November 11, 1998
Empire Industries, Inc.
000 Xxxxxx Xxxxxx
Xxxxxxx, Xxxxx Xxxxxxxx
Re: Seventh Amendment and Waiver of Events of Default
Gentlemen:
Reference is made to that certain Loan and Security Agreement (as
amended, the "Loan Agreement") dated as of May 29, 1996 among Empire Industries,
Inc., LaSalle National Bank as collateral agent and administrative agent
("Agent") for itself ("LaSalle") and each other lender now or hereafter a party
to the Loan Agreement (LaSalle and each such other lender are sometimes
collectively referred to as "Lenders").
Xxxxxxxx has informed Agent and Lenders that it has breached the
tangible net worth covenant set forth in Paragraph 12(o) of the Loan Agreement
as of September 30, 1998 (the "Existing Event of Default") and has requested
that Agent and Lenders agree (i) to waive the Existing Event of Default and (ii)
amend the tangible net worth covenant for the period from October 1, 1998
through June 30, 1999. Agent and Lenders are willing to do so on the terms and
subject to the conditions set forth herein. Capitalized terms not otherwise
defined herein shall have the meanings ascribed to such terms in the Loan
Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual
covenants and agreements set forth herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1. Agent and Lenders hereby waive the Existing Event of Default and
hereby agree that the Minimum Tangible Net Worth requirement set forth in
Paragraph 12(o) of the Loan Agreement shall be amended to be equal to Xxxxxxxx's
actual Tangible Net Worth as of September 30, 1998 as set forth in the financial
statements delivered with respect to such date, for the period from October 1,
1998 through June 30, 1999. Except as expressly amended hereby for the period
set forth above Paragraph 12(o) of the Loan Agreement shall remain unchanged.
2. Except as expressly agreed herein, the Loan Agreement and Exhibit A
thereto remain unchanged and of full force and effect in accordance with the
terms thereof.
LASALLE NATIONAL BANK, as Collateral Agent,
Administrative Agent and Lender
By /s/ Xxxxxx Xxxxxxxxxx
--------------------------
Its Senior Vice President
Consented and agreed to this 11th day of November 1998.
CONGRESS FINANCIAL CORPORATION (CENTRAL), as a
Lender
By /s/ Xxxxx Xxxx
---------------------------
Its Vice President
THE CIT GROUP/CREDIT FINANCE, INC., as a Lender
By /s/ Xxxxxxxx Xxxxx
----------------------------
Its Vice President
FINOVA CAPITAL CORPORATION, as a Lender
By /s/ Xxxxx Xxxxxx
----------------------------
Its Authorized Signer
Accepted and agreed to this 11th day of November, 1998
EMPIRE INDUSTRIES, INC.
By /s/ Xxxxxxx X. Xxxxx
----------------------------
Its Executive V.P. & CFO
The undersigned Guarantor hereby acknowledges that it has read
the foregoing amendment and all previous amendments and
hereby reaffirms its guaranty of the obligations of Borrower
this 11th day of November, 1998.
EMPIRE OF CAROLINA, INC.
By /s/ Xxxxxxx X. Xxxxx
----------------------------
Its Executive V.P. & CFO
