RELEASE OF GUARANTY
(Apple Group Loans)
Reference is made to the Amended, Restated And Consolidated Loan And
Security Agreement ("Loan Agreement") dated March 24, 1999, by and among
CONGRESS FINANCIAL CORPORATION (CENTRAL) ("Congress"), as a Lender, with an
office at 000 Xxxxx Xxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. FINOVA
CAPITAL CORPORATION ("FINOVA"), as a Lender, with an office at 000 Xxxxx Xxxxxx
Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, LASALLE NATIONAL BANK, a national
banking association (in its individual capacity, "LaSalle"), 000 Xxxxx XxXxxxx
Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0 105, for itself, and as Agent for all Lenders
that are parties to the Loan Agreement, as the same has been amended from time
to time, (including amendments contemporaneous with the execution of this
Release of Guaranty), pursuant to which the Lenders granted credit and made
loans to APPLE SPORTS, INC. ("Apple"), Xxx Xxxxxxxx Xxxxx, Xxxxxxxxxx, Xxx Xxxx
00000, APPLE GOLF SHOES, INC. ("Golf'), Xxx Xxxxxxxx Xxxxx, Xxxxxxxxxx, Xxx Xxxx
00000, and XXXXXX SPORTS, INC. ("Xxxxxx"), Xxx Xxxxxxxx Xxxxx, Xxxxxxxxxx, Xxx
Xxxx 00000. Apple, Golf and Xxxxxx are sometimes referred to herein individually
as a "Borrower" and collectively as "Borrowers".
Pursuant to the Loan Agreement, EMPIRE INDUSTRIES, INC., a North
Carolina corporation ("Guarantor"), then an affiliate of Borrowers, executed and
delivered to the Lenders, a Guaranty of the indebtedness of the Borrowers
pursuant to the Loan Agreement dated March 24, 1999 (the "Guaranty").
In conjunction with the sale of the capital stock and certain Assets of
Apple, Golf and Xxxxxx by Empire Industries, Inc. to Apple Sports Acquisition,
Inc. Xxxxxx Sports Acquisition, Inc. and Apple Shoes Acquisition, Inc., as
authorized by the Order of the United States Bankruptcy Court for the Southern
District of Florida, in Case Numbers 00-35 179 and 00-35 180 - BKC-PGH dated
January 17, 2001 and the restructuring of the loans pursuant to the Loan
Agreement, LaSalle as Agent for itself, CONGRESS, and FINOVA and any and all
Lenders, hereby releases and discharges Guarantors (i) from any and all
liability or responsibility under the Guaranty and (ii) from any and all other
liabilities of Guarantors to the Agent or any of the Lenders evidencing or
securing any indebtedness of Borrower, and/or any of the respective affiliates
(other than Guarantors); and the same are completely and finally, without
recourse, discharged, satisfied and terminated and any Collateral securing such
of the foregoing released obligations is hereby released; provided, however,
that this Release of Guaranty has no effect whatsoever on the other obligations
of Empire Industries, Inc., in favor of the Lenders, including under the Loan
and Security Agreement dated May 26, 1996, by and between BTCC, as a lender, and
as administrative agent ("Administrative Agent") for all "Lenders" (as
hereinafter defined), with an office at 000 Xxxxx Xxxxxx Xxxxx, Xxxxxxx,
Xxxxxxxx 00000, LASALLE NATIONAL BANK, a national banking association, as a
lender and as collateral agent ("Collateral Agent") for all lenders, and EMPIRE,
a North Carolina corporation ("Borrower") as the same has been amended from time
to time (including amendments contemporaneous with the execution of this Release
of Guaranty. LASALLE represents, pursuant to the Loan Agreement and related loan
documents, that it is authorized to execute and deliver this Release of Guaranty
on behalf of all Lenders under the Loan Agreement.
IN WITNESS THEREOF, LaSalle has executed and delivered this Release of
Guaranty on behalf of and as Agent for all Lenders.
LASALLE NATIONAL BANK, N.A.
By: /s/ Xxxxxx Xxxxxxxxxx
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Xxxxxx Xxxxxxxxxx
Name
SVP
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Title
