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Exhibit 99.5
[▇▇▇▇▇▇ Financial Letterhead]
August 27, 1998
The Nahdree Group, Inc.
f/k/a The He-Ro Group, Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Nah Nah Collection, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
HRNL, Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Gentlemen
Reference is made to that certain Factoring and Revolving
Inventory Loan Security Agreement having the Effective Date of December 24, 1997
(the "Agreement") entered into among THE NAHDREE GROUP, INC. F/K/A THE HE-RO
GROUP, INC., NAH NAH COLLECTION, INC. HRNL, INC. (collectively and severally
referred to as "Client"), the other Loan Parties and ▇▇▇▇▇▇ FINANCIAL, INC
("▇▇▇▇▇▇"). Capitalized terms used herein and not otherwise defined, shall have
the meanings ascribed to them in the Agreement.
This letter shall confirm that, effective as of May 31, 1998,
the Agreement was amended as follows:
1. Section 7.10(a) of the Agreement referring to Tangible Net
Worth was amended by: (i) deleting the amount for Fiscal Year
Ending May 31, 1998 and replaced with $1,600,000 and (ii)
deleting the amount for Fiscal Year Ending May 31, 1999 and
replaced with $2,300,000.
2. The amount set forth in Section 7.10(b) of the Agreement
referring to Working Capital was amended to ($515,000).
3. The amount set forth in Section 7.10(d) of the Agreement
referring to Capital Expenditure Limits was amended to
$450,000.
Except as herein or heretofore amended or supplemented, the
Agreement remains in full force and effect in accordance with its original terms
and conditions.
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The Nahdree Group, Inc.
f/k/a The He-Ro Group, Inc.,
Nah Nah Collection, Inc.,
HRNL, Inc.
August 27, 1998
Page 2
If the foregoing correctly sets forth Client's and ▇▇▇▇▇▇'▇
understanding, please sign the enclosed copy of this letter agreement in the
space provided and return such fully executed copy to the undersigned as soon as
possible.
Very truly yours,
▇▇▇▇▇▇ FINANCIAL, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
CONSENTED AND AGREED TO
this 27th day of August 1998
THE NAHDREE GROUP, INC.
f/k/a The He-Ro Group, Inc.
By :/s/ ▇▇▇▇▇ ▇▇▇
Name: ▇▇▇▇▇ ▇▇▇
Title: CFO
CONSENTED AND AGREED TO
this 27th day of August, 1998
NAH NAH COLLECTION, INC.
By:/s/ ▇▇▇▇▇ ▇▇▇
Name: ▇▇▇▇▇ ▇▇▇
Title: CFO
CONSENTED AND AGREED TO
this 27th day of August, 1998
HRNL, INC.
By:/s/ ▇▇▇▇▇ ▇▇▇
Name: ▇▇▇▇▇ ▇▇▇
Title: CFO
