Congress ▇▇▇▇▇▇▇ Corporation
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇ ▇▇▇▇
December 31, 1996
Mr. ▇▇▇▇ ▇▇▇▇
▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Re: Guarantee and Waiver by Mr. ▇▇▇▇ ▇▇▇▇
("Guarantor") in favor of Congress ▇▇▇▇▇▇▇
Corporation ("Congress") with respect to Candies,
Inc. and Bright Start Footwear, Inc. (individually
and collectively, "Obligor"), Dated June 21, 1994
(as amended, the "Guarantee")
Dear ▇▇. ▇▇▇▇:
Reference is also made to the Amendments to Factoring Contract and Other
Factoring Agreements between Congress and each Obligor, dated the date hereof
(individually and collectively, the "Amendments").
This will confirm the agreement between Guarantor and Congress that the
Guarantee shall be and is hereby amended as of the date hereof (capitalized
terms used herein, which are not otherwise defined herein, shall have the
meanings ascribed thereto in the Amendments) by adding the following at the end
of the Guarantee:
"Notwithstanding anything to the
contrary set forth herein, (a)
Guarantor's liability hereunder shall not exceed
the sum of $1,500,000, plus after a demand for
payment by Factor pursuant to this Guarantee,
interest thereon at the rate provided in the
Factoring Contracts and collection expenses
incurred by Congress with respect thereto
(including reasonable attorneys' fees) and (b)
the Guarantee shall terminate, if no event of
default then exists
pursuant to either or both of the
Factoring Contracts, at such time
as no Overforumula Advances exist
pursuant to either or both of the
Factoring Contracts for a period of
thirty (30) consecutive days.
Except as hereinabove specifically provided, the Guarantee is ratified,
confirmed and extended.
Please indicate your agreement with the above by executing and returning
the enclosed copy of this letter to us.
Very truly yours,
CONGRESS ▇▇▇▇▇▇▇ CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: SVP
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ACCEPTED AND AGREED TO:
/s/ ▇▇▇▇ ▇▇▇▇
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▇▇▇▇ ▇▇▇▇
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