March 18, 1997
Xxxxxx Communications, Inc.
Two Democracy Center
0000 Xxxxxxxxx Xxxxx
00xx Xxxxx
Xxxxxxxx, XX 00000
J. Xxxxxx Xxxxx
Gentlemen:
Reference is made to the provisions of the Registration Rights
Agreement, dated September 4, 1996, by and among Xxxxxx Communications, Inc., a
Delaware corporation (the "Company"), Xxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx, U.S.
News College Marketing L.P., a Delaware limited partnership, and each of the
1995 Investors (as defined therein) (the "Registration Rights Agreement") and to
the Agreement and Plan of Merger, dated as of March 18, 1997, by and among
American List Corporation, a Delaware corporation, the Company and Xxxxxx Z
Acquisition, Inc., a Delaware corporation (the "Merger Agreement").
The undersigned each agrees, severally and not jointly, that
notwithstanding the provisions of the Registration Rights Agreement, the
undersigned shall not, without the consent of J. Xxxxxx Xxxxx, prior to the
publication of at least 30 days of financial results of the Company and its
consolidated subsidiaries for the period following the Merger (as defined in the
Merger Agreement) either (i) request or require the Company to register any
shares of its common stock currently held or beneficially owned by the
undersigned in connection with any registered secondary offering or (ii) sell
any such shares of the Company's common stock pursuant to Rule 144 under the
Securities Act of 1933, as amended. The restrictions in this Agreement shall
terminate on the earlier of (A) the date of the termination of the Merger
Agreement for any reason or (B) August 15, 1997 unless the Merger shall have
been consummated as of such date, provided that the restriction on sales
pursuant to Rule 144 shall terminate in any event on August 15, 1997.
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This letter agreement may be executed in one or more counterparts, each
of which shall be deemed to be an original, but all of which shall constitute
one and the same agreement.
Very truly yours,
/s/ Xxxxxx X. Xxxxxx
---------------------------
XXXXXX X. XXXXXX
/s/ Xxxxxxx X. Xxxxxx
---------------------------
XXXXXXX X. XXXXXX
U.S. NEWS COLLEGE MARKETING L.P.
By: /s/ Xxxx Xxxxxxx
-----------------------
Xxxx Xxxxxxx
/s/ Xxxx Xxxxxxx
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XXXX XXXXXXX
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