EXHIBIT 10.39
April 30, 1997
Empire Industries, Inc.
000 Xxxxxx Xxxxxx
Xxxxxxx, Xxxxx Xxxxxxxx
Reference is made to that certain Loan and Security Agreement (the
"Loan Agreement") dated as of May 29, 1996 among Empire Industries, Inc.
("Empire"), LaSalle National Bank, as collateral agent for itself ("LaSalle"),
BT Commercial Corporation, as a lender ("BTCC"), and each other lender now or
hereafter a party to the Loan Agreement (LaSalle, BTCC, and each such other
lender are sometimes collectively referred to as "Lenders"), BTCC as
administrative agent for all Lenders and all other Lenders. Capitalized terms
not otherwise defined herein shall have the meaning ascribed to such terms in
the Loan Agreement. Reference is further made to (a) that certain First
Amendment to Amended and Restated Loan and Security Agreement dated December 6,
1996 among Empire, Agents and Lenders (the "First Amendment") and (b) that
certain Consent and Second Amendment to Loan and Security Agreement dated
February 4, 1997 among Empire, Agents and Lenders (the "Second Amendment").
The parties hereto hereby agree as follows:
1. Pursuant to the First Amendment, a new subparagraph 13(n) was added
to the Loan Agreement, which required that Borrower receive an equity
contribution of at least $6,000,000 during the period from November 15, 1996 and
April 30, 1997, on terms and subject to conditions satisfactory to Agents and
Lenders. The parties hereto hereby agree to extend the date by which such equity
contribution must be received by Borrower from April 30, 1997 to May 31, 1997.
2. Pursuant to paragraph 2 of the Second Amendment, Agents and Lenders
agreed to negotiate with Borrower in good faith to set new covenant levels for
the covenants contained in Paragraphs 12(o) and 12(p) of the Loan Agreement, to
be effective beginning May 1, 1997, and further agreed that in the event such
negotiations did not result in an agreement, commencing May 1, 1997 the covenant
levels currently contained in Paragraphs 12(o) and 12(p) would be reinstated.
The parties hereto hereby agree to extend the date by which either such new
covenants shall become effective or the current covenants shall be reinstated
from May 1, 1997 to June 1, 1997.
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Except as expressly provided hereby, the Loan Agreement, as amended by
the First Amendment and the Second Amendment, shall remain unchanged and in full
force and effect in accordance with the terms thereof.
This letter shall not become effective until executed by all parties
hereto.
Very truly yours,
LASALLE NATIONAL BANK,
as Collateral Agent and a Lender
By /s/ Xxxxxx Xxxxxxxxxx
Its: Senior Vice President
Consented and agreed to this _____ day of ___________, 1997.
BT COMMERCIAL CORPORATION,
as Administrative Agent
and a Lender
By ____________________
Its: __________________
CONGRESS FINANCIAL CORPORATION
(CENTRAL), as a Lender
By ____________________
Its: __________________
THE CIT GROUP/CREDIT FINANCE, INC.,
as a Lender
By: ___________________
Its: _________________
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FINOVA CAPITAL CORPORATION,
as a Lender
By ___________________
Its: ________________
Accepted and agreed to this ____ day of _________ 1997.
EMPIRE INDUSTRIES, INC.
By ___________________
Its: ________________
The undersigned Guarantor hereby acknowledges that it has read the
foregoing letter and all previous amendments and modifications of the Loan
Agreement and hereby reaffirms its guaranty of the obligations of the Borrower
this ___ day of _______, 1997.
EMPIRE OF CAROLINA, INC.
By __________________
Its ________________
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