EXHIBIT 10.112
▇▇▇▇▇▇▇ Chaus, Inc.; S.L. ▇▇▇▇▇▇▇▇ Acquisition, LLC; and
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Acquisition, LLC
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
March 31, 2004
The CIT Group/Commercial Services, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Re: NOTICE OF DEFACTORING
Ladies and Gentlemen:
Reference is made to that certain Restated Factoring Termination Agreement
("Termination Agreement") dated January 30, 2004, by and between, ▇▇▇▇▇▇▇ Chaus,
Inc. ("Chaus"), S.L. ▇▇▇▇▇▇▇▇ Acquisition, LLC ("▇▇▇▇▇▇▇▇ Acquisition"), ▇▇▇▇▇▇▇
▇▇▇▇▇▇ Acquisition, LLC ("CS Acquisition") and The CIT Group/Commercial
Services, Inc. ("CIT"). All capitalized terms not otherwise defined herein shall
have the meanings given to them in the Termination Agreement.
Pursuant to the terms and conditions of the Defactoring Arrangement set
forth in the Termination Agreement, we hereby notify you that Chaus and ▇▇▇▇▇▇▇▇
Acquisition elect to terminate the Chaus Factoring Agreement and the ▇▇▇▇▇▇▇▇
Factoring Agreement, respectively, effective as of March 31, 2004.
Except as expressly specifically provided herein, all of the
representations, warranties, terms, covenants and conditions of the CS Factoring
Agreement shall remain unamended and shall continue to be and shall remain, in
full force and effect in accordance with its terms. This letter agreement shall
be limited precisely as provided for herein and shall not be deemed an amendment
of, consent to or modification of any term or provision of the CS Factoring
Agreement or of any transaction or future action on your part requiring our
consent under the Factoring Agreement.
Kindly acknowledge your agreement with the terms hereof by signing where
indicated below. This agreement may be executed in any number of and by
different parties hereto, on separate counterparts, all of which when so
executed shall be deemed an original, but all such counterparts shall constitute
one and the same agreement. Any signature delivered by a party by facsimile
transmission shall be deemed to be an original signature hereto.
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Very truly yours,
THE CIT GROUP/COMMERCIAL SERVICES, INC.
as Lender
By: /s/▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
ACKNOWLEDGED AND AGREED:
▇▇▇▇▇▇▇ Chaus, Inc.
By: /s/▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Chief Financial Officer
S.L. ▇▇▇▇▇▇▇▇ ACQUISITION, LLC
By: /s/▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Chief Financial Officer
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ACQUISITION, LLC
By: /s/▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Chief Financial Officer
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