MCC Letterhead]
[MCC Letterhead]
July 7, 2011
Xx. Xxxxx X. Xxxxx, Chief Financial Officer
Xxxxxx Publishing Group, LLC
000 Xxxxx Xxxxxx
Augusta, Georgia 30901
Xx. Xxxxx Xxxxxx
NIIT Media Technologies, LLC,
C/o NIIT Technologies, Inc.
0000 Xxxxxx Xxxxxx Xxxxxxx
5th Floor, Suite 500
Atlanta, GA 30338
Re: Master Services Agreement with NIIT Media Technologies, LLC (“NIIT”)
Dear Xx. Xxxxx and Xx. Xxxxxxx,
Reference is made to that certain Master Services Agreement (the “MSA”) dated July 7, 2011 between NIIT as “Provider” and Xxxxxx Publishing Group (“MPG”) and Xxxxxx Communications Company, LLC (“MCC”) jointly as the “Customer”. MPG and its subsidiaries are collectively referred to as the “Newspaper Entities”.
Reference is also made to that certain Management and Services Agreement between MCC, MStar Solutions, LLC and MPG, dated August 7, 2003 as amended from time to time and in force as on date (collectively the “Old Services Agreement”).
With respect to the MSA, this letter confirms that MCC xxxxxx agrees to pay to NIIT, and to indemnify the Newspaper Entities, for any liabilities for:
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Services, or liabilities related to Services, provided or attributable to MCC or its subsidiaries or any affiliated entity, other than the Newspaper Entities.
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Services, or liabilities related to Services, provided or attributable to the Newspaper Entities to the extent that payments for Services during any calendar year would otherwise exceed $22 million for (i) services under the Old Services Agreement, plus (ii) Services for the Newspaper Entities under the MSA that were formerly provided under the Old Services Agreement.
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With respect to the MSA, your acceptance of this letter confirms that MPG hereby agrees to pay NIIT for any liabilities for Services, or liabilities related to Services, provided or attributable to the Newspaper Entities, subject to the limitation above.
XXXXXX COMMUNICATIONS COMPANY, LLC
/s/
By: Xxxxx X. Xxxxxxxx
as its Senior Vice President - Finance
On behalf of Xxxxxx Publishing Group, LLC, the undersigned hereby acknowledges and accepts this letter agreement on this 7th day of July, 2011.
XXXXXX PUBLISHING GROUP, LLC
/s/
By: Xxxxx X. Xxxxx
as its Senior Vice President – Finance and
Chief Financial Officer
On behalf of NIIT Media Technologies, LLC, the undersigned hereby acknowledges and accepts this letter agreement on this 7th day of July, 2011.
NIIT MEDIA TECHNOLOGIES, LLC
/s/
By: Xxxxx Xxxxxxx
as its Director