EXHIBIT 10.56
April 30, 1997
Empire Industries, Inc.
501 Daniel Street
Tarboro, North Carolina
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.
Except as expressly provided hereby, the Loan Agreement, as amended
by the First Amendment and 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 Lender
By /s/ Robert Corsentino
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Its Senior Vice President
Consented and agreed to this 2nd day of
May, 1997.
BT COMMERCIAL CORPORATION,
as Administrative Agent and a Lender
By /s/ Philip Isom
- ---------------------------------------
Its Associate
CONGRESS FINANCIAL CORPORATION
(CENTRAL), as a Lender
By /s/ Brett Mook
- ---------------------------------------
Its Vice President
THE CIT GROUP/CREDIT FINANCE, INC.,
as a Lender
By /s/ Terrance Shope
- ---------------------------------------
Its Vice President
FINOVA CAPITAL CORPORATION,
as a Lender
By /s/ Pete Martinez
- ---------------------------------------
Its Vice President
Accepted and agreed to this 30th day of
April, 1997.
EMPIRE INDUSTRIES, INC.
By /s/ Lawrence Geller
- ---------------------------------------
Its Vice President and General Counsel
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 Borrower this 30th day of
April, 1997.
EMPIRE OF CAROLINA, INC.
By /s/ Lawrence Geller
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Its Vice President and General Counsel