EXHIBIT 10.30
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March 29, 2005
Xxx X. Xxxxxxxx, III, Esquire
Executive Vice President and General Counsel
Landmark Communications, Inc.
000 X. Xxxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Re: Loan (the "Loan") by Landmark Communications, Inc. ("Landmark")
pursuant to that certain Amended and Restated Senior Secured Loan and
Security Agreement dated July 30, 2001, as amended (the "Loan
Agreement") and that certain Senior Secured Note dated July 30, 2001
(the "Note," and together with the Loan Agreement, the "Loan
Documents")
Dear Xxxxx:
As you know, shortly after Landmark made the Loan to CoolSavings,
Inc. ("we" or the "Company"), we disclosed to Landmark through exceptions
schedules to Borrower's Certificates several defaults by the Company under
the Loan Documents (the "Disclosed Defaults"). As a result, Landmark has
the right to demand immediate repayment of the Loan. Because of a cross-
default provision in the Company's certificate of incorporation (the
"Charter"), Landmark's affiliate, Landmark Ventures VII, LLC, also has the
right to make a Redemption Request under the Charter with respect to all of
its Series B Convertible Preferred Stock.
As an accommodation to the Company, we hereby request that during the
period from the date hereof to April 1, 2006 (such period, the "Forbearance
Period"), Landmark will suspend its right to use any of the Disclosed
Defaults as a basis for demanding immediate repayment of the Loan or making
a Redemption Request (the "Forbearance Accommodation").
This will confirm our mutual understanding that the Forbearance
Accommodation (i) shall not constitute a waiver by you of your right to
exercise rights and remedies based on the Disclosed Defaults after the
expiration of the Forbearance Period and (ii) shall not constitute a waiver
of your right at any time to exercise any of your other rights or remedies
under the Loan Documents or the Charter generally (it is our understanding,
however, that there are not presently any defaults, other than the
Disclosed Defaults, that give Landmark the right to demand immediate
repayment of the Loan or to make a Redemption Request). This will further
confirm that during the Forbearance Period interest shall continue to
accrue under the Note and dividends shall continue to accrue on the Series
B Convertible Preferred Stock (and be payable in accordance with the terms
of the Charter).
Please countersign this letter to confirm your agreement to make the
Forbearance Accommodation.
To induce you to make the Forbearance Accommodation, we hereby
reaffirm all of the Company's obligations to Landmark and Landmark Ventures
VII, LLC under the Loan Documents and Charter.
Thank you for your consideration of this request.
Very truly yours,
/s/ Xxxxxxx Xxxx
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Xxxxxxx Xxxx
President and CEO
SEEN AND AGREED:
Landmark Communications, Inc.
By: /s/ Xxx X. Xxxxxxxx, III
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Name: Xxx X. Xxxxxxxx, III
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Title: Executive Vice President
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