SECOND AMENDMENT TO MANAGEMENT AND SERVICES AGREEMENT
SECOND
AMENDMENT TO
THIS
SECOND AMENDMENT TO MANAGEMENT AND SERVICES AGREEMENT (the “Second Amendment”)
is made this 16th
day of May, 2008, and amends that certain Management and Services Agreement
dated as of August 7, 2003, (the “Agreement”) by and between XXXXXX
COMMUNICATIONS COMPANY, LLC, a Georgia limited liability company (“Xxxxxx
Communications”), MSTAR SOLUTIONS, LLC, a Georgia limited liability company
(“MSTAR Solutions”) and XXXXXX PUBLISHING GROUP, LLC, a Georgia limited
liability company, as amended by that certain First Amendment to Management
Services Agreement dated February 24, 2005, (the “First Amendment”). All
capitalized terms used in this Second Amendment and not otherwise defined in
this Second Amendment shall have the meanings set forth in the
Agreement.
W
I T N E S S E T H
WHEREAS,
Xxxxxx Communications, MSTAR Solutions and Xxxxxx Publishing each desire to
amend the Agreement, as amended by the First Amendment, in order to provide that
both the Xxxxxx Communications’ Fee and the MSTAR Solutions’ Fee shall be Zero
Dollars ($0.00) from May 1, 2008, to December 31, 2008.
NOW,
THEREFORE, in consideration of the mutual covenants and agreements contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree to amend the Agreement as
follows:
ARTICLE
2
FEE
AND PAYMENT TERMS
Section
2.1 of the Agreement is hereby amended by adding the following new
paragraph (e):
“(e)
Notwithstanding the foregoing, for the period from May 1, 2008 to December 31,
2008, the Xxxxxx Communications’ Fee and the MSTAR Solutions’ Fee shall be Zero
Dollars ($0.00).”
Section
2.2(a) of the Agreement is hereby amended by the following new
subparagraph (iii):
“(iii)
Notwithstanding the foregoing, the no monthly payments shall be made with
respect to the months of May through December of 2008.”
As
amended hereby, the Agreement shall remain in full force and
effect.
(Signatures
continue on next page)
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IN WITNESS WHEREOF, the
parties have executed this Amendment as of the date first above
written.
XXXXXX
COMMUNICATIONS COMPANY, LLC, a Georgia limited liability
company
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By:
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/s/
Xxxxx X. Xxxxxxxx
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Print Name:
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Xxxxx
X. Xxxxxxxx
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Title:
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Senior
Vice President of Finance
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XXXXXX
PUBLISHING GROUP, LLC, a Georgia limited liability
company
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By:
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/s/ Xxxxx X. Xxxxxxxx | |
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Print Name:
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Xxxxx X. Xxxxxxxx | |
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Title:
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Senior
Vice President of Finance
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MSTAR
SOLUTIONS, LLC, a Georgia limited liability
company
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By:
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/s/
Xxxxx X. Xxxxxxxx
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Print Name:
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Xxxxx
X. Xxxxxxxx
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Title:
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Senior
Vice President of Finance
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