Exhibit 10.7
DIMAC CORPORATION
5775 PEACHTREE DUNWOODY ROAD, SUITE C-150
ATLANTA, GEORGIA 30342
March 31, 1999
MDC Management Company IV, LLC
65 East 55th Street
New York, New York 10022
Reference is made to that certain Advisory Services Agreement (the
"Advisory Services Agreement"), dated as of June 26, 1998, by and between DIMAC
Corporation (formerly DMAC Acquisition Corp.) (the "Company") and MDC Management
Company IV, LLC ("MDC IV").
MDC IV agrees that until the fees payable under the Advisory Services
Agreement are permitted to be made pursuant to that certain Amended and Restated
Credit Agreement (as amended supplemented or otherwise modified from time to
time, the "Credit Agreement"), dated as of October 22, 1998, by and among the
Company, as Borrower, DIMAC Holdings, Inc., as a Guarantor, the Lenders listed
therein, as Lenders, Credit Suisse First Boston, as Administrative Agent and
Arranger, Warburg Dillon Read LLC, as Syndication Agent, and First Union
National Bank, as Documentation Agent, then MDC IV shall not be paid such fees
but rather such fees shall accrue and shall be payable by the Company when
permitted by the Credit Agreement.
DIMAC CORPORATION
By: /s/ Scott P. Ebert
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Name: Scott P. Ebert
Title: Vice President and Controller
MDC MANAGMENT COMPANY IV, LLC,
a California limited liability company
By: /s/ George E. McCown
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Name: George E. McCown
Title: Managing Director
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