[Xxxxx Fargo Foothill, Inc. letterhead]
January 31, 2006
ADVANCED MARKETING SERVICES, INC.
0000 Xxxxxxx Xxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
Attn: Xxxx Xxxxx, Chief Financial Officer
Re: Loan and Security Agreement, dated as of April 27, 2004 (as
amended and modified, from time to time, the "Agreement";
initially capitalized terms used but not defined herein shall
have the meanings ascribed to such terms in the Agreement), by
and among, on the one hand, Advanced Marketing Services, Inc,
Publishers Group, Incorporated and Publishers Group West,
Incorporated (collectively, "Borrowers"), and, on the other
hand, the lenders identified on the signatures pages to the
Agreement ("Lenders"), and Xxxxx Fargo Foothill, Inc.
("Agent"), as the arranger and administrative agent for the
Lenders.
Dear Xxxx:
Pursuant to Section 6.3(d) of the Agreement, Borrowers are required to
deliver to Agent, with copies to each Lender, certain consolidated financial
statements of Parent and its Subsidiaries for each fiscal year, audited by
independent certified public accountants. Borrowers hereby request and Agent and
the Lenders hereby agree, effective January 31, 2006 to (x) extend to February
28, 2006 the date that the Borrowers are required to deliver such financial
statements for Parent's fiscal year ending March 31, 2004, and (y) extend to May
31, 2006 the date that the Borrowers are required to deliver such financial
statements for Parent's fiscal year ending March 31, 2005.
Borrowers acknowledge and agree that their failure to satisfy all of
the above requirements of such Section prior to the above deadlines shall
constitute an Event of Default under the Agreement.
The waivers, amendments, and extensions herein are limited to the
specifics hereof, shall not apply with respect to any Default or Event of
Default, or any other facts or occurrences other than those on which the same
are based, shall not excuse future non-compliance with the Agreement, and,
except as expressly set forth herein, shall not operate as a waiver or an
amendment of any right, power, or remedy of Agent, nor as a consent to or waiver
of any further or other matter, under the Loan Documents.
This letter shall constitute a Loan Document and shall be subject to
the provisions regarding governing law, waiver of jury trial, jurisdiction and
venue applicable to the Agreement.
This waiver letter may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed and delivered shall be an original, but all of which shall together
constitute one and the same instrument. Delivery of an executed counterpart of
this letter by telefacsimile shall be equally as effective as delivery of an
original executed counterpart of this letter. Any party delivering an executed
counterpart of this letter by telefacsimile shall also deliver an original
executed counterpart of this letter, but the failure to do so shall not affect
the validity, enforceability or binding effect of this letter. This letter shall
be governed by the laws of the state of California applicable to contracts made
and to be performed in the state of California.
Advanced Marketing Services, Inc.
January 31, 2006
Page 2
Please sign and return to the undersigned a copy of this letter
confirming your receipt of this letter and your agreement to the extended
compliance date outlined herein.
Very truly yours,
XXXXX FARGO FOOTHILL, INC.,
as Agent and a Lender
By: /s/ Xxxxxx Xxxxxxx
-------------------------------------
Xxxxxx Xxxxxxx, Vice President
Advanced Marketing Services, Inc.
January 31, 2006
Page 3
ACKNOWLEDGED AND ACCEPTED:
ADVANCED MARKETING SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------------
Name Xxxxxx X. Xxxxx
----------------------------------------
Title: EVP & CFO
--------------------------------------
PUBLISHERS GROUP, INCORPORATED
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------------
Name Xxxxxx X. Xxxxx
----------------------------------------
Title: VP & CFO
--------------------------------------
PUBLISHERS GROUP WEST, INCORPORATED
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------------
Name Xxxxxxx X. Xxxxxx
----------------------------------------
Title: President
--------------------------------------
Advanced Marketing Services, Inc.
January 31, 2006
Page 4
LASALLE BUSINESS CREDIT, LLC
By:
-----------------------------------------
Name
----------------------------------------
Title:
--------------------------------------
MARATHON STRUCTURED FINANCE FUND L.P.
By: /s/ Xxxx X. Xxxxx
-----------------------------------------
Name Xxxx X. Xxxxx
----------------------------------------
Title: Director
--------------------------------------
CAPITALSOURCE FINANCE LLC
By: /s/ Xxxx Xxxxxx
-----------------------------------------
Name Xxxx Xxxxxx
----------------------------------------
Title: Portfolio Manager
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