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EXHIBIT 2.3
EXCHANGE AGREEMENT
This Exchange Agreement ("AGREEMENT") is made as of this 21st day of
November, by and between American Publishing Company of Illinois (referred to
herein as "APC"), and Chicago Deferred Exchange Corporation (referred to herein
as "EXCHANGOR").
WITNESSETH:
WHEREAS, APC owns certain assets used or useful in the business of
publishing, marketing and distributing certain community newspapers as further
identified in Exhibit A (all of such assets are referred to collectively herein
as the "RELINQUISHED PROPERTY"); and
WHEREAS, APC has entered into that certain Asset Purchase Agreement,
dated November _, 1997, with Liberty Group Publishing, Inc. ("LG Entity"), Green
Equity Investors II, L.P. (as Guarantor), Liberty Group Operating, Inc.,
Xxxxxxxxx International Inc., APAC-90, Inc., American Publishing (1991) Inc. and
APAC-95, Inc. pursuant to which APC has agreed to sell the Relinquished Property
to LG Entity (the "LG PURCHASE AGREEMENT"); and
WHEREAS, Post-Tribune Publishing, Inc. ("POST-TRIBUNE") owns certain
assets used or useful in the operation of the newspaper known as The
Post-Tribune in Gary, Indiana (all of such assets are herein referred to as the
"REPLACEMENT PROPERTY"); and
WHEREAS, Xxxxxxxxx International, Inc. ("HII") has entered into that
certain Asset Purchase Agreement, dated October 17, 1997, among Xxxxxx-Xxxxxx,
Inc. ("KRI"), Post-Tribune and HII (the "KR PURCHASE AGREEMENT") pursuant to
which HII has agreed to purchase the Replacement Property from Post-Tribune; and
WHEREAS, HII has assigned its rights to acquire the Replacement Property
pursuant to the KR Purchase Agreement to APC; and
WHEREAS, it is the intention of the parties that Exchangor, subject to
the terms and provisions of this Agreement and acting as APC's qualified
intermediary, shall acquire the Relinquished Property from APC and transfer it
to LG Entity pursuant to the LG Purchase Agreement and shall acquire the
Replacement Property from Post-Tribune pursuant to the KR Purchase Agreement and
transfer it to APC; and
WHEREAS, it is the intention of the parties that (i) Exchangor
constitute a "qualified intermediary" as provided in the Qualified Intermediary
Safe Harbor of Treasury Regulation Section 1.1031(k)-1(g)(4), and (ii) the
acquisition by APC of the Replacement Property in exchange for the Relinquished
Property shall qualify as a "like-kind" exchange within the meaning of Section
1031 of the Internal Revenue Code of 1986, as amended (the "CODE"), and the
applicable regulations thereunder;
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NOW, THEREFORE, in consideration of the mutual promises herein
contained, APC and Exchangor agree as follows:
ARTICLE ONE
A. ASSIGNMENT OF LG PURCHASE AGREEMENT
1. APC agrees to transfer the Relinquished Property to Exchangor,
and Exchangor agrees to acquire the Relinquished Property upon the terms and
conditions set forth in this Agreement. The Relinquished Property shall be
transferred to Exchangor subject to the right of LG Entity to acquire the
Relinquished Property from the Exchangor pursuant to the terms of the LG
Purchase Agreement. The LG Purchase Agreement is attached hereto as Exhibit B
and in all events is incorporated herein by reference.
2. APC agrees to assign to Exchangor all of APC's rights to sell
the Relinquished Property to LG Entity and to receive the purchase price for the
Relinquished Property payable at the closing pursuant to the LG Purchase
Agreement, and Exchangor agrees to accept assignment from APC of such rights. No
other rights (including, without limitation, rights relating to indemnification)
and no obligations (other than the obligation to transfer the Relinquished
Property) pursuant to the LG Purchase Agreement will be assigned to Exchangor.
B. NOTICE TO LG ENTITY
APC represents that it will provide notice to LG Entity that APC's
rights in the LG Purchase Agreement have been assigned to Exchangor on or before
the Closing Date under the LG Purchase Agreement (the "RELINQUISHED PROPERTY
CLOSING DATE").
ARTICLE TWO
A. EXCHANGE CONSIDERATION
The consideration for the transfer of the Relinquished Property to
Exchangor shall be the transfer by Exchangor to APC of the Replacement Property.
B. ASSIGNMENT OF KR PURCHASE AGREEMENT
1. APC agrees to assign to Exchangor all of APC's rights in the
KR Purchase Agreement and Exchangor agrees to accept assignment from APC of
APC's rights in the KR Purchase Agreement. The KR Purchase Agreement is attached
hereto as Exhibit C and in all events is incorporated herein by reference. It is
understood and agreed by APC that Exchangor shall be under no obligation to
execute or take assignment of any contract, or to do any other act or thing
contemplated by this Agreement, the LG Purchase Agreement or the KR Purchase
Agreement without, in each case, receiving a written instrument from APC in form
and
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substance satisfactory to Exchangor, which written instrument shall contain such
directions, releases, representations, warranties and indemnities as Exchangor
shall reasonably require.
2. APC represents that it will provide notice to Post-Tribune and
KRI that APC's rights in the KR Purchase Agreement have been assigned to
Exchangor on or before the Closing Date under the KR Purchase Agreement (the
"REPLACEMENT PROPERTY CLOSING DATE").
C. LEASEHOLD INTERESTS
If any of the Replacement Property shall consist of a leasehold interest
in real property and the KR Purchase Agreement or the lease being assigned
thereunder shall require an assumption of the lessee's obligations under such
lease in connection with an assignment of such interest, then, in such event any
such lease shall provide that Exchangor shall be released of all obligations of
the lessee accruing from and after such assignment or, in lieu thereof, there
shall be delivered to Exchangor at the time of such assignment the agreement of
any such lessor to the effect that Exchangor shall be released of all
obligations accruing thereunder from and after such assignment. If the KR
Purchase Agreement or any transaction in connection therewith shall require
Exchangor to execute a lease as lessor thereof, such lease shall provide that in
the event of any transfer or conveyance of title, the lessor of the lease shall
be automatically freed and relieved, from and after the date of such transfer or
conveyance, of all personal liability as respects the performance of any
covenants or obligations on the part of lessor contained in the lease thereafter
to be performed.
D. RELINQUISHED PROPERTY EQUITY
For the purposes of this Agreement, the term "RELINQUISHED PROPERTY
EQUITY" is deemed to be $44,419,116 less the sum of the following items to the
extent provided in the LG Purchase Agreement: (i) the unpaid principal amount,
if any, on the Relinquished Property Closing Date, of the mortgage recorded
against the Relinquished Property that are being paid in connection with the
transfer of the Relinquished Property, and (ii) transactional items that relate
to the disposition of the Relinquished Property and appear under local standards
in the typical closing statement as the responsibility of the seller (e.g.
commissions, prorated taxes, recording charges, State, City or other transfer
taxes, mortgage taxes, and other governmental gains taxes, owner's title
insurance premium, lender's title insurance premium, escrow fees, messenger
fees, and exchange fees).
E. REPLACEMENT PROPERTY EQUITY
For the purposes of this Agreement, the term "REPLACEMENT PROPERTY
EQUITY" shall be an amount equal to 100% of the sum of the following items: (i)
the aggregate cash portion of the aggregate consideration required to be paid by
Exchangor under the KR Purchase Agreement and (ii) the cost to Exchangor of the
acquisition of all Replacement Property which shall include any mortgage taxes,
recording taxes, State, City or other transfer taxes, recording charges,
brokerage commissions, charges for title searches, title insurance, survey
costs, closing adjustments, letter of credit expenses, if any, and similar
charges and expenses including interest
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paid or incurred by Exchangor on sums above the Relinquished Property Equity
required to be borrowed by Exchangor simultaneously with the Closing under the
KR Purchase Agreement.
F. ADVANCED OR LOANED FUNDS
1. In no event shall Exchangor be required to advance sums in excess of
the Relinquished Property Equity on account of the purchase of Replacement
Property. APC shall have the right to (a) advance funds to Exchangor in the
event amounts in excess of the Relinquished Property Equity are required in
order to purchase the Replacement Property ("ADVANCED FUNDS"), or (b) locate and
designate a lender or lenders from which Exchangor shall borrow funds ("LOANED
FUNDS"), and in such event, Exchangor shall complete such borrowing upon terms
acceptable to APC, provided that Exchangor shall have no personal liability with
respect to such borrowing and shall not be required to execute any loan
documents which do not contain appropriate provisions exculpating Exchangor from
personal liability thereunder.
2. The Advanced Funds or Loaned Funds shall be delivered in immediately
available funds to Exchangor no later than the date such funds are required to
be paid pursuant to the KR Purchase Agreement. The term "mortgage" as used in
this Exchange Agreement shall include a trust indenture or deed of trust and the
term "note" shall include a bond.
G. EXCHANGOR FEE
As additional consideration for Exchangor's acquisition and transfer of
Replacement Property to APC, Exchangor shall receive an amount equal to
Exchangor's then current rate schedule. Exchangor shall also receive reasonable
compensation for any special services which may be rendered by Exchangor. Such
fees, charges and other compensation shall be paid to the Exchangor from the
Exchange Trust Account, as provided in this Agreement.
ARTICLE THREE
A. PRORATIONS
With respect to the Relinquished Property, the same apportionments and
adjustments shall be made as of the Relinquished Property Closing Date between
APC and Exchangor as are made between Exchangor and LG Entity pursuant to the LG
Purchase Agreement. With respect to the Replacement Property, the same
apportionments and adjustments shall be made as of the Replacement Property
Closing Date between APC and Exchangor as are made between Exchangor and
Post-Tribune pursuant to the KR Purchase Agreement.
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B. PAYMENTS
All adjustments and payments shall be made between APC and Exchangor as
of the Relinquished Property Closing Date or the Replacement Property Closing
Date, as the case may be, by either (i) good and sufficient certified check of
Exchangor or APC, as the case may be, drawn on a bank or banks which are members
of the New York Clearing House, or (ii) official check or checks of such
bank(s), or a combination of any such checks, or (iii) by wiring federal or
other immediately available funds.
C. DIRECT DEEDING
1. For purposes of this Agreement, a conveyance by APC to
Exchangor includes a direct conveyance from APC to LG Entity or its permitted
assigns pursuant to the LG Purchase Agreement, and a conveyance by Exchangor to
APC includes a direct conveyance from Post-Tribune to APC. Exchangor shall for
purposes of this Agreement be considered to have acquired the Relinquished
Property and transferred it to LG Entity and to have acquired the Replacement
Property and transferred it to APC, as provided by Treasury Regulation Section
1.1031(k)-1(g)(4)(iii) and 1.1031(k)-1(g)(4)(iv).
2. At no time shall Exchangor hold title to the Relinquished
Property. On the Relinquished Property Closing Date, APC shall convey title to
the Relinquished Property directly to LG Entity or its permitted assigns
pursuant to the LG Purchase Agreement to the terms and conditions set forth in
the LG Purchase Agreement. Immediately after the transaction described in the
previous sentence, Exchangor shall assign all of its rights under the LG
Purchase Agreement as the transferor or seller of the Relinquished Property that
survive the Relinquished Property Closing Date to APC.
3. At no time shall Exchangor hold title to the Replacement
Property. On the Replacement Property Closing Date, Post-Tribune shall convey
title to the Replacement Property directly to APC pursuant to the terms and
conditions set forth in the KR Purchase Agreement. Effective immediately after
the transaction described in the previous sentence, Exchangor shall assign all
of its rights under the KR Purchase Agreement as a transferee or purchaser of
the Replacement Property that survive the Replacement Property Closing Date to
APC.
ARTICLE FOUR
A. QUALIFIED EXCHANGE TRUST AGREEMENT
In order to secure Exchangor's obligations to purchase Replacement
Property and transfer it to APC, Exchangor shall enter into a QUALIFIED EXCHANGE
TRUST AGREEMENT as defined by IRC Regulation Section 1.1031(k)-1(g)(3)(iii) and
deposit the Relinquished Property Equity into a segregated account with THE
CHICAGO TRUST COMPANY, as Trustee, hereinafter referred to as
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"Trustee", The Initial Exchange Trust Account, together with accumulated income
therefrom, shall constitute the "EXCHANGE TRUST ACCOUNT".
B. MONEY FOR REPLACEMENT PROPERTY
Exchangor shall be entitled to withdraw funds from the Exchange Trust
Account in order (i) to make xxxxxxx money deposits on Replacement Property and
(ii) to pay the balance of the purchase price due on the purchase of the
Replacement Property. APC shall give detailed written notice to Exchangor no
less than one (1) business day prior to any disbursement by Exchangor. The
amount of the Exchange Trust Account shall be reduced by (x) the amount of any
withdrawals made by the Exchangor under this Agreement, and (y) the Exchangor's
fees and other expenses for which the Exchangor is entitled to be paid pursuant
to this Agreement.
C. ADDITIONAL RESTRICTIONS ON EXCHANGOR AND QUALIFIED EXCHANGE TRUST
IRC REGULATION SECTION 1.1031(k)-1(g)(6)
No amounts in the Exchange Trust Account, and no amounts held by
Exchangor, shall be paid, loaned, pledged or otherwise made available to APC
until APC has received the Replacement Property. The Exchange Trust Account
shall terminate on the day after the Replacement Property Closing Date (or as
soon thereafter as is practical) and The Chicago Trust Company shall, in
satisfaction of Exchangor's remaining obligations under this Agreement, pay any
remaining amount in the Exchange Trust Account to APC. Notwithstanding the
foregoing, amounts in the Exchange Trust Account or held by the Exchangor shall
be paid, loaned, pledged or otherwise made available to APC, and the Exchange
Trust Account shall terminate, only in compliance with Treasury Regulation
Section 1.1031(k)-1(g)(6).
D. INTEREST REPORTING
APC and Exchangor acknowledge and agree that Exchangor will report to
the Internal Revenue Service the income accumulated in the Exchange Trust
Account, and that such amount will be attributed to APC for Federal income tax
purposes.
ARTICLE FIVE
A. ADVANCES AND INDEMNITIES
If Exchangor shall make any advances or incur any expenses under this
Agreement, the KR Purchase Agreement or the LG Purchase Agreement or shall incur
any expenses by reason of being a party to any litigation in connection with or
arising out of any of the terms and provisions of this Agreement, the KR
Purchase Agreement or the LG Purchase Agreement; or if Exchangor shall be
compelled to pay any money on account of this Agreement, the KR Purchase
Agreement or the LG Purchase Agreement or otherwise, whether as a tax, or for
breach of contract, injury to person or property, or fines or penalties under
any law including,
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without limitation, under any federal, state or local law with respect to
environmental matters or hazardous wastes, or otherwise, APC agrees to pay to
Exchangor on demand, with interest at the Default Rate (as hereinafter defined),
the amount of all such advances or payments made by Exchangor, plus all of
Exchangor's out-of-pocket expenses and reasonable attorneys' fees. Exchangor
shall not be required to pay any funds being held in the Exchange Trust Account
or any part of it until all of such expenses, payments, or advances made or
incurred by Exchangor (including Exchangor's fees and costs) shall have been
paid, together with interest (at the Default Rate) where required hereunder.
Exchangor shall not be obligated to pay any money under this Agreement, the KR
Purchase Agreement or the LG Purchase Agreement to prosecute or defend any legal
proceeding involving this Agreement, the KR Purchase Agreement or the LG
Purchase Agreement unless it is furnished with sufficient funds or is
indemnified by APC to Exchangor's satisfaction. Notwithstanding anything to the
contrary contained in this Agreement, Exchangor shall be under no obligation to
disburse any part of the funds in the Exchange Trust Account if Exchangor
reasonably determines that it may be held accountable to any person or entity
for any amount of money or for any other damages or remedies, including those of
an equitable nature, unless it shall elect to do so and is furnished with
sufficient funds or is indemnified by APC to Exchangor's satisfaction.
B. NO PERSONAL LIABILITY
APC hereby agrees that Exchangor shall not be required to assume or bear
any personal obligation or liability in dealing with the Relinquished Property
or the Replacement Property, or the LG Purchase Agreement or the KR Purchase
Agreement or to make itself liable for any damages, costs, expenses, fines or
penalties relating or arising out of such properties or agreements. Exchangor
shall not be liable for any loss, liability, expense or damage to the
Replacement Property occasioned by its acts or omission in good faith and in any
event Exchangor shall be liable only for its own willful misconduct or gross
negligence, but not for honest errors of judgment. All contracts, agreements or
other instruments executed by Exchangor pursuant to this Agreement, the KR
Purchase Agreement or the LG Purchase Agreement shall, as to APC and any person
claiming by, through or under APC, be deemed to include a provision exculpating
Exchangor from any personal liability thereunder and limiting recourse to the
assets comprising the Replacement Property. APC hereby agrees that Exchangor
shall be held harmless and fully indemnified by APC for acting on behalf of APC
pursuant to the terms of this Agreement, the KR Purchase Agreement or the LG
Purchase Agreement and this indemnity shall survive the termination of this
Agreement. APC's designation of Exchangor to act on APC's behalf pursuant to the
terms of this Agreement is intended to conform to, and shall be construed in a
manner consistent with, Section 1031 of the Code and the regulations thereunder.
APC shall contribute such additional funds to Exchangor as shall be necessary to
protect Exchangor from any of the aforesaid liabilities or to enable Exchangor
to complete the conveyances of the Relinquished Property and the Replacement
Property.
C. FAILURE OF REPLACEMENT PROPERTY
Notwithstanding anything to the contrary contained herein, Exchangor
shall not be in default under this Agreement and shall not be liable for any
damages, losses or expenses incurred by APC, if: (i) Exchangor fails to take any
steps to borrow or locate funds to acquire
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the Replacement Property, or (ii) any Replacement Property fails to qualify as
"like-kind" property, or (iii) the transaction otherwise fails, for any reason,
to afford APC the benefits of Section 1031 of the Code.
D. AUTHORITY
1. APC represents and warrants to Exchangor that APC is duly
authorized to enter into this Agreement and to consummate the proposed
transactions contemplated hereunder.
2. Exchangor represents and warrants to APC that Exchangor is
duly authorized to enter into this Agreement and to consummate the proposed
transactions contemplated hereunder.
E. DUE DILIGENCE
Exchangor makes no representation or warranty that the exchange
contemplated by this Agreement, the KR Purchase Agreement or the LG Purchase
Agreement qualifies as a like-kind exchange within the meaning of Section 1031
of the Code. APC is solely responsible for all tax consequences arising out of
this Agreement, the KR Purchase Agreement or the LG Purchase Agreement. APC
hereby represents to Exchangor that it has obtained independent professional
advice from an attorney (or other advisors), who has reviewed this Agreement,
regarding federal, state and local tax, legal and practical consequences of the
transactions contemplated by this Agreement, the KR Purchase Agreement and the
LG Purchase Agreement, and APC acknowledges and expressly agrees that APC is not
relying on any advice of Exchangor with respect to any of the matters set forth
in this Agreement or as described under Section 1031 of the Code.
ARTICLE SIX
NOTICES
Any notice, designation, consent, approval or other communication
required or permitted to be given pursuant to the provisions of this Agreement
(referred to, collectively, as "NOTICE") shall be given in writing and shall be
sent by certified or registered mail, Federal Express, overnight courier, or
telecopier, addressed as follows:
IF TO APC:
c/o American Publishing Company
000 X. Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attn: Xx. Xxxxx Xxxxxxx
Fax: (000) 000-0000
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With a copy to:
Xxxxxxx X. Xxxxxx, Esq.
Xxxxxxxxx International Inc.
000 X. Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Fax: (000) 000-0000
IF TO EXCHANGOR:
Chicago Deferred Exchange Corporation
000 Xxxxx Xxxxx, Xxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000-0000
Fax: (000) 000-0000
Either party may, by Notice given in accordance with the provisions of this
Article Six, designate any further or different address to which subsequent
Notices shall be sent pursuant to the provisions of this Agreement. Any Notice
shall be deemed to have been given on the date such Notice shall have been
delivered. If such delivery shall be made on a Saturday, Sunday or holiday, said
Notice shall be deemed to have been given on the next succeeding business day.
ARTICLE SEVEN
A. DEFAULT RATE
For purposes of this Agreement and where expressly set forth herein, the
term "Default Rate" shall be deemed to mean the rate of interest then most
recently announced by First National Bank of Chicago, at Chicago, Illinois, as
its reference rate plus two percent (2%).
B. SUCCESSORS AND ASSIGNS; ENTIRE AGREEMENT
This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective heirs, executors, administrators,
successors, and except as otherwise herein provided, their assigns. This
Agreement shall not be transferred or assigned by APC without the prior written
consent of Exchangor. This Agreement, including all exhibits attached hereto and
documents to be delivered pursuant hereto, shall constitute the entire agreement
and understanding of the parties and, except for the Qualified Exchange Trust
Agreement, there are no other prior or contemporary written or oral agreements,
undertakings, promises, warranties or covenants not contained herein.
C. GOVERNING LAW
This Agreement shall be governed by and construed under the law of the
State of Illinois. This Agreement shall not be recorded or filed in the public
records of the State of Illinois or any
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other government or quasi-governmental body or office without prior written
consent of Exchangor.
D. FIRPTA CERTIFICATION
APC hereby certifies under penalties of perjury that APC is not a
"FOREIGN PERSON" as defined by Section 1445 of the Code and the regulations
promulgated thereunder, that APC's United States taxpayer identification number
is 00-0000000, and that APC's address is 000 X. Xxxxxx Xxxxxx, Xxxxxxx,
Xxxxxxxx 00000, and that APC is not subject to backup withholding,
E. FURTHER ASSURANCES
Each of the parties hereto shall hereafter execute and deliver such
further instruments and do such further acts and things as may be required or
necessary to carry out the intent and purposes of this Agreement and which are
not otherwise inconsistent with any of the terms of this Agreement.
F. RELATIONSHIP OF THE PARTIES
Nothing herein contained shall be construed or is intended to make
Exchangor and APC partners or joint venturers of one another and this Agreement
is not intended to and does not constitute or result in a partnership agreement.
This Agreement does not render Exchangor liable for the debts or obligations of
APC and Exchangor is acting solely on behalf of APC. APC's designation of
Exchangor to act on its behalf is intended to conform to, and shall be construed
in a manner consistent with, Section 1031 of the Code and the regulations
thereunder.
G. REMEDIES CUMULATIVE; WAIVER
All rights, privileges and remedies afforded Exchangor shall be deemed
cumulative and not exclusive and the exercise of any one of such remedies shall
not be deemed to be a waiver of any other right, remedy or privilege provided
for herein or available at law or in equity. No failure by Exchangor to
exercise, or delay by Exchangor in exercising, any right, remedy or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, remedy or privilege hereunder preclude any other or
further exercise thereof, or the exercise of any other right, remedy or
privilege. No notice to or demand on APC shall, in itself, entitle APC to any
other or further notice or demand in similar or other circumstances or
constitute a waiver of the rights of Exchangor under this Agreement.
H. THIRD PARTY BENEFICIARY
None of the provisions of this Agreement shall be for the benefit of or
enforceable by any creditor of the parties hereto or for the benefit of or
enforceable by any third party.
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I. SURVIVAL
The covenants and agreements contained in this Agreement, including,
without limitation, any indemnities contained herein shall survive the
termination of this Agreement and the consummation of the transactions
contemplated hereby. All representations, warranties, covenants and agreements
made herein or in any certificate or other document furnished to a party hereto
pursuant to or in anticipation of this Agreement shall be deemed to have been
relied upon by the party to whom such certificate or other document is furnished
notwithstanding any investigation heretofore or hereafter made, and shall
continue in full force and effect as long as there remains unperformed any
obligation hereunder.
J. ATTORNEY'S FEES
If Exchangor commences an action against or defends an action to enforce
any of the terms hereof or because of the purported breach of any of the terms
hereof, then Exchangor shall be entitled to receive from APC its reasonable
attorneys' fees and other costs and expenses incurred in connection with the
prosecution or defense of such action.
K. COUNTERPARTS
This Agreement may be executed in two or more identical counterparts,
each of which shall be deemed an original but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto set their hand and seals as of
the day and year first above written.
AMERICAN PUBLISHING COMPANY
OF ILLINOIS
By: /s/ X. X. Xxxxxxxx
-----------------------------
Name:___________________________
Title:__________________________
CHICAGO DEFERRED EXCHANGE
CORPORATION
By: /s/ Xxxxxx Xxxxxx
-----------------------------
Name: Xxxxxx Xxxxxx
--------------------------
Title: Vice President
--------------------------
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EXHIBIT A
ALL OF APC'S PUBLICATIONS AND PRINTING PRESSES IN THE FOLLOWING
LOCATIONS (OTHER THAN THOSE OWNED BY HII)
Location
Olney, Illinois
West Frankfort, Illinois
Canton, Illinois
Carmi, Illinois
Eldorado, Illinois
DuQuoin, Illinois
Flora, Illinois
Harrisburg, Illinois
Monmouth, Illinois
Albion, Illinois
Galesburg, Illinois
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