EXHIBIT 99.5
June 12, 2003
The Millbrook Press, Inc.
▇▇. ▇▇▇▇▇ ▇▇▇▇▇, President and CEO
▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Re: Loan and Security Agreement by and between The Millbrook Press, Inc.
(The "Borrower") and People's Bank (the Bank) dated December 14, 1995, which was
been amended and modified on June 17, 1997; June 10, 1998; January 8, 1999;
January 31, 2000; October 26, 2001; July 31, 2002; October 25, 2002 and December
4, 2002.
Dear ▇▇. ▇▇▇▇▇:
You have advised the Bank that The Millbrook Press, Inc. is not in compliance
with certain Financial Covenants contained in Section 6.13 of the above
referenced Loan and Security Agreement, as amended, for the periods ended
January 31, 2003 and April 30, 2003. You have requested that the Bank waive the
specific non-compliance of these Financial Covenants.
This letter is to advise you that People's Bank has agreed to your request to
waive the non-compliance with the Financial Covenants contained in Section 6.13
of the above referenced Loan and Security Agreement, as amended, for the periods
ended January 31, 2003 and April 30, 2003.
In consideration for granting this waiver request, the Borrower agrees that the
Bank may charge to the Borrower's account a waiver fee of $5,000 on June 13,
2003.
This waiver shall be effective only for the periods shown above and in no event
shall this waiver be deemed to be a waiver of any of the Bank's rights or
remedies with respect to any other event(s) of default now existing or hereafter
arising. In all other respects, the Loan and Security Agreement and related
documents, as amended, shall remain in full force and effect.
People's Bank The Millbrook Press, Inc.
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇. /s/ ▇▇▇▇▇ ▇▇▇▇▇
------------------------- -------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇ ▇▇▇▇▇
Assistant Vice President President and CEO
