EXHIBIT 10.6
[This Agreement now between Xxxxxx Circulation Company and Princeton
Publishing, Inc., as assignee of the addressees listed below.]
XXXXXX CIRCULATION COMPANY
Xxxxxx X. Xxxxxxxxx, Vice President, Finance and Operations
November 20, 1990
Woodhill Press, Inc.
Celeb Publishing
Adult Movie Review, Inc.
Lipstick Publishing, Inc.
Adult Mens Review, Inc.
Blueboy Incorporated
X. X. Xxxxx, Inc.
Focus Publishing Limited
Xxxxx Magazine Distribution Corp.
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xx. Xxxxx XxXxxxxxx
Dear Xx. XxXxxxxxx:
The purpose of this letter is to set forth terms on which
Xxxxxx Circulation Company ("Xxxxxx"), is willing to advance to
Woodhill Press, Inc., Celeb Publishing, Adult Movie Review, Inc.,
Lipstick Publishing, Inc., Adult Mens Review, Inc., Blueboy
Incorporated, X. X. Xxxxx, Inc., Focus Publishing Limited
and Xxxxx Magazine Distribution Corp., the sum of $50,000, as a Super
Advance (as such term is hereinafter defined).
The terms of the Super Advance is as follows:
1. The Distribution Agreement executed April 14, 1990 between
Xxxxxx and the Publishers (the "Distribution Agreement"), shall be and
hereby is amended to add the following new subparagraph E to Paragraph 12:
"E" SUPER ADVANCE. (i) For the purposes of this subparagraph E
(a) the term "Publisher" shall mean any one of Woodhill Press, Inc.,
Celeb Publishing, Inc., Adult Movie Review, Inc., Lipstick
Publishing, I nc., Adult Mens Review, Inc., Blueboy Incorporated,
X.X. Xxxxx, Inc., Focus Publishing Limited and Xxxxx Magazine
Distribution Corp., and any other publishers deemed to be included,
at any time, within the term Publisher (as that term is defined for
purposes of the Distribution Agreement), and (b) the term
"Publishers" shall mean each and every "Publisher" as that term is
defined in the subsection (i) (a), above.
(ii) From time to time during the term of this agreement, Xxxxxx
shall advance, on Publisher's written request, to such Publisher a
sum of money ("Super Advance") which shall not (a) exceed the
difference between one hundred percent (100%) of the aggregate amount
of Xxxxxx' estimates of final net sales for all issues of
Publications published by such Publisher for which there have not
been final settlements (as contemplated by Paragraph 13) and the
aggregate of all advances previously made hereunder for all
Publications published by such Publisher for which there have not
been final settlements, or (b) cause the aggregate of all advances
previously made hereunder for all Publications published by the
Publisher for which there have not been final settlements to exceed
one hundred percent (100%) of the aggregate amount of Xxxxxx'
estimates of final net sales for all issues of Publications published
by the Publisher.
(iii) Xxxxxx shall not be obligated to make a Super Advance unless
Xxxxxx and Publisher have agreed on the amount of the Super Advance,
the interest rate to be charged by Xxxxxx on the Super Advance, the
repayment date(s) of the Super Advance and such other terms thereof
as Xxxxxx may require.
(iv) In no event (a) shall the aggregate amount of Super Advances
outstanding at any time from any Publisher, including estimated
interest thereon through the anticipated repayment dates of same,
exceed the aggregate amount of funds estimated by Xxxxxx to be due
such Publisher in connection with Publications published by such
Publisher for which there have not been final settlements, or (b)
shall the aggregate amount of Super Advances outstanding at any time
from all of the Publishers, including estimated interest thereon
through the anticipated repayment dates of same, exceed the aggregate
amount of funds estimated by Xxxxxx to be due the Publishers in
connection with Publications published by the Publishers for which
there have not been final settlements.
(v) In the event any Publisher fails to make any of the repayments
of Super Advances due to Xxxxxx on its or their due dates, Xxxxxx
shall have the right without prior notice to any of the Publishers to
deduct any part or all of the unpaid Super Advances from any amounts
payable to the Publishers. In the event (a) the aggregate amount of
Super Advances outstanding from any Publisher including estimated
interest thereon, exceeds the aggregate amount of funds estimated by
Xxxxxx to be due such Publisher in connection with Publications
published by such Publisher for which there have not been final
settlements, or (b) the aggregate amount of Super Advances
outstanding from the Publishers including estimated interest thereon,
exceeds the aggregate amount of funds estimated by Xxxxxx to be due
the Publishers in connection with the Publications for which there
have not been final settlements, Xxxxxx shall have the right without
prior notice to any of the Publishers to deduct from any amounts
payable to any of the Publishers an amount which shall cause (y) the
aggregate amount of Super Advances outstanding from any Publisher
including estimated interest thereon (after such deduction is made)
to be less than the aggregate amount of funds estimated by Xxxxxx
(after such deduction is made) to be due such Publisher in connection
with Publications published by such Publisher for which there have
not been final settlements and (z) the aggregate amount of Super
Advances outstanding from the Publisher including estimated interest
thereon (after such deduction is made) to be less than the aggregate
amount of funds estimated by Xxxxxx (after such deduction is made) to
be due such Publishers in connection with the Publications for which
there have not been final settlements.
(vi) Each of the Publishers agrees to execute and deliver to Xxxxxx,
at any time there is a Super Advance outstanding, such documentation
as Xxxxxx might request to evidence a Publisher's obligation to repay
the Super Advance(s).
2. The $50,000 is to be repaid in consecutive equal monthly
installments of $10,000 beginning August 1, 1991, together with interest on
the unpaid balance at 2% over the prime rate of interest established from
time to time by Chemical Bank, X.X. Xxxxxx may, at any time, deduct,
subject to the terms of this letter agreement, repayments of the Super
Advances and the interest thereon from any payments or advances due under
the Distribution Agreement.
Please sign and date the enclosed copy of this letter on the lines
provided to indicate your consent to the terms set forth herein and your
willingness to be legally bound by them. Please return the dated and
executed copy to me.
Acknowledged and agreed:
WOODHILL PRESS, INC. XXXXXX CIRCULATION COMPANY
by: /s/ Xxxxx XxXxxxxxx By: /s/ Xxxxxx X. Xxxxxxxxx
CELEB PUBLISHING, INC. Title: V.P. Finance and
Operations
by: /s/ Xxxxx XxXxxxxxx Date: 11-20-90
ADULT MOVIE REVIEW, INC.
by: /s/ Xxxxx XxXxxxxxx
LIPSTICK PUBLISHING, INC.
by: /s/ Xxxxx XxXxxxxxx
ADULT MENS REVIEW, INC.
by: /s/ Xxxxx XxXxxxxxx
BLUEBOY INCORPORATED
by: /s/ Xxxxx XxXxxxxxx
X.X. XXXXX, INC.
by: /s/ Xxxxx XxXxxxxxx
FOCUS PUBLISHING, LIMITED
by: /s/ Xxxxx XxXxxxxxx
XXXXX MAGAZINE DISTRIBUTION CORP.
by: /s/ Xxxxx XxXxxxxxx
DATE: 11/20/90
