Side Letter Regarding Asset Exchange Agreement between Triple Crown Media, Gray Publishing, and Community First Holdings (April 2006)

Summary

Triple Crown Media, Inc., Gray Publishing, LLC, and Community First Holdings, Inc. entered into this side letter to clarify and modify certain terms of their Asset Exchange Agreement dated April 1, 2006. The parties agree to close the asset exchange as of the current date, with all related documents effective as of April 1, 2006. They also confirm that provisions regarding the collection of accounts receivable from the original agreement remain in effect. This letter is effective as of April 7, 2006.

EX-10.2 3 g00767k1exv10w2.htm EX-10.2 EX-10.2

EXHIBIT 10.2

SIDE LETTER REGARDING VARIOUS MATTERS

Triple Crown Media, Inc.
546 East Main Street
Lexington, Kentucky 40508

Gray Publishing, LLC
546 East Main Street
Lexington, Kentucky 40508

Community First Holdings, Inc.
3500 Colonnade Parkway, Suite 600
Birmingham, Alabama 35243


Re:		Asset Exchange Agreement dated as of April 1, 2006 (the “AEA”), among Triple Crown Media, Inc. (“Triple”), Gray Publishing, LLC (“Triple Sub”) and Community First Holdings, Inc. (“Holdings”)

Gentlemen:

We refer to the AEA which is dated as of April 1, 2006, and otherwise agree as follows:

1. The parties agree, for their mutual convenience, to close the exchange of assets as of the date hereof, notwithstanding anything to the contrary in the AEA, with all of the documents used in connection with the Closing to be effective as of April 1, 2006.

2. The provisions of Section 2.4 of the AEA remain operative relating to the collection of cash from accounts receivable (or otherwise) belonging to the other party.

This side letter is effective as of the 7^th day of April, 2006.

Community First Holdings, Inc.

By: /s/ DONNA BARRETT
Its: Authorized Representative

Triple Crown Media, Inc.

By: /s/ THOMAS J. STULTZ
Its: Authorized Representative

Gray Publishing, LLC

By: /s/ THOMAS J. STULTZ
Its: Authorized Representative