Exhibit 10.7
FIRST AMENDMENT TO AMENDED AND RESTATED ACCOUNTS RECEIVABLE
AND INVENTORY LOAN AGREEMENT
This First Amendment to Amended and Restated Accounts Receivable and
Inventory Loan Agreement is entered into as of June 26, 1997, by and between
Signature Eyewear, Inc., a California corporation ("Borrower") and City National
Bank, a national banking association ("CNB").
RECITALS
A. Borrower and CNB are parties to that certain Amended and Restated
Accounts Receivable and Inventory Loan Agreement dated as of April 21, 1997 (the
Amended and Restated Accounts Receivable and Inventory Loan Agreement, as
amended, hereinafter the "Loan Agreement").
B. Borrower and CNB desire to supplement and amend the Loan Agreement as
hereinafter set forth.
NOW, THEREFORE, the parties agree as follows:
1. DEFINITIONS. Capitalized terms used in this Amendment without definition
shall have the meanings set forth in the Loan Agreement.
2. AMENDMENTS. The Loan Agreement is amended as follows:
2.1 Section 1.26 is amended in its entirety to provide as follows:
"1.26 "LIBOR LOAN COMMITMENT" is $6,000,000.00."
2.2 Section 2.5.2 is amended in its entirety to provide as follows:
"2.5.2 AVAILABILITY OF LIBOR LOANS. Notwithstanding anything herein
to the contrary, each LIBOR Loan must be in the minimum amount of
$500,000.00 and increments of $100,000.00. Borrower may have no more than
$6,000,000.00 of LIBOR Loans outstanding at any one time under this
Agreement. Borrower may have Prime Loans and LIBOR Loans outstanding
simultaneously."
3. CONDITIONS PRECEDENT. This Amendment shall become effective upon the
fulfillment of all of the following conditions to CNB's satisfaction:
3.1 CNB shall have received this Amendment duly executed by Borrower.
4. EXISTING AGREEMENT. Except as expressly amended herein, the Loan Agreement
shall remain in full force and effect, and in all other respects is affirmed.
5. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, and all such counterparts taken together shall be deemed to
constitute one and the same instrument.
6. GOVERNING LAW. This Amendment and the rights and obligations of the
parties hereto shall be construed in accordance with, and governed by the laws
of the State of California.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the day
and year first above written.
"Borrower" SIGNATURE EYEWEAR, INC. a
California corporation
By: /s/ Xxxxx Xxxxxxx
---------------------------------------
Xxxxx Xxxxxxx, President/Secretary
"CNB" CITY NATIONAL BANK, a national
banking association
By: /s/ Xxxxxxx Xxxxxx
--------------------------------------
Xxxxxxx X. Xxxxxx, Vice President
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SECOND AMENDMENT TO AMENDED AND RESTATED ACCOUNTS
RECEIVABLE AND INVENTORY LOAN AGREEMENT
This Second Amendment to Amended and Restated Accounts Receivable and
Inventory Loan Agreement is entered into as of July 23, 1997, by and between
Signature Eyewear, Inc., a California corporation ("Borrower") and City National
Bank, a national banking association ("CNB").
RECITALS
A. Borrower and CNB are parties to that certain Amended and Restated
Accounts Receivable and Inventory Loan Agreement dated as of April 21, 1997, as
amended by that certain First Amendment to Amended and Restated Accounts
Receivable and Inventory Loan Agreement dated as of June 26, 1997 (the Amended
and Restated Accounts Receivable and Inventory Loan Agreement, as amended,
hereinafter the "Loan Agreement").
B. Borrower and CNB desire to supplement and amend the Loan Agreement as
hereinafter set forth.
NOW, THEREFORE, the parties agree as follows:
1. DEFINITIONS. Capitalized terms used in this Amendment without definition
shall have the meanings set forth in the Loan Agreement.
2. AMENDMENTS. The Loan Agreement is amended as follows:
2.1 Section 1.6 ("BORROWING BASE") is amended by deleting the number
"$2,000,000.00" from the last sentence and inserting in its place and stead the
number "$3,000,000.00".
2.2 Section 1.13 ("COMMITMENT") is amended by deleting the phrase and
number "Six Million Seven Hundred Sixty Thousand Four Hundred Seventeen Dollars
($6,760,417.00)" and inserting in its place and stead the phrase and number
"Seven Million Nine Hundred Thirty Five Thousand Four Hundred Seventeen Dollars
($7,935,417.00)".
2.3 Section 1.26 is amended in its entirety to provide as follows:
"1.26 "LIBOR LOAN COMMITMENT" is $7,500,000.00."
2.4 Section 1.36 ("REVOLVING CREDIT COMMITMENT") is amended by deleting
the phrase and number "SIX MILLION DOLLARS ($6,000,000.00)" and inserting in its
place and stead the phrase and number "SEVEN MILLION FIVE HUNDRED THOUSAND
DOLLARS ($7,500,000.00)".
2.5 Section 7.10 (DIVIDENDS AND PURCHASE OF STOCK) is deleted in its
entirety and the number is reserved.
3. CONDITIONS PRECEDENT. This Amendment shall become effective upon the
fulfillment of all of the following conditions to CNB's satisfaction:
3.1 CNB shall have received this Amendment duly executed by Borrower.
4. EXISTING AGREEMENT. Except as expressly amended herein, the Loan Agreement
shall remain in full force and effect, and in all other respects is affirmed.
5. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, and all such counterparts taken together shall be deemed to
constitute one and the same instrument.
6. GOVERNING LAW. This Amendment and the rights and obligations of the
parties hereto shall be construed in accordance with, and governed by the laws
of the State of California.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the day
and year first above written.
"Borrower" Signature Eyewear, Inc., a
California corporation
By: /s/ Xxxxx Xxxxxxx
-------------------------------------
Xxxxx Xxxxxxx, President/Secretary
"CNB" City National Bank, a national
banking association
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Xxxxxxx X. Xxxxxx, Vice President
2
