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[EXHIBIT 99.7]
[▇▇▇▇▇▇ Financial Letterhead]
January 27, 1999
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 ("▇▇▇▇▇▇").
This letter supersedes and replaces the waiver letter from ▇▇▇▇▇▇ to Client
dated January 14, 1999. Capitalized terms used herein and not otherwise defined,
shall have the meanings ascribed to them in the Agreement.
Client has advised ▇▇▇▇▇▇ that it is in violation of the Tangible
Net Worth covenant contained in subsection 7.10(a) of the Agreement for the
Fiscal Quarter ended November 30, 1998 (the "Existing Default"). Client has
requested that ▇▇▇▇▇▇ waive the Existing Default and ▇▇▇▇▇▇ hereby waives the
Existing Default. This is a limited waiver and shall not be deemed to constitute
a waiver of any other existing Default or any future breach of the Agreement or
any of the other Documents (including, without limitation, a breach of the
covenants causing the Existing Defaults for any period other than that specified
herein).
Client shall maintain Tangible Net Worth for December 1998 and
January 1999 of not less than $400,000.
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.
January 27, 1999
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 January, 1999
THE NAHDREE GROUP, INC.
f/k/a The He-Ro Group, Inc.
By: /s/ ▇▇▇▇ ▇. ▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇
Title: CEO
CONSENTED AND AGREED TO
this 27th day of January, 1999
NAH NAH COLLECTION, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇
Title: CEO
CONSENTED AND AGREED TO
this 27th day of January, 1999
HRNL, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇
Title: CEO
