Sample Business Contracts

Letter Agreement re: Retail Factoring Agreement and Letter of Credit Agreement - Pivot Rules Inc. and Heller Financial Inc.

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                                                              November 14, 1997

Pivot Rules, Inc.
42 West 39th Street
New York, NY 10018


         We have reference to that certain Retail Collection Factoring
Agreement (the "Factoring Agreement") and Letter of Credit Agreement (the L/C
Agreement") between Pivot Rules, Inc. and Heller Financial, Inc. both having
the Effective date of April 28, 1992, as from time to time amended or modified
(collectively, the "Agreements").

         We hereby propose that, effective as of May 1, 1997, the Factoring
Agreement be amended as follows:

1. The advance rate set forth in Section 2.2 shall be increased to ninety
   percent (90%).

2. The factoring commission set forth in Section 2.3 shall be reduced to
   three-quarters of one percent (.75%).

3. The Interest Rate set forth in Section 3.1 shall be reduced to one percent
   (1%) plus the Base Rate.

4. The matured funds rate set forth in Section 3.2 shall be increased to the
   Base Rate minus one and three-quarters of one percent (1.75%).

         We also hereby propose that, effective as of the date hereof, the
second sentence of paragraph numbered 10 of the L/C Agreement be deleted and
replaced with the following sentence:

         "10....In addition to such bank charges, we shall pay to you
                 one-quarter of one percent (.25%) of the face amount of each
                 Letter of Credit or Guaranty upon the opening of same and
                 one-eighth of one percent (.125%) of their face amount thereof
                 upon the closing of each Letter of Credit or Guaranty."


     NOVEMBER 14, 1997
     PAGE 2

         Except as herein or heretofore amended or supplemented, the Agreements
remain in full force and effect in accordance with their original terms and

         If the foregoing correctly sets forth your and our 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,

                                          HELLER FINANCIAL, INC.

                                          By:    /s/ John D. Calabro SVP
                                          Name: John D. Calabro
                                          Title: Sr. V.P.

     This 18 day of November, 1997


     By:/s/ E. Kenneth Seiff
     Name: Kenneth Seiff
     Title: CEO

     By: Not Applicable