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Exhibit 2(o)
DOCUMENT ESCROW AGREEMENT
The Xxxxx Companies
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This agreement is made and entered into October 24, 1996, among United
Magazine Company, an Ohio corporation ("UNIMAG"), The Xxxxx Companies, an Ohio
corporation ("XXXXX"), all of Xxxxx'x shareholders (individually, a "XXXXX
SHAREHOLDER" and collectively, the "XXXXX SHAREHOLDERS"), and Xxxxx & Xxxxxxxxx
("ESCROW AGENT").
BACKGROUND INFORMATION
A. Unimag, Xxxxx, and the Xxxxx Shareholders are parties to a Stock
Transfer and Exchange Agreement (the "EXCHANGE AGREEMENT") effective July 31,
1996, and certain other documents executed in connection with the transactions
contemplated by the Exchange Agreement (the "ADDITIONAL DOCUMENTS").
B. Unimag, Xxxxx, and the Xxxxx Shareholders desire to consummate the
Exchange (defined in the Exchange Agreement) and the other transactions
contemplated by the Exchange Agreement upon the satisfaction of certain
conditions (as described in Section 6.5 of the Exchange Agreement and as also
described more fully in this agreement).
C. Unimag, Xxxxx, and the Xxxxx Shareholders desire to deposit the
Additional Documents into escrow with the Escrow Agent, to be held by the Escrow
Agent upon the terms and subject to the conditions of this agreement. Any and
all agreements, instruments, and other documents delivered to Escrow Agent to be
held by it pursuant to the terms and subject to the conditions of this agreement
are sometimes referred to hereinafter, collectively, as the "CLOSING DOCUMENTS".
D. Escrow Agent is willing to serve as the escrow agent upon the terms
and subject to the conditions of this agreement.
STATEMENT OF AGREEMENT
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The parties to this Agreement (each a "PARTY," and collectively, the
"PARTIES") hereby acknowledge the accuracy of the above Background Information
and, in consideration of the mutual covenants and agreements set forth in this
agreement, the Parties agree as follows:
Section 1. Unless otherwise defined in this agreement, all capitalized
words and phrases in this agreement shall have the same meanings as set forth in
the Exchange Agreement.
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Section 2. Unimag, Xxxxx, and/or the Xxxxx Shareholders have executed
and/or delivered to Escrow Agent and Escrow Agent hereby acknowledges receipt of
the agreements and documents described on Exhibit A.
Section 3. Unimag has executed and/or delivered to Escrow Agent and
Escrow Agent hereby acknowledges receipt of the documents and instruments
described on Exhibit B.
Section 4. Xxxxx has executed and/or delivered to Escrow Agent and
Escrow Agent hereby acknowledges receipt of the documents and instruments
described on Exhibit C.
Section 5. The Xxxxx Shareholders have executed and/or delivered to
Escrow Agent and Escrow Agent hereby acknowledges receipt of the documents and
instruments described on Exhibit D.
Section 6. Unimag, Xxxxx, and/or the Xxxxx Shareholders, as the case
may be, may hereafter deliver to Escrow Agent various other agreements,
instruments, and other documents to be held upon the terms and subject to the
conditions of this agreement. Upon delivery of such items to Escrow Agent, they
shall become Closing Documents under this agreement.
Section 7. Promptly following the Escrow Closing, the Escrow Agent
shall take all necessary action to file or record the documents listed as item 2
of Exhibit B and as items 2 and 3 of Exhibit C in such offices as may be
required to properly perfect in favor of the Trustee the liens granted by item 1
of Exhibit B and items 1 and 3 of Exhibit C.
Section 8. Unless Unimag, Xxxxx, and the Xxxxx Shareholders all
otherwise agree and collectively instruct Escrow Agent in writing accordingly,
the delivery of the Closing Documents out of escrow shall be subject to the
fulfillment of the following conditions:
(a) Unimag shall have consummated the escrow closings of all
of the Xxxxxxx Companies Acquisitions and the acquisition of The Xxxxxx
X. Xxxxx News Co., Central News Co., and Newspaper Sales, Inc.
(collectively, the "XXXXX COMPANIES"). Unimag, Xxxxx, and the Xxxxx
Shareholders hereby acknowledge that the escrow closings for Northern
and Michiana have been completed prior to the Escrow Closing under the
Exchange Agreement and this agreement (hereinafter referred to as this
"ESCROW CLOSING") and that such escrow closings were upon terms and
conditions substantially similar to this Escrow Closing. This condition
shall be satisfied by delivery to Escrow Agent of certificates executed
by Unimag and each of Ohio Periodical Distributors, Inc., The Xxxxxxx
Companies, Wholesalers Leasing Corp., and Read-mor Book Stores, Inc.
(collectively, the "XXXXXXX COMPANIES") (for each of the respective
Xxxxxxx Companies Acquisitions), and by Unimag and each of the Xxxxx
Companies, in the form attached hereto as Exhibit E, certifying that
the escrow closing for each of the respective Xxxxxxx Companies
Acquisitions and for each of the respective Xxxxx Companies
acquisitions has been completed, the date completed, and that such
escrow closing was upon terms and conditions substantially similar to
this Escrow Closing. Each certificate shall also be
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executed by Xxxxx for the purpose of evidencing Xxxxx'x acknowledgement
and agreement to the certifications set forth in that certificate.
(b) The Exchange, the Michiana Acquisition, the Xxxxxxx
Companies Acquisitions (except for the acquisition of Read-mor Book
Stores, Inc.), and the Xxxxx Companies acquisitions shall have been
approved by the affirmative vote of the shareholders of Unimag entitled
to exercise voting power over at least a majority of the outstanding
common shares, without par value, of Unimag. This condition shall be
satisfied by delivery to Escrow Agent of a certificate executed by the
inspector of elections for this shareholders' meeting, in the form
attached hereto as Exhibit F, certifying that the Exchange, the
Michiana Acquisition, the Xxxxxxx Companies Acquisitions (except for
the acquisition of Read-mor Book Stores, Inc.), and the Xxxxx Companies
acquisitions were approved by the affirmative vote of shareholders
entitled to exercise voting power over at least a majority of the
outstanding common shares of Unimag.
(c) A 1 for 10 reverse stock split of the outstanding common
shares, without par value, of Unimag shall have been effected. This
condition shall be satisfied by delivery to Escrow Agent of a
certificate from the Ohio Secretary of State certifying the
effectiveness of an amendment to Unimag's articles of incorporation,
which has a provision providing for such reverse stock split.
(d) The Closings for Northern and Michiana, including the
delivery of documents from escrow in connection therewith, shall have
been completed. This condition shall be satisfied by delivery to Escrow
Agent of certificates executed by Unimag and each of Northern and
Michiana in the form attached hereto as Exhibit G, certifying that such
closings have been completed.
(e) The Escrow Agent shall have received a certificate
executed by Unimag and each of the Xxxxxxx Companies and by Unimag and
each of the Xxxxx Companies, in the form attached to this agreement as
Exhibit H, certifying that as of the date of the Closing, none of those
entities are aware of any facts or circumstances which would impede or
prohibit the consummation of the closings by Unimag of the acquisitions
of the Xxxxxxx Companies or the Xxxxx Companies.
(f) The Escrow Agent shall have received a certificate
executed by the Secretary of Unimag, in the form attached to this
agreement as Exhibit I, certifying that Xxxxx Xxxxx Xxxxx and Xxxxxxx
Xxxxx, Xx., have been elected to the Board of Directors of Unimag to
serve for a period of one year and until their successors are duly
elected and qualified.
Section 9. Upon the satisfaction of the conditions set forth in Section
8 by Escrow Agent's receipt of all of the certificates described in Section 8,
the Parties will attend the Closing (as contemplated by the Exchange Agreement)
and Escrow Agent will distribute (a) the Debenture Agreement counterpart
signature pages listed on Exhibit A and the Shareholder Voting Agreement
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counterpart signature pages listed as item 1 on Exhibit D to the Trustee with
instructions to distribute fully executed copies of the Debenture Agreement and
the Shareholder Voting Agreement (once all of the closings have been completed)
to (i) Xxxxxxxx X. Xxxxxxx (who shall represent Michiana and its shareholders
for purposes of receipt of such documents), (ii) Xxxxxxx Xxxxx, Xx. (who shall
represent Xxxxx and its shareholders for purposes of receipt of such documents),
(iii) Xxxxxx X. Xxxxxxx (who shall represent the Xxxxxxx Companies and their
shareholders for purposes of receipt of such documents), and (iv) Xxxxxx X.
Xxxxx (who shall represent the Xxxxx Companies and their shareholders for
purposes of receipt of such documents) (b) the documents listed as items 1 and 2
of Exhibit B to the Trustee; (c) the documents listed as items 1, 2, and 3 of
Exhibit C to the Trustee; (d) the remaining documents listed in Exhibit B to
Xxxxxxx Xxxxx, Xx. (who shall represent Xxxxx and all of the Xxxxx Shareholders
for purposes of receipt of such documents); and (e) the remaining documents
listed in Exhibits C and D to an officer of Unimag. If instructed to do so by a
party entitled to receive documents, the Escrow Agent may deliver such documents
to another person or entity. Unimag, Xxxxx, and the Xxxxx Shareholders hereby
acknowledge that the closings for Northern and Michiana shall have been
completed prior to the Closing and that the closings for the remaining Xxxxxxx
Companies Acquisitions and the Xxxxx Companies acquisitions will be held shortly
after the Closing.
Section 10. If all of the conditions set forth in Section 8 have not
been satisfied by December 31, 1996, or such later date as Unimag, Xxxxx, and
the Xxxxx Shareholders may agree to and so instruct Escrow Agent in writing,
then Escrow Agent shall (a) destroy the Closing Documents described in Exhibit
A, (b) return the Closing Documents described in Exhibit B to Unimag, except for
the Employment Agreements, lease for the Indianapolis warehouse facility,
opinion letter of Xxxxx & Xxxxxxxxx, Senior Debentures, Subordinated Debentures,
and resolutions of Unimag as the sole shareholder of Xxxxx, all of which the
Escrow Agent shall destroy, (c) return the Closing Documents described in
Exhibit C to Xxxxx, except for the opinion letter of Xxxxxxx & Xxxxx, which
Escrow Agent shall destroy, and (d) return the Closing Documents described in
Exhibit D to the Xxxxx Shareholders (via Xxxxxxx Xxxxx, Xx. as their
attorney-in-fact), except for the Voting Agreement, which the Escrow Agent shall
destroy; and all of the Closing Documents shall be deemed void and of no further
force and effect. In addition to the foregoing, the Exchange Agreement shall be
deemed terminated, but each of Unimag, Xxxxx, and the Xxxxx Shareholders shall
remain responsible for its or their costs and expenses associated with the
transactions contemplated by the Exchange Agreement in accordance with the
provisions of Section 9.10 of the Exchange Agreement.
Section 11. In the event of any dispute between or among any of the
Parties relating to distribution of the Closing Documents by Escrow Agent or any
other matter, Escrow Agent may submit the matter to any court of competent
jurisdiction in an interpleader or similar action. Any and all costs incurred by
Escrow Agent in connection therewith, including reasonable attorneys' fees and
costs, shall be shared equally by Unimag and the Xxxxx Shareholders. Escrow
Agent shall perform any acts ordered by any court of competent jurisdiction
without any liability or obligation to any other Party by reason of such act.
Section 12. Escrow Agent shall have no liability to any other Party, or
such Party's successor or assigns, or to any person or entity claiming under or
in the right of any other Party, based
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upon or on account of any action taken or omitted by Escrow Agent, unless such
action or omission shall have been the result of Escrow Agent's gross negligence
or intentional misconduct. Notwithstanding the foregoing to the contrary, in no
event shall the Escrow Agent be liable to any party for acting upon any notice,
request, consent, certificate, order, affidavit, letter, telegram, facsimile
transmission or other paper or document believed by Escrow Agent to be genuine
and correct and to have been signed or sent by the proper person or persons.
Unimag, Xxxxx, and the Xxxxx Shareholders shall, jointly and severally, hold
harmless and indemnify Escrow Agent from and against any and all losses,
liabilities, damages, claims, suits, actions, costs, and expenses (including
attorneys' fees) which may be asserted against or incurred by Escrow Agent as a
result of it serving as escrow agent under this agreement.
Section 13. Instructions to Escrow Agent shall be addressed to:
Xxxxx & Xxxxxxxxx
00 Xxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxx, Xxxx 00000
Attention: Xxxx Xxxxxxxx, Esq.
and shall be deemed to have been delivered to the Escrow Agent when delivered
personally, by facsimile (which is confirmed), mailed by registered or certified
mail (return receipt requested), or delivered to Federal Express, United Parcel
Service, or any other nationally recognized express delivery service.
Section 14. The Parties hereby: (a) designate the Court of Common Pleas
of Franklin County, Ohio, as a court of proper jurisdiction and venue for any
actions or proceedings relating to this agreement; (b) irrevocably consent to
such designation, jurisdiction and venue; and (c) waive any objections or
defenses relating to jurisdiction or venue with respect to any action or
proceedings initiated in the Court of Common Pleas of Franklin County, Ohio.
Section 15. The rights and obligations of the Parties under this
agreement shall be construed and resolved in accordance with the laws of the
State of Ohio, exclusive of conflict of laws principles. This agreement shall be
binding upon, inure to the benefit of, and be enforceable by and against the
respective successors and permitted assigns of the Parties. This agreement may
be executed in one or more separate counterparts, which, when read together,
shall be as fully-effective as a single, executed counterpart and all of which
shall constitute one and the same document.
Section 16. If the Escrow Agent receives a written notice from any of
the parties to this agreement of a dispute as to completion of any of the
conditions set forth in Section 8, and such notice is received prior to the
distributions from escrow set forth in Section 9, then Escrow Agent shall, until
such dispute is resolved, either submit the documents held in escrow to another
law firm selected by it to act as successor escrow agent, or deposit such
documents with a court of competent jurisdiction or continue to retain the
documents and act as Escrow Agent. In the event of such dispute, the escrow
documents shall be held by the Escrow Agent or its successor or the court until
otherwise directed in writing by agreement of the parties or otherwise directed
by a court
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of competent jurisdiction. In any such event, the parties agree that Xxxxx &
Xxxxxxxxx may continue to represent Unimag in any matter, including any dispute
under this agreement, and the parties hereby waive any conflict of interest of
Xxxxx & Xxxxxxxxx in that regard.
UNITED MAGAZINE COMPANY
By /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx, Chairman
THE XXXXX COMPANIES
By /s/ X. X. Xxxxx, Xx.
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X. X. Xxxxx, Xx., Pres.
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[Signatures continued on the following page.]
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THE XXXXX SHAREHOLDERS:
/s/ Xxxxxxxx Xxxxxxxx
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XXXXXXXX XXXXXXXX
/s/ Xxxxx X. Xxxxx
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XXXXX X. XXXXX
/s/ Xxxxxxxxx Xxxxxxxx
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XXXXXXXXX XXXXXXXX
/s/ Xxxxxxx Xxxxx
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XXXXXXX XXXXX
/s/ Xxxx Xxxxxxxx
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XXXX XXXXXXXX
/s/ Xxxx Xxxxx
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XXXX XXXXX
/s/ Xxxxx Xxxxx
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XXXXX XXXXX
/s/ Xxxxxxx X. Xxxxx, Xx.
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XXXXXXX X. XXXXX, XX.
/s/ Xxxxx Xxxx
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XXXXX XXXX
/s/ Xxxxxxx Xxxxx
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XXXXXXX XXXXX
/s/ Xxxxxxxx Xxxxx
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XXXXXXXX XXXXX
/s/ Xxxxxxx X. Xxxxx, Xx.
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XXXXXXX X. XXXXX, XX.
XXXXX & XXXXXXXXX
By /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx, Partner
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EXHIBIT A
DOCUMENTS DELIVERED BY UNIMAG, XXXXX,
AND/OR THE XXXXX SHAREHOLDERS
1. Debenture Agreement dated October 9, 1996, among Unimag, the Xxxxx
Shareholders, and certain other parties. (Includes counterpart
signature pages for only Unimag, the Trustee, and the Xxxxx
Shareholders. The remaining counterpart signature pages will be
provided in connection with the other escrow closings.)
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EXHIBIT B
DOCUMENTS DELIVERED BY UNIMAG
1. Two Security Agreements among Unimag, all of its active subsidiaries,
and the Trustee granting to the Trustee (for the benefit of the
Debenture Holders) a security interest in all tangible personal
property of Unimag and its subsidiaries.
2. 24 UCC-1 financing statements executed by Unimag (or one of its
subsidiaries) as debtor.
3. Employment Agreements with Xxxxxxx X. Xxxxx, Xx., Xxxx Xxxxxxxx, and
Xxx Xxxxxxx.
4. Employment Agreement with Xxxxxxx X. Xxxxx, Xx.
5. Lease dated October 24, 1996, between Unimag and Xxxxxxx X. Xxxxx, Xx.
for Indianapolis warehouse facility.
6. Certified articles of incorporation of Unimag.
7. Good standing certificate of Unimag.
8. Certified code of regulations of Unimag.
9. Incumbency certificate of Unimag.
10. Certificate of president of Unimag.
11. Certified board of directors resolutions.
12. Letters from shareholders of Unimag entitled to vote more than 50% of
Unimag common shares indicating they will vote in favor of the
Exchange.
13. Letter or copy of federal register notice from Federal Trade Commission
terminating HSR Act waiting period for the acquisition of Ohio
Periodical Distributors, Inc.
14. Letter of Xxxxxx Xxxxxxxx LLP with respect to tax effect on Unimag of
the Section 351 exchange.
15. Opinion letter of Xxxxx & Xxxxxxxxx.
16. Irrevocable instruction letter to Unimag's transfer agent for the
issuance of Unimag Shares to the Xxxxx Shareholders as required by the
Exchange.
17. Twelve Senior Debentures to be issued to the Xxxxx Shareholders under
the Debenture Agreement.
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18. Twelve Subordinated Debentures to be issued to the Xxxxx Shareholders
under the Debenture Agreement.
19. Resolutions of Unimag as the sole shareholder of Xxxxx electing new
directors and officers of Xxxxx (to be effective at the Closing).
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EXHIBIT C
DOCUMENTS DELIVERED BY XXXXX
1. Two Security Agreements between Xxxxx and the Trustee granting to the
Trustee (for the benefit of the Debenture Holders) a security interest
in all tangible personal property of Xxxxx.
2. 5 UCC-1 financing statements executed by Xxxxx, as debtor.
3. Two mortgages executed by Xxxxx as mortgagor granting to the Trustee a
mortgage and security interest in the real property located at 0000
Xxxxx Xxxxxx, Xxxxxx, Xxxx.
4. Certified articles of incorporation of Xxxxx.
5. Good standing certificate of Xxxxx.
6. Certified code of regulations of Xxxxx.
7. Incumbency certificate of Xxxxx.
8. Certificate of president of Xxxxx.
9. Certified board of directors resolutions.
10. Termination of Share Redemption Agreement among Xxxxx and the Xxxxx
Shareholders.
11. Opinion letter of Xxxxxxx & Xxxxx.
12. Resignations of all of the members of Xxxxx'x board of directors and
all of Xxxxx'x officers (to be effective as of the Closing).
13. Xxxxx'x minute books and other corporate records.
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EXHIBIT D
DOCUMENTS DELIVERED BY THE XXXXX SHAREHOLDERS
1. Shareholder Voting Agreement dated October 9, 1996, among the Xxxxx
Shareholders and certain other parties. (Includes counterpart signature
page for the Xxxxx Shareholders Xxxxxx X. Xxxxxxx, Xxxxx Xxxxxxx
Xxxxxxx, Ohio Periodical Distributors, Inc., Wholesalers Leasing Corp.,
Northern News Company, Read-mor Book Stores, Inc., and the Xxxxxxx
Companies. Signature pages for the Michiana Shareholders have been
delivered to the Escrow Agent in connection with the Michiana escrow
closing.)
2. Letter dated July 30, 1996, executed by the Xxxxx Shareholders
appointing Xxxxxxx Xxxxx, Xx. as attorney-in-fact for purposes of
executing and delivering Closing Documents.
3. Certificate of Xxxxxxx Xxxxx, Xx. as agent of the Xxxxx Shareholders.
4. All of the certificates for the Xxxxx Shares endorsed for transfer to
Unimag.
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EXHIBIT E
CERTIFICATE OF ESCROW CLOSING
[INSERT NAME OF XXXXXXX COMPANY OR XXXXX COMPANY]
The undersigned hereby certify, on behalf of [insert name of Xxxxxxx
Company or Xxxxx Company], and United Magazine Company, an Ohio corporation
("UNIMAG"), respectively, to Xxxxx & Xxxxxxxxx, which is the escrow agent under
a certain document escrow agreement dated August __, 1996 (the "XXXXX DOCUMENT
ESCROW AGREEMENT"), among Unimag, The Xxxxx Companies ("XXXXX"), all of Xxxxx'x
shareholders, and Xxxxx & Xxxxxxxxx, as follows:
1. The escrow closing (the "_________ ESCROW CLOSING")
contemplated by [insert description of appropriate acquisition
agreement] was completed on [insert date];
2. The _________ Escrow Closing was completed upon terms and
conditions substantially similar to the escrow closing
provided for in the Xxxxx Document Escrow Agreement.
[INSERT NAME OF XXXXXXX COMPANY
OR XXXXX COMPANY]
Date: _____________, 1996 By__________________________________
Print Name________________________
Its__________________________________
UNITED MAGAZINE COMPANY
Date: _____________, 1996 By__________________________________
Print Name________________________
Its__________________________________
[Acknowledgement on the following page.]
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ACKNOWLEDGEMENT
The undersigned hereby acknowledges and agrees, on behalf of Xxxxx,
that the certifications set forth in this certificate satisfy the requirements
of Section 8(a) of the Xxxxx Document Escrow Agreement.
THE XXXXX COMPANIES
Date: ______________, 1996 By__________________________________
Print Name________________________
Its__________________________________
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EXHIBIT F
CERTIFICATE OF INSPECTOR OF ELECTIONS
The undersigned, as the inspector of elections for the annual meeting
of shareholders of United Magazine Company, an Ohio corporation ("UNIMAG"), held
on ______________, 1996, hereby certifies to Xxxxx & Xxxxxxxxx that the
acquisitions described below have been approved by the affirmative vote of
shareholders entitled to exercise voting power over at least a majority of the
outstanding common shares of Unimag:
1. The Stock Transfer and Exchange Agreement among Unimag,
Michiana News Service, Inc. ("MICHIANA"), and all of its
shareholders and the acquisition of the stock of Michiana in
accordance with the terms of such exchange agreement;
2. The Stock Transfer and Exchange Agreement among Unimag, The
Xxxxx Companies ("XXXXX"), and all of its shareholders and the
acquisition of the stock of Xxxxx in accordance with the terms
of such exchange agreement;
3. The Asset Transfer and Exchange Agreement between Unimag and
Northern News Company ("NORTHERN") and the acquisition of
certain assets and liabilities of Northern in accordance with
the terms of such exchange agreement;
4. The Asset Transfer and Exchange Agreement between Unimag and
Ohio Periodical Distributors, Inc. ("OPD"), and the
acquisition of certain assets and liabilities of OPD in
accordance with the terms of such exchange agreement;
5. The Stock transfer and Exchange Agreement among Unimag, The
Xxxxxxx Companies ("XXXXXXX"), and all of its shareholders and
the acquisition of the stock of Xxxxxxx in accordance with the
terms of such exchange agreement; and
6. The Asset Transfer and Exchange Agreement between Unimag and
Wholesalers Leasing Corp. ("WHOLESALERS") and the acquisition
of certain assets of Wholesalers in accordance with the terms
of such exchange agreement; and
7. The Stock Transfer and Exchange Agreement among Unimag, the
Xxxxxx X. Xxxxx News Company, Central News Co., and Newspaper
Sales, Inc. ("XXXXX"), and all of its shareholders and the
acquisition of the stock of Xxxxx in accordance with the terms
of such exchange agreement.
Date: _____________, 1996 ____________________________________
_________________, Inspector of Elections
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EXHIBIT G
CERTIFICATE OF CLOSING
The undersigned hereby certify, on behalf of [Northern News Company or
Michiana News Service, Inc.] and United Magazine Company, an Ohio corporation
("UNIMAG"), respectively, to Xxxxx & Xxxxxxxxx, which is escrow agent under a
certain Document Escrow Agreement dated October __, 1996, among Unimag, The
Xxxxx Companies ("XXXXX"), all of Xxxxx'x shareholders, and Xxxxx & Xxxxxxxxx,
that the closing contemplated by [insert description of appropriate acquisition
agreement] was completed on [insert date].
[NORTHERN NEWS COMPANY or
MICHIANA NEWS SERVICE, INC.]
Date: _____________, 1996 By__________________________________
Print Name________________________
Its__________________________________
UNITED MAGAZINE COMPANY
Date: _____________, 1996 By__________________________________
Print Name________________________
Its__________________________________
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EXHIBIT H
CERTIFICATE REGARDING CONSUMMATION OF CLOSINGS
[ITEMS IN BOLD ITALIC PERTAIN TO XXXXX]
The undersigned hereby certify, on behalf of [United Magazine Company
("Unimag"), Wholesalers Leasing, Inc., Ohio Periodical Distributors, Inc., The
Xxxxxxx Companies and Readmor Book Stores, Inc. (collectively, the "Xxxxxxx
Companies"), respectively], [XXXXXX X. XXXXX NEWS COMPANY, CENTRAL NEWS CO., AND
NEWSPAPER SALES, INC. (COLLECTIVELY, THE "XXXXX COMPANIES")], to Xxxxx &
Xxxxxxxxx, which is escrow agent under a certain Document Escrow Agreement dated
October ___, 1996, among Unimag, the Xxxxx Companies ("Xxxxx") all of Xxxxx'x
Shareholders, and Xxxxx & Xxxxxxxxx, that the closings contemplated by the
[various stock or asset transfer and exchange agreements between Unimag and each
of the Xxxxxxx Companies] [STOCK TRANSFER AND EXCHANGE AGREEMENT BETWEEN UNIMAG
AND THE XXXXX COMPANIES] [were [WAS] completed on (insert date)] [will be
completed within ten (10) days after the date hereof, and none of the
undersigned are aware of any fact or circumstance presently existing which would
interfere with or postpone [any of such closings]].
UNITED MAGAZINE COMPANY
Date:__________________, 1996 By:_________________________________
WHOLESALERS LEASING, INC.
Date:__________________, 1996 By:_________________________________
OHIO PERIODICAL DISTRIBUTORS,
INC.
Date:__________________, 1996 By:_________________________________
THE XXXXXXX COMPANIES
Date:__________________, 1996 By:_________________________________
READ-MOR BOOK STORES, INC.
Date:__________________, 1996 By:_________________________________
[Signatures continued on following page.]
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[XXXXXX X. XXXXX NEWS COMPANY
DATE:_________________, 1996 BY:_________________________________]
[CENTRAL NEWS CO.
DATE:_________________, 1996 BY:_________________________________]
[NEWSPAPER SALES, INC.
DATE:_________________, 1996 BY:_________________________________]
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EXHIBIT I
CERTIFICATE REGARDING ELECTION OF DIRECTORS
The undersigned, the duly elected and acting Secretary of United
Magazine Company, an Ohio corporation ("UNIMAG"), hereby certifies to Xxxxx &
Xxxxxxxxx, which is escrow agent under a certain Document Escrow Agreement dated
October ___, 1996, among Unimag, The Xxxxx Companies ("XXXXX"), all of Xxxxx'x
Shareholders, and Xxxxx & Xxxxxxxxx, that at the annual meeting of shareholders
of Unimag held on [insert date], Xxxxx X. Xxxxx and Xxxxxxx X. Xxxxx, Xx. were
duly elected to the Board of Directors of Unimag to serve for a period of one
(1) year and until their successors are duly elected and qualified.
Date:____________________,1996 __________________________________
Secretary, United Magazine Company
