FIRST AMENDMENT TO MANAGEMENT AND SERVICES AGREEMENT
Exhibit 99.2
FIRST AMENDMENT TO
MANAGEMENT AND SERVICES AGREEMENT
THIS FIRST AMENDMENT TO MANAGEMENT AND SERVICES AGREEMENT (the “Amendment”) is made this 24th day of February, 2005 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. All capitalized terms used in this Amendment and not otherwise defined in this 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 in order to provide for a potentially lower MSTAR Solutions’ Fee.
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(b) of the Agreement is hereby amended by replacing the existing language in its entirety with the following:
“(b) Effective January 1, 2005, the fee payable by Xxxxxx Publishing to MSTAR Solutions (“MSTAR Solutions’ Fee”) shall be the lesser of:
(i) Xxxxxx Publishing’s allocable share (based upon usage) of the actual annual costs of operations of MSTAR Solutions, including Third Party Costs, as allocated by Xxxxxx Communications; and
(ii) an amount equal to two and one-half percent (2-1/2%) of Xxxxxx Publishing’s annual total operating revenues.”
Section 2.2(a)(ii) of the Agreement is hereby amended by replacing the existing language in its entirety with the following:
“(ii) Within fifteen (15) days after the end of each calendar month (with appropriate pro-rata adjustments in the payment made to account
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for any partial months) during the Term, Xxxxxx Publishing shall pay MSTAR Solutions one-twelfth (1/12) of the lesser of two and one-half percent (2-1/2%) of its budgeted total operating revenues for the fiscal year or its allocable share of the budgeted total annual costs of operations of MSTAR Solutions, as allocated by Xxxxxx Communications. As soon as practical after the end of each fiscal year, Xxxxxx Publishing shall provide Xxxxxx Communications with a statement of its actual total operating revenues and MSTAR Solutions shall provide Xxxxxx Publishing with a statement of its actual total costs of operations along with Xxxxxx Publishing’s allocable share. If appropriate, Xxxxxx Publishing shall pay MSTAR Solutions the short-fall, or MSTAR Solutions shall pay to Xxxxxx Publishing the excess, between fee payments based upon budgeted amounts and actual fee payments based upon total operating costs or revenues.”
This Amendment shall be effective for purposes of the determination of the amount of the MSTAR Solutions’ Fee as of January 1, 2005, but shall not effect the fee for any prior periods..
As amended hereby, the Agreement shall remain in full force and effect.
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: |
Sr. Vice President |
(Signatures continue on next page)
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XXXXXX PUBLISHING GROUP, LLC, | ||
a Georgia limited liability company | ||
By: | /s/ Xxxxx X. Xxxxxxxx | |
Print Name: | Xxxxx X. Xxxxxxxx | |
Title: | Sr. Vice President | |
MSTAR SOLUTIONS, LLC, | ||
a Georgia limited liability company | ||
By: | /s/ Xxxxx X. Xxxxxxxx | |
Print Name: | Xxxxx X. Xxxxxxxx | |
Title: | Sr. Vice President |
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