8-K Advanced Marketing Services

January 31, 2006


ADVANCED MARKETING SERVICES, INC. 5880 Oberlin Drive San Diego, California 92121 Attn: Curt Smith, 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 Wells Fargo Foothill, Inc.
("Agent"), as the arranger and administrative agent for the
Lenders.


Dear Curt:


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 t ...