May 11, 2009
Lyrical Partners, L.P.
Soundpost Partners, LP
Gentlemen:
Reference is made to the Amended and Restated Term Sheet (the "Term Sheet")
dated November 19, 2008 between Springbok Capital Management, LLC, Soundpost
Partners, LP, Lyrical Partners, L.P. and Xxxxx Xxxxxxxxx. Capitalized terms used
herein and not otherwise defined have the meanings given to them in the Term
Sheet.
For ten dollars and other good and valuable consideration, the receipt and
adequacy of which hereby are acknowledged, Springbok, the Co-Venturing Parties
and Xxxxx Xxxxxxxxx agree as follows, effective immediately:
1. The fourth installment of the professional service fee payable by the
Co-Venturing Parties to Springbok shall be increased from $87,500 to
$196,000.
2. The Tag Along Rights provisions specified in the Term Sheet shall not
be in effect unless Springbok notifies the Co-Venturing Parties or the
Co-Venturing Parties notify Springbok, in writing, that such rights
shall resume.
In all other respects, the Term Sheet shall remain in full force and effect.
Very truly yours,
SPRINGBOK CAPITAL MANAGEMENT, LLC
By: /s/ Xxxxx Xxxxxxxxx
-----------------------
Xxxxx Xxxxxxxxx
AGREED AND ACCEPTED:
SOUNDPOST PARTERS, LP
By: /s/ Xxxxx Xxxxxx
---------------------
Xxxxx Xxxxxx
Managing Member
LYRICAL PARTNERS, L.P.
By: /s/ Xxxxxxx Xxxxxx
--------------------
Xxxxxxx Xxxxxx
Managing Partner
April 30, 2009
Lyrical Partners, L.P.
Soundpost Partners, LP
Gentlemen:
Reference is made to the Amended and Restated Term Sheet (the "Term Sheet")
dated November 19, 2008 between Springbok Capital Management, LLC, Soundpost
Partners, LP, Lyrical Partners, L.P. and Xxxxx Xxxxxxxxx. Capitalized terms used
herein and not otherwise defined have the meanings given to them in the Term
Sheet.
For ten dollars and other good and valuable consideration, the receipt and
adequacy of which hereby are acknowledged, Springbok, the Co-Venturing Parties
and Xxxxx Xxxxxxxxx agree that the payment specified in the Term Sheet equal to
5% of each of the Co-Venturing Parties' respective aggregate realized profits on
its MCG common stock, shall be determined using the closing price of MCG common
stock as of the date hereof. Based on that $1.76 per share closing price, the
payment shall be $307,368. There shall be no adjustment to this payment based
upon market fluctuations hereafter or on the profits actually realized by the
Co-Venturing Parties.
In all other respects, the Term Sheet shall remain in full force and effect.
Very truly yours,
SPRINGBOK CAPITAL MANAGEMENT, LLC
By: /s/ Xxxxx Xxxxxxxxx
-----------------------
Xxxxx Xxxxxxxxx
AGREED AND ACCEPTED:
SOUNDPOST PARTERS, LP
By: /s/ Xxxxx Xxxxxx
---------------------
Xxxxx Xxxxxx
Managing Member
LYRICAL PARTNERS, L.P.
By: /s/ Xxxxxxx Xxxxxx
--------------------
Xxxxxxx Xxxxxx
Managing Partner
