1
[▇▇▇▇▇▇ FINANCIAL LETTERHEAD]
January 14, 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
and 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.
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. Also, client will provide to ▇▇▇▇▇▇ a
consultant report from ▇▇▇▇▇▇▇ & Co., Inc. no later than close of business
January 31, 1999.
Except as herein or heretofore amended or supplemented, the Agreement
remains in full force and effect in accordance with its original terms and
conditions.
2
The Nahdree Group, Inc.
f/k/a The He-Ro Group, Inc.;
Nah Nah Collection, Inc.;
HRNL, Inc.
January 14, 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/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President
CONSENTED AND AGREED TO
this 14th day of January, 1999
THE NAHDREE GROUP, INC.
f/k/a The He-Ro Group, Inc.
By: /s/ ▇▇▇▇▇ ▇▇▇
--------------
▇▇▇▇▇ ▇▇▇
Chief Financial Officer
CONSENTED AND AGREED TO
this 14th day of January, 1999
NAH NAH COLLECTION, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇
--------------
▇▇▇▇▇ ▇▇▇
Chief Financial Officer
CONSENTED AND AGREED TO
this 14th day of January, 1999
HRNL, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇
--------------
▇▇▇▇▇ ▇▇▇
Chief Financial Officer
