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EXHIBIT 2.10
AMERICAN PUBLISHING COMPANY OF ILLINOIS
January 23, 1998
Chicago Deferred Exchange Corporation
000 Xxxxx Xxxxx, Xxxxx Xxxxx
Xxxxxxx, XX 00000-0000
The Chicago Trust Company
Exchange Trust Division
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxx, XX 00000-0000
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 Exchange Agreement dated as of
November 21, 1997 by and between American Publishing Company of Illinois
("APC") and Chicago Deferred Exchange Corporation ("Exchangor"), as amended on
January 14, 1998, and (ii) the Qualified Exchange Trust Agreement dated as of
November 21, 1997, among The Chicago Trust Company as Trustee under Trust No.
38347501 ("Trustee"), the Exchangor and APC, as amended on January 14, 1998
(collectively, the "Exchange Agreements"). All capitalized terms used herein
and not defined herein shall have the meaning ascribed to such terms in the
Exchange Agreements.
Whereas APC desires to provide for payments through the Exchange Trust
Account of certain adjustments in connection with the closing of both the LG
Purchase Agreement and the KR Purchase Agreement.
APC, the Exchangor and the Trustee have agreed that APC's rights under the
LG Purchase Agreement that were assigned to the Exchangor under the Exchange
Agreements shall be expanded to include all of APC'S rights to both
receive and pay out (1) all purchase price payments and adjustments
contemplated by the LG Purchase Agreement which are to occur on the
Relinquished Property Closing Date and (2) the adjustments contemplated by
Sections 3(c) and 3(d)
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of the LG Purchase Agreement which are to occur after the Relinquished Property
Closing Date.
APC, the Exchangor and the Trustee further agree that APC's rights under
the KR Purchase Agreement that were assigned to the Exchangor under the
Exchange Agreements include all of APC's rights to both receive and pay out (1)
all purchase price payments and adjustments contemplated by the KR Purchase
Agreement which are to occur on the Replacement Property Closing Date and (2)
the adjustments contemplated by Sections 2.6 and 2.7 of the KR Purchase
Agreement which are to occur after the Replacement Property Closing Date.
Notwithstanding the foregoing, APC shall remain liable for any and all
payment obligations under the LG Purchase Agreement and the KR Purchase
Agreement that have been assigned to the Exchangor herein in the event that
such obligations are not paid by the Exchangor.
APC, the Exchangor and the Trustee agree that APC shall have no right to
receive, pledge, borrow or otherwise have available the Exchange Trust Account
prior to the earlier of (i) the payment of all of the above adjustments which
are to be made after the Relinquished Property Closing Date and the Replacement
Property Closing Date or (ii) the passing of 180 days after the Relinquished
Property Closing Date, at which point this trust shall terminate. Subject to
the next sentence, nothing contained herein shall limit or otherwise be deemed
to limit the ability of the Exchangor to pay the purchase price for the
Replacement Property on the Replacement Property Closing Date pursuant to the
KR Purchase Agreement. Notwithstanding the foregoing, amounts in the Exchange
Trust Account shall be paid to APC, and this trust shall terminate, only in
compliance with Treasury Regulation Section 1.1031(k)-1(g)(6).
Very truly yours,
AMERICAN PUBLISHING COMPANY OF
ILLINOIS
By: /s/ X. X. Xxxxxxxx
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Accepted and agreed to by:
CHICAGO DEFERRED EXCHANGE CORPORATION
By: /s/ Xxxxxx Xxxxxx
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THE CHICAGO TRUST COMPANY
By: /s/ Xxxx Xxxxxxxxxx-Xxxxxx
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