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EXHIBIT 2.9
XXXXXXXXX INTERNATIONAL INC.
January 15, 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"), 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 III"), the Company, APAC-90, AP-91 and
APAC-95 (collectively, the Asset Purchase Agreements").
The parties have agreed that the Closing Date (as defined in the
Asset Purchase Agreement) shall be January 27, 1998. However, because it is
impracticable to prepare balance sheets or other financial statements as of that
Closing Date the parties have also agreed that (i) no financial statements are
required to be prepared as of the Closing Date (although financial statements
will be prepared in the ordinary course as of January 31, 1998) and (ii) the
determination of the 1998 Net Cash Position and the Estimated 1998 Net Cash
Position (each as defined in the Asset Purchase Agreements) shall be made with
respect to the period from December 31, 1997 through January 31, 1998, so that
the term "1998 Period" as used in each of the Asset Purchase Agreements shall be
deemed to refer the period from December 31, 1997 through January 31, 1998.
Very truly yours,
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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: /s/ Xxxxxxx X. Annick
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