Exhibit 10.8
[Applegate & Xxxxxxxx, Inc. letterhead]
June 13, 2003
Strictly Confidential
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CBD Media LLC
000 Xxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxx 00000
Re: Amendment to Letter Agreement
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Gentlemen:
The purpose of this Amendment (this "Amendment") is to amend that certain
letter agreement between Applegate & Xxxxxxxx, Inc. ("ACI") and CBD Media LLC
("CBD") (the "Letter Agreement") pursuant to which ACI has been engaged to
provide CBD advisory and other services on the terms and conditions set forth
therein.
1. Paragraph 1 of the Letter Agreement is hereby amended and
restated to read in its entirety as follows:
"Management Fees. CBD agrees to pay ACI a quarterly management fee of
$500,000 (the "Management Fee") for the services provided by ACI as more fully
described in the Letter Agreement. The Management Fee shall be payable by CBD to
ACI in cash in quarterly installments in advance at the beginning of each
calendar quarter, commencing on the date of the closing of the transactions (the
"Transaction") contemplated by that certain Purchase Agreement dated as of June
13, 2003 among CBD, CBD Finance, Inc., a Delaware corporation, and the Initial
Purchasers, as listed on the signature pages thereto, as amended (pro rated for
the portion of the calendar quarter from the closing date of the Transaction
through June 30, 2003) and each July 1, October 1, January 1 and April 1
thereafter during the term of Letter Agreement."
2. Except as expressly provided herein, the Letter Agreement is
unchanged and remains in full force and effect
3. Miscellaneous.
a. Applicable Law. This shall be governed by and construed in
accordance with the laws of New York without regard to the principles of
conflicts of law thereof.
b. Amendments. This Amendment may be amended, modified or
supplemented only by a written instrument executed by both parties.
c. Section and Other Headings. The section and other headings
contained in this Amendment are for reference purposes only and shall not affect
the meaning or interpretation of this Amendment.
d. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
together shall be deemed to be one and the same instrument.
e. Entire Agreement. This Amendment contains the entire
agreement and understanding between the parties hereto with respect to the
subject matter hereof and supersedes all prior and contemporaneous agreements,
negotiations, correspondence, undertakings and understandings, oral or written,
relating to such subject matters.
If the terms of our engagement as set forth in this Amendment are
satisfactory, kindly sign the enclosed copy of this Amendment and return it to
ACI.
Very truly yours,
Applegate & Xxxxxxxx, Inc.
By: /s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx
Its: President
Accepted:
CBD Media LLC
By: /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
Its: President
