THIRD AMENDMENT TO MANAGEMENT AND SERVICES AGREEMENT
THIRD
AMENDMENT TO
THIS
THIRD AMENDMENT TO MANAGEMENT AND SERVICES AGREEMENT (the “Third Amendment”) is
made this 1st
day of October, 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 (“Xxxxxx Publishing”), as amended by that certain First
Amendment to Management Services Agreement dated February 24, 2005, (the
“First Amendment”), as further amended by that certain Second
Amendment to Management Services Agreement dated May 16, 2008, (the “Second
Amendment”). All capitalized terms used in this Third Amendment and not
otherwise defined in this Third 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 and the Second Amendment,
in order to provide that the Xxxxxx Communications’ Fee and the MSTAR Solutions’
Fee existing prior to the Second Amendment shall be reinstated as of October 1,
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(e) of the Agreement is hereby deleted
in its entirety and is replaced by the
following:
“(e)
Notwithstanding the foregoing, for the period from May 1, 2008 to September 30,
2008, the Xxxxxx Communications’ Fee and the MSTAR Solutions’ Fee shall be Zero
Dollars ($0.00).”
Section
2.2(a)(iii) of the Agreement is hereby
deleted in its entirety and is replaced by the
following:
“(iii)
Notwithstanding the foregoing, no monthly payments shall be made with respect to
the months of May through September 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
|
|
By:
|
/s/
Xxxxx X. Xxxxxxxx
|
Print Name:
|
Xxxxx
X. Xxxxxxxx
|
Title:
|
Senior
Vice President of Finance
|
XXXXXX
PUBLISHING GROUP, LLC,
a
Georgia limited liability company
|
|
By:
|
/s/
Xxxxx X. Xxxxxxxx
|
Print Name:
|
Xxxxx
X. Xxxxxxxx
|
Title:
|
Senior
Vice President of Finance
|
MSTAR
SOLUTIONS, LLC,
a
Georgia limited liability company
|
|
By:
|
/s/
Xxxxx X. Xxxxxxxx
|
Print Name:
|
Xxxxx
X. Xxxxxxxx
|
Title:
|
Senior
Vice President of Finance
|
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