EXHIBIT 10.25
AMENDMENT TO MANAGEMENT SERVICES AGREEMENT
This Amendment to Management Service Agreement (this "Amendment"),
dated as of November 25, 2003, is made by and among Xxxxxx Holding Co. (DE),
Inc., a Delaware corporation (the "Company") and Xxxxxxx Xxxxx & Partners, L.P.
(the "Manager").
WHEREAS, on or about June 11, 2003, the Company and the Manager entered
into a Management Services Agreement (the "Management Agreement"), in which the
Manager has agreed to provide certain management, consulting and financial
planning services to the Company; and
WHEREAS, the parties desire to amend certain provisions of the
Management Agreement as described below.
NOW, THEREFORE, in consideration of their mutual promises made herein,
and for other good and valuable consideration, receipt of which is hereby
acknowledged by each party, the parties, intending to be legally bound, hereby
agree as follows:
1. GENERAL SERVICES FEE. The first sentence of Section 2.1 of the
Management Agreement shall be deleted and replaced with the following sentence:
"In consideration of the General Services, the Company shall pay the
Manger an annual fee payable in cash equal to $900,000 (the "Annual Fee"),
provided, however, that the Annual Fee for the period from the date of this
Management Agreement through November 24, 2003 (the "Pro Rata Period"), shall
equal the product of $900,000 and a fraction, the numerator of which shall be
the number of days in the Pro Rata Period and the denominator of which shall be
365 (the "Pro Rata Fee")."
2. EXPENSES. Section 2.4 of the Management Agreement shall be
deleted and replaced with the following:
"2.4 Expenses. In addition to any fees to be paid to the Manager under
Sections 2.1, 2.2 and 2.3 hereof, the Company shall pay to Manager an annual
amount of $100,000, as reimbursement for expenses incurred by the Manager (the
"Expense Payment"), provided, however, that the Expense Payment for the Pro Rata
Period shall equal the product of $100,000 and a fraction, the numerator of
which shall be the number of days in the Pro Rata Period and the denominator of
which shall be 365. The Expense Payment for each twelve month period beginning
November 25, 2003 and thereafter until this Management Agreement is terminated
in accordance with Section 3.1, shall be paid in full on November 25 of each
such twelve month period. In addition to the Expense Payment, the Company shall
pay to, or on behalf of, the Manager, within 15 days of delivery of any invoice,
all reasonable out-of-pocket expenses incurred by the Manager in connection with
services rendered hereunder."
3. MISCELLANEOUS. All other terms and conditions of the
Management Agreement shall remain in full force and effect. All capitalized
terms used herein which are not defined herein have the meanings assigned to
those terms in the Management Agreement.
IN WITNESS WHEREOF, the parties have executed this Amendment on the
date first appearing above.
XXXXXX HOLDING CO. (DE), INC.
By:_________________________________
Name:
Title:
XXXXXXX XXXXX & PARTNERS, L.P.
By: LGP Management, Inc.
By:_________________________________
Name:
Title:
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