EXHIBIT 5
HPA ASSOCIATES, LLC
c/o Asset Management Associates of New York, Inc.
X.X. Xxx 0000
Xxxxxxxxxxx, XX 00000
June 18, 1997
EMPIRE OF CAROLINA, INC.
0000 Xxxxxx Xxxx
Xxxxxx Xxxxx, XX 00000
Attention: Xxxxxxxx Xxxxxx,
General Counsel and Secretary
Securities Purchase Agreement, dated as of May 5, 1997, as amended
by and among
Empire of Carolina, Inc., HPA Associates, LLC and EMP Associates LLC
Direction of Issuance
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Gentlemen:
We refer to the above-captioned agreement (the "Securities Purchase
Agreement") and to the following documents and instruments issued in connection
with the closings thereunder (terms used below that are defined in the
Securities Purchase Agreement having the same meaning herein).
1. Certificate for 2,887,504 Warrants issued to HPA on June 17,
1997;
2. Certificate for 20,000 Warrants issued to HPA on June 17,
1997;
3. Instruction Letter, dated June 18, 1997, pursuant to which HPA
has been allocated 1,176,250 Warrants in connection with the closing under the
Additional Financing;
4. Instruction Letter, dated June 18, 1997, pursuant to which HPA
has been allocated 73,750 Warrants in connection with the closing under the
Additional Financing;
5. Certificate for 230,000 shares of Series A Preferred Stock
issued to HPA on June 17, 1997;
EMPIRE OF CAROLINA, INC. 2
6. Certificate for 20,000 shares of Series A Preferred Stock issued
to HPA on June 17, 1997; and
7. Letter Agreement, dated June 18, 1997, by and between HPA, the
Company and Commonwealth Associates, Inc. ("Commonwealth") pursuant to which, at
the request of Commonwealth, HPA has agreed to transfer 38,000 shares of Series
A Preferred Stock and 38,000 Warrants to the Company for retransfer at the
direction of Commonwealth.
Pursuant to such documents and instruments described above, HPA is
entitled to receive 4,119,504 Warrants. You are hereby directed to issue
certificates for such Warrants as follows: 2,078,752 Warrants in the name of
Xxxxxxx X. Xxxxxx, 1,978,252 Warrants in the name of Xxxxx X. Xxxxx and 62,500
Warrants in the name of TelCom Partners L.P.
Pursuant to such documents and instruments described above, HPA is
also entitled to receive 212,000 shares of Series A Preferred Stock. You are
hereby directed to reissue, upon cancellation of the certificates for Series A
Preferred Stock referred to in items 5 and 6 above, certificates for shares of
Series A Preferred Stock as follows: 125,000 shares in the name of Xxxxxxx X.
Xxxxxx, 62,500 shares in the name of TelCom Partners L.P. and 24,500 shares in
the name of Xxxxx X. Xxxxx.
Very truly yours,
HPA ASSOCIATES, LLC
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
Managing Director
