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, N.Y. 10104
000-000-0000
Signal Apparel Company, Inc. ("Signal")
P. O. Box 4296
000 Xxxxxxxxxxxxx Xxxx
Xxxxxxxxxxx, XX 00000
The Shirt Shed, Inc. (Shirt Shed")
000 Xxxxx Xxxxx Xxxxxx
Xxxxxx, XX 00000
November 12, 1997
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 September 27, 1997.
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/ Xxxxx X. Xxxxxxxx
------------------------
Title: CEO
AGREED:
Shirt Shed, Inc.
By: /s/ Xxxxx X. Xxxxxxxx
------------------------
Title: CEO
BNYWAIVE.WPS
