Exhibit 10.92
February 28, 1997
Xxxxxx X. Xxxxxxxxxxxxxx, President
XxXxxx USA Publishing Company
X.X. Xxx 0000
Xxxxx Xxxxxx, Xxxx 00000-0000
Dear Art:
When this letter is signed by you in the space provided below, it
will constitute an amendment to the Sale and Purchase Agreement ("Agreement")
between Xxxxxx USA Publishing Company ("XxXxxx") and Indiana Directories, Inc.
("IDI"), Xxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx, Xxxx Xxxxxxxxx and Xxxx Xxxxxx. This
Amendment is necessary because we have received indications from Xxxx Xxxxxxxx
and his attorney that they are not going to cooperate with any potential
assignment of any of his agreements with IDI.
In order for IDI to fulfill its obligations to Xx. Xxxxxxxx, XXX
and XxXxxx agree to the following amendments to the Agreement:
(1) After the Closing and through receipt of the December 31,
2001 financial statements, XxXxxx agrees to use its best
efforts to provide IDI with complete financial disclosure
regarding all of the telephone directories which IDI
previously purchased from Xx. Xxxxxxxx, which are identified
on Exhibit "A" as:
(a) Xxxxx (h) Xxxxxx
(b) Huntington (i) Xxxxxx
(c) Kosciusko (j) Cass, Michigan
(d) Xxxxxxx (k) Cass, Indiana
(e) Xxxxx (l) Elkhart
(f) LaPorte (m) Berrien
(g) Xxxxxxxx
This disclosure will include all information necessary in
order for IDI to calculate any potential "earn-out" payments
due to Xx. Xxxxxxxx, to the extent XxXxxx has such
information.
(2) In the event that Mr. and Xxx. Xxxxxxxx refuse to consent to
the assignment of their Consulting and Non-Competition
Agreement
Xxxxxx X. Xxxxxxxxxxxxxx
Page 2
February 28, 1997
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to XxXxxx, it is agreed that IDI will continue to make all
payments required by the Consulting and Non-Competition Agreement
and shall enforce, at IDI's cost, any violations of that
agreement by the Steigelys, and IDI will allow XxXxxx to
participate in such enforcement at XxXxxx'x cost.
(3) Prior to Closing, IDI will completely pay the promissory note to
21st Century Concepts, Inc. f/k/a U.S. Directories, Inc. ("21st
Century"), dated November 10, 1994. This amount constitutes the
entire "Indebtness" secured by the Security Agreement between IDI
and 21st Century, dated November 10, 1994. In the event that said
note is paid in full, evidence of payment is provided to XxXxxx,
and 21st Century refuses to release its financing statement(s)
currently on file, XxXxxx agrees to close the transactions with
IDI contemplated by the Agreement and IDI will indemnify and hold
XxXxxx harmless from and against any costs or expenses XxXxxx may
incur as a direct result of 21st Century's refusal to release its
lien.
(4) In the event that 21st Century refuses to consent to an
assignment of the Lease, dated November 10, 1994, between IDI and
21st Century for the property at 000 Xxxxxxxxx Xxxxxx, XxXxxxx,
Xxxxxxx 00000, XxXxxx agrees to sublet the property from IDI
under the same terms and conditions as set forth in the Lease.
(5) IDI is a party to or beneficiary of a covenant not to compete
with South Bend Tribune Corp. IDI will assign to XxXxxx, by
assignment in the form attached to the agreement as Exhibit "K",
all of IDI's rights and interest in, to and under said covenant.
(6) XxXxxx will assume the liability for the accrued vacation of all
IDI employees subsequently hired by XxXxxx, as that liability is
calculated by IDI and stated to XxXxxx at Closing, however, IDI
will make a reimbursement payment to Xxxxxx of any amounts of
such liability in excess of $18,000.00.
Xxxxxx X. Xxxxxxxxxxxxxx
Page 3
February 28, 1997
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(7) Except as noted above and except as necessary to conform the
Agreement with the facts described above, all other provisions of
the Agreement are ratified by the parties and shall remain in
full force and effect.
If you agree with these changes, please sign and date this letter in the
space provided below.
Very truly yours,
INDIANA DIRECTORS, INC.
By /s/ Xxxx X. Xxxxxx, Pres.
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Xxxx X. Xxxxxx
By /s/ Xxxxxx X. Xxxxxxxxxxxxxx
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Xxxxxx X. Xxxxxxxxxxxxxx, President
