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EXHIBIT 2.11
XXXXXXXXX INTERNATIONAL INC.
January 26, 1998
Liberty Group Operating, Inc.
Green Equity Investors II, L.P.
Liberty Group Publishing, Inc.
c/o Liberty Group Publishing, Inc.
0000 Xxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
Dear Sirs and Madams:
The purpose of this letter is to set forth our
agreement with respect to the following matters relating to
(i) the Asset Purchase Agreement dated as of November 21,
1997 by and among Liberty Group Publishing, Inc. (the
"Investor"), Green Equity Investors II, L.P. (the
"Guarantor"), Liberty Group Operating, Inc. ("CNCO"),
Xxxxxxxxx International, Inc. (the "Company"), APAC-90 Inc.
("APAC-90"), American Publishing (1991) Inc. ("AP-91") and
APAC-95 Inc. ("APAC-95") (the "Asset Purchase Agreement"),
and (ii) the Asset Purchase Agreement dated as of
November 21, 1997, by and among the Investor, the Guarantor,
CNCO, American Publishing Company of Illinois ("APC Ill"),
the Company, APAC-90, AP-91 and APAC-95 (the "Asset Purchase
Agreement (Like Kind)").
The parties hereby agree to the changes set forth below:
The parties hereby agree that Schedule 3.3 is corrected so as to
encompass the complete list of Consents which will be delivered at Closing and
as so corrected is attached hereto.
The parties hereby agree further that Schedule 3.9 is corrected
so as to encompass the complete list of Trademarks and Trade Names which will be
transferred at Closing pursuant to a Trademark and Trade Name Assignment
substantially in the form of Exhibit 7.4(b) to the Asset Purchase Agreement and
Exhibit B to the Asset Purchase Agreement (Like Kind) and as so corrected is
attached hereto.
The parties hereby agree further that Schedule 3.18 is corrected
so as to encompass the complete list of real property owned by the Company which
will be transferred to the specified CNCO subsidiaries at Closing and as so
corrected is attached hereto.
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The parties hereby agree further that Schedule 3.19 is corrected
so as to encompass the complete list of real property leased or subleased by the
Company which will be transferred to the specified CNCO subsidiaries at Closing
and as so corrected is attached hereto.
The parties hereby agree further that for the purposes of
performing any calculations under the Asset Purchase Agreement and the Asset
Purchase Agreement (Like Kind) the 30-day Treasury xxxx rate in effect on
December 31, 1997 is deemed to be 5.25% and such rate will be applied to the
aggregate consideration of $309,100,000, including the consideration of
$44,419,116 payable under the Asset Purchase Agreement (Like Kind), as set forth
on the exhibit attached hereto. In determining the number of days for which such
interest is payable, the Closing Date shall not be counted with respect to any
funds which are received on or before a time (which is expected to be noon
Chicago time) on the Closing Date when it is reasonably practicable to reinvest
such funds on that date.
The parties hereby agree further that the terms "Asset" and
"Assumed Contracts" as defined in Section 1.1(a) of the Asset Purchase Agreement
and as defined in Section 1(a) of the Asset Purchase Agreement (Like Kind) shall
not include the contract dated January 16, 1998 by and between the Company and
Valassis Communications Inc. and such contract shall not be assigned to CNCO or
any of its subsidiaries.
The parties hereby agree further that the Transfer Date for the
transfer of employees is January 31, 1998.
The parties hereby agree to grant each other reasonable access
during regular business hours to each other's employees (but without any
requirement of travel on the part of such employees) to the extent necessary to
investigate the facts relating to claims or litigation arising after the closing
that relate to the preclosing period.
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Very truly yours,
XXXXXXXXX INTERNATIONAL INC.
By: /s/ X. X. Xxxxxxxx
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AMERICAN PUBLISHING COMPANY
OF ILLINOIS
By: /s/ X. X. Xxxxxxxx
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APAC-90 INC.
By: /s/ X. X. Xxxxxxxx
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AMERICAN PUBLISHING (1991) INC.
By: /s/ X. X. Xxxxxxxx
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APAC-95 INC.
By: /s/ X. X. Xxxxxxxx
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Accepted and agreed to by:
LIBERTY GROUP PUBLISHING, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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LIBERTY GROUP OPERATING, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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GREEN EQUITY INVESTORS II, L.P.
By Grand Avenue Capital Partners, L.P.
its sole general partner
By Grand Avenue Capital Corporation
its sole general partner
By: /s/ Xxxxxxx X. Annick
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Name: Xxxxxxx X. Annick
Title: Vice President
