BNY FINANCIAL CORPORATION
A WHOLLY OWNED SUBSIDIARY OF THE BANK OF NEW YORK
NEW YORK'S FIRST BANK - FOUNDED 1784 BY XXXXXXXXX XXXXXXXX
0000 XXXXXX XX XXX XXXXXXXX, XXX XXXX, X.X. 00000
000-000-0000
March 19, 1997
Signal Apparel Company, Inc. ("Signal")
P. O. Box 4296
000 Xxxxxxxxxxxxx Xxxx
Xxxxxxxxxxx, XX 00000
The Shirt Shed, Inc. (Shirt Shed")
000 X. Xxxxx Xxxxxx
Xxxxxx, XX 00000
Re: Our Factoring Agreement with Signal bearing the effective
date of May 23, 1991 as amended and supplemented (the "Signal
Agreement") Factoring Agreement with Shirt Shed bearing the
effective date of July 25, 1991 as amended and supplemented (the
"Shirt Shed Agreement") (the Signal Agreement and the Shirt Shed
Agreement herein collectively, the "Agreements")
Gentlemen:
We refer to each and both of the above mentioned Agreements
between ourselves on the one hand and Signal and Shirt Shed on
the other hand, and in particular to the covenants appearing
therein in subparagraphs 11 (a) (iii) thereof (herein the
"Tangible Net Worth Covenant"), 11 (a) (iv) thereof (herein the
"Working Capital Covenant") and 11 (a) (v) thereof (herein the
"Pre-Tax Operating Earnings Covenant"; together with the Working
Capital Covenant and the Tangible Net Worth Covenant, herein
collectively the "Covenants").
We hereby waive any default under the above Agreements to the
extent arising out of the failure of Signal and/or Shirt Shed to
be in compliance with the above specified Covenants as of
December 31, 1996.
Except to the limited extent set forth herein: (a) no waiver of
any other term, condition, covenant, agreement or any other
aspect of any of the Agreements is intended or implied; and (b)
except for the specific period of time and circumstances covered
by this letter, no other aspect of the Covenants referred to in
this letter is waived, including without limitation for any other
period or circumstance, and no such additional waiver is intended
or implied. This limited waiver is therefore limited exclusively
to the specific purposes and time period(s) for which it is
given.
If the foregoing is in accordance with your understanding, would
you kindly sign below to so indicate.
Very truly yours,
BNY FINANCIAL CORPORATION
By:/s/Xxxxx Xxxxxx
----------------------
Title: V.P.
AGREED:
SIGNAL APPAREL COMPANY, INC.
By:/s/Xxxxxxx X. Xxxxx
-------------------------
Title:
AGREED:
SHIRT SHED, INC.
By:/s/Xxxxxxx X. Xxxxx
-------------------------
Title:
