▇▇▇▇▇▇ Corporation
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
June 1, 1998
Magten Asset Management Corp.
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Apollo Apparel Partners, L.P.
c/o Apollo Management, L.P.
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Mr. ▇▇▇▇▇▇ ▇▇▇▇
▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇
Re: ▇▇▇▇▇▇ Corporation ("Salant")
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Gentlemen:
Reference is made to that certain letter agreement, dated March 2,
1998, by and among Magten Asset Management Corp., as agent on behalf of
certain of its accounts ("Magten"), Apollo Apparel Partners, L. P.
("Apollo") and ▇▇▇▇▇▇ (the "Letter Agreement"). Initially capitalized terms
not otherwise defined herein shall have their respective meanings as set
forth in the Letter Agreement.
▇▇▇▇▇▇, ▇▇▇▇▇▇ and ▇▇▇▇▇▇ hereby agree to amend the Letter Agreement
as follows:
1. Amendment to Section 2(d). Section 2(d) of the Letter Agreement is
hereby amended by adding "(i)" immediately prior to the phrase "promptly
following" in the third line thereof and adding the following language
immediately prior to the proviso contained in such section: ", and (ii)
promptly following August 31, 1998, directing the Indenture Trustee to
forbear during the term of this Letter Agreement from taking any action in
connection with the failure by ▇▇▇▇▇▇ to make the interest payment on the
Senior Notes that is payable on August 31, 1998, including, without
limitation, the exercise of any of the Indenture Trustee's rights under the
Senior Note Indenture arising by virtue of such failure."
2. Amendment of Section 4. Section 4 of the Letter Agreement is hereby
amended by adding the phrase "(subject to the proviso in Section 4(g)
hereof)" immediately following the phrase "Magten's obligations hereunder
shall" in the first line thereof.
3. Amendment of Sections 4(a), 4(b) and 4(c). Sections 4(a), 4(b) and
4(c) of the Letter Agreement are hereby amended in their entirety to read
as follows:
"(a) ▇▇▇▇▇▇ shall not have obtained the requisite shareholder
consent at the Special Meeting (as such term is defined in
the Term Sheet) on or before November 30, 1998;
(b) the Exchange Offer shall not have commenced on or before
July 15, 1998;
(c) the Effective Date (as such term is defined in the Term
Sheet) shall not have occurred on or before November 30,
1998;"
4. Amendment of Section 4(g). Section 4(g) of the Letter Agreement is
hereby amended by replacing the proviso at the end of such section in its
entirety with the following language: "provided, that, an Agreement
Termination Event arising pursuant to this Section 4(g) shall apply only
to, and shall result in the termination of Magten's obligations hereunder
solely with respect to, those Senior Notes as to which Magten's engagement
has been terminated or as to which such a disposal direction has been
issued, and further, provided, that such Agreement Termination Event shall
have no effect whatsoever on any of Magten's other obligations hereunder."
Except as hereinabove amended, the Letter Agreement remains in full
force and effect in accordance with its terms.
Please indicate your agreement to the foregoing by executing a copy of
this letter where indicated below and returning it to us.
Very truly yours,
▇▇▇▇▇▇ CORPORATION
By: /s/ ▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇
Title: EVP & General Counsel
Accepted and Agreed as of
the date first written above
MAGTEN ASSET MANAGEMENT
CORP., as agent on behalf of certain
of its accounts
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chairman
APOLLO APPAREL PARTNERS, L.P.
By: AIF II, L.P., its General Partner
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title:
