direct or indirect interest in Partnership
Profits, Losses, Distributions, capital or property other than as a secured
creditor.

            15.8 WAIVER. No failure by any party to insist upon the strict
performance of any covenant, duty, agreement or condition of this Agreement or
to exercise any right or remedy consequent upon a breach thereof shall
constitute waiver of any such breach or any other covenant, duty, agreement or
condition.

            15.9 COUNTERPARTS. This Agreement may be executed in separate
counterparts, each of which will be an original and all of which together shall
constitute one and the same agreement binding on all the parties hereto.

            15.10 APPLICABLE LAW. The partnership law of the State of Delaware
will govern all issues concerning the relative rights of the Partnership and its
Partners. All other questions concerning the construction, validity and
interpretation of this Agreement will be governed by the internal law, and not
the law of conflicts, of the State of Delaware.

            15.11 INVALIDITY OF PROVISIONS. If any provision of this Agreement
is or becomes invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein shall
not be affected thereby.

            15.12 NUMBER AND GENDER. Whenever required by the context, any
pronoun used in this Agreement shall include the corresponding masculine,
feminine or neuter forms, and the singular form of nouns, pronouns and verbs
shall include the plural and vice versa.

            15.13 FURTHER ACTION. The parties shall execute and deliver all
documents, provide all information and take or refrain from taking action as may
be necessary or appropriate to achieve the purposes of this Agreement.

            15.14 INTEGRATION. This Agreement constitutes the entire agreement
among the parties hereto pertaining to the subject matter hereof and supersedes
all prior agreements and understandings pertaining thereto, other than the
Investors Agreement, the Unit Purchase Agreements and the Registration
Agreement.


                                       34
<PAGE>   39
            15.15 INCLUDING. Whenever the term "including" is used herein in
connection with a listing of items included within a prior reference, such
listing shall be interpreted to be illustrative only, and shall not be
interpreted as a limitation on or exclusive listing of the items included within
the prior reference.

            15.16 ARBITRATION. If any dispute, claim or difference arises out of
this Agreement, or as to the rights and liabilities of the parties hereunder or
as to the breach or invalidity hereof, or in connection with the construction of
this Agreement (each such event being hereinafter called a "Dispute"), the
parties shall settle such Dispute exclusively by binding arbitration in
accordance with the Commercial Arbitration rules of the American Arbitration
Association in effect as of the date of commencement of the arbitration;
provided, however, that any such arbitration shall be presided over by three
arbitrators. The arbitration shall be held in San Diego, California unless the
parties mutually agree to have the arbitration held elsewhere, and judgment upon
the award made therein may be entered by any court having jurisdiction thereof;
provided, further, that noting contained in this Section 15.16 shall be
construed to limit or preclude a party from bringing any action in any court of
competent jurisdiction in the United States for injunctive or other provisional
relief to compel another party hereto to comply with its obligations under this
Agreement or any other agreement between or among the parties during the
pendency of the arbitration proceedings.

                                    * * * * *


                                       35
<PAGE>   40
                                       36
<PAGE>   41
            IN WITNESS WHEREOF, the undersigned have executed or caused to be
executed on their behalf this Agreement of Limited Partnership as of the date
first written above.

GENERAL PARTNER:         TRANSWESTERN COMMUNICATIONS COMPANY, INC.


                         By                  /s/
                           -----------------------------------------------
                         Its     Vice President - Chief Financial Officer

LIMITED PARTNERS:


                                             /s/
                         -------------------------------------------------
                         Name:   Jody Smyth Jackson


                                             /s/
                         -------------------------------------------------
                         Name:   Suzanne M. Stadick


                                             /s/
                         -------------------------------------------------
                         Name:   Steven Boucher


                                             /s/
                         -------------------------------------------------
                         Name:   William Lexa


                                             /s/
                         -------------------------------------------------
                         Name:   Lois E. Speights


                                             /s/
                         -------------------------------------------------
                         Name:   Keith J. Pattison


                                             /s/
                         -------------------------------------------------
                         Name:   Lauren Janotto


                                             /s/
                         -------------------------------------------------
                         Name:   Robert DiBella


                                             /s/
                         -------------------------------------------------
                         Name:   W. Stephen Martin


                                             /s/
                         -------------------------------------------------
                         Name:   Lawrence H. Bloch - Trustee: Lawrence H.
                                 Bloch and Cindy Bloch Living Trust


                                                 /s/
                         -------------------------------------------------
                         Name:   Cindy Bloch - Trustee


                                                 /s/
                         -------------------------------------------------
                         Name:   Cindy Bloch - Trustee


                                       37
<PAGE>   42
                                                 /s/
                         -------------------------------------------------
                         Name:  Victoria L. Welch - Trustee:
                                Victoria L. Welch Declaration of Trust


                                                 /s/
                         -------------------------------------------------
                         Name:       Richard Mellert


                                                 /s/
                         -------------------------------------------------
                         Name:       Robert Bambace


                                                 /s/
                         -------------------------------------------------
                         Name:       William Raymond


                                                 /s/
                         -------------------------------------------------
                         Name:       Joan M. Fiorito, Trustee
                                     Fiorito Family Trust


                                                 /s/
                         -------------------------------------------------
                         Name:       Rock B. Clum


                                                 /s/
                         -------------------------------------------------
                         Name:       James D. Durance


                                                 /s/
                         -------------------------------------------------
                         Name:       Ita Shea Oglesby


                                                 /s/
                         -------------------------------------------------
                         Name:       Arthur Flick


                                                 /s/
                         -------------------------------------------------
                         Name:       Richard Daily


                                                 /s/
                         -------------------------------------------------
                         Name:       Dennis Reinert


                                                 /s/
                         -------------------------------------------------
                         Name:       Marybeth Brennan


                                                 /s/
                         -------------------------------------------------
                         Name:       Ricardo Puente Trustee


                                                 /s/
                         -------------------------------------------------
                         Name:       Ricardo Puente - Trustee:  R.P.
                                     1995 Trust


                                       38
<PAGE>   43
                                                 /s/
                         -------------------------------------------------
                         Name:  Geri Reid Suster - Trustee: Bar John Suster III
                                and Geri Reid Suster Family Trust


                                                 /s/
                         -------------------------------------------------
                         Name:       Richard L. Larkin


                                                 /s/
                         -------------------------------------------------
                         Name:       Greg Hopwood


                                                 /s/
                         -------------------------------------------------
                         Name:       Michael Bynum - Trustee of the
                                     Michael and Valerie Bynum Living Trust


                                                 /s/
                         -------------------------------------------------
                         Name:       Billy J. Huddleston, Jr.


                                                 /s/
                         -------------------------------------------------
                         Name:       Cynthia Hardesty


                                                 /s/
                         -------------------------------------------------
                         Name:       John K. Erickson


                                                 /s/
                         -------------------------------------------------
                         Name:       Richard Beck


                                                 /s/
                         -------------------------------------------------
                         Name:       Kim A. Kaznowski


                                                 /s/
                         -------------------------------------------------
                         Name:       Shari Godgart


                                                 /s/
                         -------------------------------------------------
                         Name:       Gary Freeman Nevins

                                                 /s/
                         -------------------------------------------------
                         Name:       Russell Martin

                                                 /s/
                         -------------------------------------------------
                         Name:       Steve Sparks


                                                 /s/
                         -------------------------------------------------
                         Name:       Seth A. Flynn

                                                 /s/
                         -------------------------------------------------
                         Name:       Seth A. Flynn


                                                 /s/
                         -------------------------------------------------


                                       39
<PAGE>   44
                         Name:       Seth A. Flynn


                                                 /s/
                         -------------------------------------------------
                         Name:       Name Illegible

                                                 /s/
                         -------------------------------------------------
                         Name:       Name Illegible


                                                 /s/
                         -------------------------------------------------
                         Name:       Name Illegible


                                                 /s/
                         -------------------------------------------------
                         Name:       Name Illegible

                                                 /s/
                         -------------------------------------------------
                         Name:       Name Illegible

                                                 /s/
                         -------------------------------------------------
                         Name:       Name Illegible

                                                 /s/
                         -------------------------------------------------
                         Name:       Scott Perprer

                                                 /s/
                         -------------------------------------------------
                         Name:       Scott A. Schoen

                                                 /s/
                         -------------------------------------------------
                         Name:       Scott A. Schoen

                                                 /s/
                         -------------------------------------------------
                         Name:       Scott A. Schoen

                                                 /s/
                         -------------------------------------------------
                         Name:       Gerald R. Wheeler

                                                 /s/
                         -------------------------------------------------
                         Name:       William H. Woolverton

                                                 /s/
                         -------------------------------------------------
                         Name:       William H. Woolverton

                                                 /s/
                         -------------------------------------------------
                         Name:       William H. Woolverton

                                                 /s/
                         -------------------------------------------------
                         Name:       Thomas H. Lee

                                                 /s/
                         -------------------------------------------------


                                       40
<PAGE>   45
                         Name:       Thomas H. Lee


                                                 /s/
                         -------------------------------------------------
                         Name:       David V. Harkins


                                                 /s/
                         -------------------------------------------------
                         Name:       Sheryll J. Harkins


                                                 /s/
                         -------------------------------------------------
                         Name:       Thomas R. Shepherd


                                                 /s/
                         -------------------------------------------------
                         Name:       Scott A. Schoen


                                                 /s/
                         -------------------------------------------------
                         Name:       Scott A. Schoen


                                                 /s/
                         -------------------------------------------------
                         Name:       C. Hunter Boll


                                                 /s/
                         -------------------------------------------------
                         Name:       Anthony J. DiNovi


                                                 /s/
                         -------------------------------------------------
                         Name:       Anthony J. DiNovi


                                                 /s/
                         -------------------------------------------------
                         Name:       Thomas M. Hagerty


                                                 /s/
                         -------------------------------------------------
                         Name:       Warren C. Smith, Jr.


                                                 /s/
                         -------------------------------------------------
                         Name:       Warren C. Smith, Jr.


                                                 /s/
                         -------------------------------------------------
                         Name:       Seth W. Lawry


                                                 /s/
                         -------------------------------------------------
                         Name:       Joseph J. Ineandela


                                       41
<PAGE>   46
                                                 /s/
                         -------------------------------------------------
                         Name:       Kent R. Weldon


                                                 /s/
                         -------------------------------------------------
                         Name:       Terrence M. Mullen


                                       42
<PAGE>   47
                                                 /s/
                         -------------------------------------------------
                         Name:       Todd M. Abbrecht


                                                 /s/
                         -------------------------------------------------
                         Name:       Barbara F. Lee



       (SIGNATURE PAGE TO FOURTH AMENDED AND RESTATED AGREEMENT OF
                              LIMITED PARTNERSHIP)


                                       43