EXHIBIT 4.1
Source Interlink Companies, Inc.
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November 30, 2006
AEC Associates L.L.C.
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Gentlemen:
This letter is in connection with the Stockholders Agreement
by and between Source Interlink Companies, Inc., a Delaware corporation
("Source") and AEC Associates L.L.C., a Delaware limited liability company ("AEC
Associates"), dated as of February 28, 2005 (the "Stockholders Agreement"). As
you know, the Source Board of Directors has determined to reduce the number of
directors from 11 to 9 and has adopted certain changes to its By-Laws relating
to matters set forth in the Stockholders Agreement.
This letter agreement is to amend the Stockholders Agreement
so as to conform the Stockholders Agreement to such amended By-Laws.
Specifically, the parties hereby agree to eliminate and delete from the
Stockholders Agreement Sections 2.1, 2.2, 2.3, 2.4, 2.5 and 2.6, effective
November 30, 2006.
If you are in agreement with the foregoing, please sign and
return this letter which will constitute an agreement between us as to the
foregoing.
Very truly yours,
SOURCE INTERLINK COMPANIES, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Its: Interim Co-Chief Executive Officer
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AGREED AND ACCEPTED:
AEC ASSOCIATES L.L.C.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Its: Vice President and Secretary
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