1
EXHIBIT 10.19
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT dated as of this 16th day of September, 1996, by
and between NEW WEST EYEWORKS, INC., a Delaware corporation ("Borrower"), and
U.S. BANK OF WASHINGTON, NATIONAL ASSOCIATION ("Bank") amends that certain
Credit Agreement dated June 10, 1996, by and between the parties ("Agreement").
WHEREAS, the parties wish to amend the Agreement as provided herein.
For mutual consideration, the parties agree as follows:
A. DEFINITION OF ELIGIBLE ACCOUNTS RECEIVABLE. Section 1.1 of the
Agreement is hereby amended by striking the definition of "Eligible Accounts
Receivable" on page 8 of the Agreement and replacing it with the following:
"Eligible Accounts Receivable" means the accounts receivable
of Borrower excluding the following: (a) accounts receivable that have
been outstanding in excess of 90 days from the date of invoice, (b)
until September 30, 1997, all accounts receivable from any single
customer of Borrower if 50 percent or more of such customer's accounts
owed to Borrower are ineligible for any reason, (c) after September 30,
1997, all accounts receivable from any single customer of Borrower if
25 percent or more of such customer's accounts owed to Borrower are
ineligible for any reason, (d) accounts receivable due from officers,
employees, or Affiliates of Borrower, (e) accounts receivable that are
partially or wholly subject to the right of setoff, (f) accounts
receivable resulting from COD sales, finance charges, and consignments,
(g) accounts receivable due from Persons not residents of the United
States, (h) accounts receivable due from the federal government, (i)
accounts receivable that constitute any retainage, (j) accounts
receivable that constitute dated xxxxxxxx and (k) accounts receivable
in which any Person other than U.S. Bank has a security interest.
Notwithstanding the foregoing, "Eligible Accounts Receivable" shall not
include any accounts receivable unless and until U.S. Bank holds a
first, valid, binding perfected security interest in any such accounts
receivable.
B. FEE. Concurrently with the execution of this First Amendment,
Borrower shall pay Bank a nonrefundable fee in the amount of One Thousand and
no/100 Dollars ($1,000.00)
C. OTHER TERMS. Except as specifically amended by this Amendment, all
other terms and conditions of the Agreement shall remain in full force and
effect, and are hereby ratified and affirmed. Defined terms in the Agreement
shall have the same meanings herein. ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN
MONEY, TO EXTEND CREDIT,
2
OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER
WASHINGTON LAW.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by themselves or by their respective officers or agents thereunto duly
authorized.
Borrower: Bank:
NEW WEST EYEWORKS, INC. U.S. BANK OF WASHINGTON,
NATIONAL ASSOCIATION
Xxxxx X. Xxxx /s/ Xxxxx X. Xxxx
------------------------------------ -----------------------------
By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx,
-------------------------------- Assistant Vice President
Its: CEO
--------------------------------
