EXHIBIT 10.56
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▇▇▇▇▇▇ Corporation
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
July 8, 1998
Magten Asset Management Corp.
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Apollo Apparel Partners, L.P.
c/o Apollo Management, L.P.
1301 Avenue of the ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
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 ▇▇▇▇▇▇, as amended by that certain letter agreement, dated
June 1, 1998 (the "Letter Agreement"). Capitalized terms not otherwise
defined herein shall have their respective meanings set forth in the Letter
Agreement.
▇▇▇▇▇▇, Magten and Apollo hereby agree to amend the Letter Agreement
as follows:
1. Amendment of Section 4(b). Section 4(b) of the Letter Agreement is
hereby amended in its entirety to read as follows:
"b) the Exchange Offer shall not have commenced on or before
August 31, 1998; "
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: