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EXHIBIT 10.48
Current Asset Management Group
Heller Financial, Inc.
505 North Brand Boulevard
Glendale, California 91203-1903
818 409 8600
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HELLER FINANCIAL
November_____, 1997
Jalate, Ltd.
1675 S. Alameda Street
Los Angeles, CA 90021
RE: Agreement to Issue Supplier and/or Factor Guaranties
Gentlemen:
We refer to all of the factoring arrangements by and between you and HELLER
FINANCIAL, INC. ("Heller") including, without limitation, that certain
Collection Date Factoring Agreement dated June 30, 1997, as amended from time to
time (collectively called the "Factoring Agreements").
You have requested certain additional financing accommodations from us to assist
you in purchasing merchandise from certain suppliers for use in your current
line of business.
This letter agreement (this "Agreement") will confirm our mutual understanding
and agreement pursuant to which Heller, in its sole discretion, may guaranty in
favor of your suppliers and/or factors of such suppliers your payment at
maturity of invoices representing merchandise delivered to you in conformity
with your purchase order specifications therefor, subject to the following terms
and conditions:
1. Invoices shall be drawn for valid purchases of merchandise by you,
timely delivered to you in conformity with your specifications therefor
and shall be payable not more than sixty (60) days from the respective
dates thereof.
2. You will notify Heller simultaneously of your issuance of purchase
orders for merchandise to be purchased from suppliers who require
Heller's guaranty, and absent the occurrence of an event of default by
you under the Factoring Agreements, Heller will confirm, by writing
acceptable to Heller, Heller's guaranty of your payment at maturity.
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Jalate, Ltd.
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HELLER FINANCIAL
3. No extensions, modifications or amendments to, or settlements or
compromises of, invoices under guaranties issued by Heller shall be made
without Heller's prior written consent.
4. In the event that you fail to pay an invoice at maturity, the payment
of which Heller has guarantied, and Heller is called upon to pay the
invoice in accordance with its guaranty, all such payments made by
Heller shall be considered to be advances under the Factoring Agreements
and shall bear interest at the rate provided in the Factoring
Agreements.
5. If requested by Heller, you shall promptly execute and deliver to
Heller demand promissory notes evidencing any or all of your obligations
and indebtedness to Heller hereunder, and you shall execute and deliver
such other instruments, documents and agreements as Heller shall require
from time to time to give effect hereto.
6. All of your obligations and indebtedness arising hereunder to Heller
shall be secured by all collateral now or hereafter assigned, pledged or
granted to Heller by you under the Factoring Agreements or any other
agreement between us. You acknowledge that Heller shall also be entitled
to establish reserves in the aggregate amount of all guaranties
outstanding from time to time against amounts otherwise available to you
for Ledger Debt pursuant to subsection 2.5 of the Collection Date
Factoring Agreement.
7. For and in consideration of the issuance of the guaranties
contemplated herein, you agree to pay to Heller a monthly charge equal
to three percent (3.0%) per annum of the face amount of all guaranties
issued by Heller hereunder from the time such guaranties are issued by
Heller through the time Heller is released of liability thereunder.
8. It is understood and agreed that Heller's guaranties by separate
writing shall in no way be construed to create any liability,
obligations, warranty or representation on Heller's part with respect to
any matter other than your payment at maturity of the invoice to which
it relates.
9. You shall, on demand, reimburse Heller for any and all sums paid by
Heller under any guaranty issued for the benefit of your supplier and/or
the factor of your supplier, and you shall indemnify and hold
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Jalate, Ltd.
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HELLER FINANCIAL
Heller harmless from and against any and all liability, loss, costs,
fees and expenses, including attorneys' fees, that Heller may sustain or
incur in connection with the issuance or enforcement of any such
guaranty. Your obligation to reimburse and indemnify Heller shall be
conclusive but shall not prejudice any rights you may have against any
other person in the event that you dispute liability of the obligations
guarantied by us.
10. Your execution of this Agreement shall be a continuing authorization
and direction to Heller to pay any claim presented with respect to any
guaranty issued by Heller pursuant to this Agreement from any of your
funds in the hands of or under the control of Heller and such payment
shall be considered made for your benefit and at your request.
11. This Agreement may be terminated by Heller at any time and shall be
effective upon Heller's giving notice of termination, provided, however,
that such termination shall not affect the rights and obligations of the
parties hereto with respect to guaranties issued prior to the date of
such termination.
If the foregoing is acceptable to you, please so indicate by signing in the
place and manner provided below.
Sincerely yours, Accepted and Agreed:
HELLER FINANCIAL, INC. JALATE,LTD.
By: [SIG] By: [SIG]
_____________________________ ______________________________
Title: V.P. Title: V.P. FINANCE & CFO
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