EXHIBIT 10.57
June 11, 1997
Empire Industries, Inc.
501 Daniel Street
Tarboro, North Carolina
Re: Fourth Amendment to Loan and Security Agreement
Dear ____________________:
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"), (b) that certain Consent and Second Amendment to Loan and
Security Agreement dated February 4, 1997 among Empire, Agents and Lenders
(the "Second Amendment") and (c) that certain letter amendment dated April
30, 1997 among Empire, Agents and Lenders (the "Third 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. Pursuant to the Third Amendment, such period was extended to
May 31, 1997. The parties hereto hereby agree to extend the date by which
such equity contribution must be received by Borrower from May 31, 1997 to
June 30, 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. Pursuant to the Third Amendment the parties agreed to
extend the date for setting new covenant levels to June 1. The parties
hereto hereby agree to extend the date by which either such new covenants
shall become effective or the
Empire Industries, Inc.
June 11, 1997
Page 2
current covenants shall be reinstated from June 1, 1997 to July 1, 1997.
Except as expressly provided hereby, the Loan Agreement, as
amended, 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/ Robert Corsentino
--------------------------------
Its Senior Vice President
Consented and agreed to this 5th day of
June, 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 11th day of
June, 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 the Borrower this 11th day of
June, 1997.
EMPIRE OF CAROLINA, INC.
By /s/ Lawrence Geller
--------------------------------------------
Its Vice President and General Counsel