LETTER OF REAFFIRMATION OF GENERAL SECURITY AGREEMENT As of November 11, 2009
EXHIBIT 10.3
LETTER
OF REAFFIRMATION OF GENERAL SECURITY AGREEMENT
As of
November 11, 2009
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TO:
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Manufacturers
and Traders Trust Company
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Xxx
X & X Xxxxx, Xxxxxxx, Xxx Xxxx
00000
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Re: REAFFIRMATION
of General Security Agreements (collectively, the "Security Agreement") made by
EMERGING VISION, INC., OG ACQUISITION, INC., COMBINE BUYING GROUP, INC. AND
1725758 ONTARIO INC. D/B/A THE OPTICAL GROUP
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to MANUFACTURERS AND TRADERS
TRUST COMPANY (the “Bank") dated as of August 7, 2007 in connection
with loans made to EMERGING VISION, INC.
(“Borrower”) by Manufacturers and Traders Trust Company (collectively, the
“Loan”).
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Dear
Sirs:
Each of
the undersigned hereby reaffirms and ratifies all the terms, conditions,
representations, and covenants contained in the Security Agreement and certifies
that there are no defenses, offsets, or counterclaims thereto as of the date
hereof.
Each of
the undersigned further covenants and agrees (i) that the security interests
granted to Manufacturers and Traders Trust Company by the Security Agreement and
perfected by subsequent UCC-1 filings, remain in full force and effect as set
forth therein and that same continue to constitute a binding first security
interest in the stated assets of each of the undersigned securing the Borrower’s
and each of the undersigned’s debt to Manufacturers and Traders Trust Company
and that they are unaffected by the execution of that certain ALLONGE TO NOTE
and that certain LIMITED WAIVER AND AMENDMENT AGREEMENT evidencing, among other
things, (i) the reduction of the Principal amount of the Loan as set forth
therein and (ii) the waiver of certain financial covenants for fiscal period
ended 9/30/09, and any related documents, dated of even date herewith, copies of
which each of the undersigned acknowledges having received and reviewed and (ii)
that the Security Agreement is in full force and effect.
Very
truly yours,
EMERGING
VISION, INC.
By: /s/ Xxxxxxxxxxx X.
Xxxxx
Xxxxxxxxxxx X. Xxxxx, CEO
OG
ACQUISITION, INC.
By: /s/ Xxxxx X.
Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Chief Financial
Officer
COMBINE
BUYING GROUP, INC.
By: /s/ Xxxxx X.
Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Chief Financial
Officer
1725758
ONTARIO INC. D/B/A THE OPTICAL GROUP
By: /s/ Xxxxx X.
Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Chief Financial
Officer
