EXHIBIT 10
May 23, 2001
Xx. Xxxxxx Xxxxxxxxxx
000 Xxxxxxx Xxxxxx
0xx Xxxxx
Xxx Xxxx, XX 00000-0000
Re: News Communications/Xxxxx Xxxxxxxxxxx
Dear Xxxxxx:
We refer to a certain letter agreement dated May 8, 2001 between News
Communications, Xxxxx Xxxxxxxxxxx and certain other stockholders of News
Communications, including the undersigned. The letter agreement contemplates a
potential transaction where a new entity in which Xx. Xxxxxxxxxxx would have a
50.1% ownership interest would acquire News Communications. As part of the
transaction certain holders of News Communications securities would receive
stock and subordinated notes of the new entity having an aggregate value of
$1.30 per share (the "Control Shareholder Consideration"). The remainder of the
holders of News Communications securities would be entitled to receive cash and
senior subordinated notes of the new entity also having a value of $1.30 per
share (the "General Shareholder Consideration").
You have advised us that, in addition to 24,000 shares of News
Communications $10 Convertible Preferred Stock, you are the owner of 150,000
shares of News Communications Common Stock and would like to receive the Control
Shareholder Consideration with respect to these shares. Since the terms of the
letter agreement cannot be changed at this time, the undersigned are willing to
exchange, on a pro rata basis (based upon the number of shares held by the
undersigned and affiliates), 150,000 shares of News Communications Common Stock
which would be entitled to receive the Control Shareholder Consideration for the
150,000 shares of News Communications Common Stock owned by you with respect to
which you would be entitled to receive the General Shareholder Consideration
(the "Exchange Shares").
The undersigned's obligation to make the foregoing exchange is
conditioned upon your execution of the letter agreement and the related waiver
of the right of the holders of the $10 Convertible Preferred Stock to designate
a majority of the members of the Board of News Communications. In addition, you
acknowledge and agree that the undertaking of X.X. Xxxxx Investment Banking
Corp. set forth in its May 8, 2001 letter to you shall not apply with respect to
any shares of the new entity received in respect to the Exchange Shares.
If the foregoing terms are acceptable to you, it would take place
immediately prior to the consummation of the consummation of the transaction
described above. Please acknowledge your acceptance of the foregoing by signing
where indicated below and returning the same, together with the letter agreement
and waiver, to the Xxxx X. Xxxxxxx at Xxxxx Xxxxxxx Xxxxxxx & Xxxxx LLP, 0000
Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
Very truly yours,
X.X. Xxxxx Investment Banking Corp.
By: /s/ X. Xxxxxx Xxxxx
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Name: X. Xxxxxx Xxxxx
Title: Chairman
/s/ Xxxxxx X. Xxxx, Xx.
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Xxxxxx X. Xxxx, Xx.
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
/s/ Xxxxx Xxxxxxxxxxx
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Xxxxx Xxxxxxxxxxx
ACCEPTED AND AGREED TO:
/s/ Xxxxxx Xxxxxxxxxx
Xxxxxx Xxxxxxxxxx
