Letter of Reaffirmation of Guaranty, Absolute Assignment of Franchisee Notes and Proceeds Due, Assignment of Rents and Subleases, Pledge Agreement and United States Trademark Collateral Assignment and Security Agreement, dated as of March 31, 2011, delivered by Emerging Vision, Inc. and its active subsidiaries to Manufacturers and Traders Trust Company

EX-10.30 5 exhibit10d.htm LETTER OF REAFFIRMATION OF GUARANTY, ABSOLUTE ASSIGNMENT OF FRANCHISE NOTES AND PROCEEDS DUE, ASSIGNMENT OF RENTS AND SUBLEASES, PLEDGE AGREEMENT AND UNITED STATES TRADEMARK COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT exhibit10d.htm

Exhibit 10.30

LETTER OF REAFFIRMATION OF GUARANTY, ABSOLUTE ASSIGNMENT OF FRANCHISEE NOTES AND PROCEEDS DUE, ASSIGNMENT OF RENTS AND SUBLEASES, PLEDGE AGREEMENT, AND UNITED STATES TRADEMARK COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT

DATED: As of March 31, 2011

TO:

Manufacturers and Traders Trust Company

One M & T Plaza, Buffalo, New York 14240

Re: (i) (a) ABSOLUTE ASSIGNMENT OF FRANCHISEE NOTES AND PROCEEDS DUE (“Assignment of Franchisee Notes”), (b) ASSIGNMENT OF RENTS AND SUBLEASES (“Assignment of Rents”), (c) PLEDGE AGREEMENT (“Pledge Agreement”), and (d) UNITED STATES TRADEMARK COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT (“Assignment of Trademarks”), each dated as of August 7, 2007 and thereafter reaffirmed as of March 31, 2010, executed and delivered by EMERGING VISION, INC. (“Borrower”) to MANUFACTURERS AND TRADERS TRUST COMPANY (the “Bank") and (e) the GENERAL SECURITY AGREEMENTS (collectively, the "Security Agreement") executed and delivered to the Bank by each of EMERGING VISION, INC., OG ACQUISITION, INC., 1725758 ONTARIO INC. D/B/A THE OPTICAL GROUP, AND VISIONCARE OF CALIFORNIA, each dated as of August 7, 2007 (except for Visioncare of California whose guaranty is dated as of March 31, 2010) and thereafter reaffirmed as of March 31, 2010 ( and the Assignment of Franchisee Notes, the Assignment of Rents, the Pledge Agreement, the Assignment of Trademarks and the Security Agreement are collectively referred to as the “SECURITY DOCUMENTS”) and

(ii) (a) CONTINUING GUARANTY made by OG ACQUISITION, INC., COMBINE BUYING GROUP, INC., 1725758 ONTARIO INC. D/B/A THE OPTICAL GROUP AND VISIONCARE OF CALIFORNIA ( the “Primary Guarantors”) dated as of August 7, 2007 (except for Visioncare of California whose guaranty is dated as of March 31, 2010) and thereafter reaffirmed as of March 31, 2010 (“Primary Guaranty”) and (b) CONTINUING GUARANTY made by all of the other subsidiaries of Borrower listed in the annexed Exhibit of Subsidiaries (“Subsidiary Guarantors”) dated as of March 31, 2010 (“Subsidiary Guaranty” which together with the Primary Guaranty are collectively, the “GUARANTY”);

All of the above having been made and delivered in connection with a certain loan made to EMERGING VISION, INC. by Manufacturers and Traders Trust Company as of August 7, 2007 as same was thereafter modified by that certain NON-REVOLVING LINE OF CREDIT AGREEMENT and TERM LOAN NOTE each dated as of March 31, 2010, as same is being further modified contemporaneously herewith by that certain NON-REVOLVING LINE OF CREDIT AGREEMENT in the amount of in the amount of $3,351,854.45 and TERM LOAN NOTE in the amount of $500,000.00 (collectively, the “Loan”).

Dear Sirs:

In connection with a certain loan made to EMERGING VISION, INC. by Manufacturers and Traders Trust Company dated as of August 7, 2007 as same was thereafter modified by that certain NON-REVOLVING LINE OF CREDIT AGREEMENT in the amount of $4,251,921.13 and TERM LOAN NOTE in the amount of $1,000,000.00 dated as of March 31, 2010 (collectively, the “Loan”), Borrower and the Guarantors executed and delivered the Security Documents and Guaranty to the Bank. The Loan is being further modified contemporaneously herewith by that certain NON-REVOLVING LINE OF CREDIT AGREEMENT in the amount of $3,351,854.45 and new TERM LOAN NOTE in the amount of $500,000.00.

In addition, Borrower has requested additional financing from the Bank in the form of a $100,000.00 Line of Credit Loan for the purpose of supporting working capital. In consideration for the modification of the Loan and the Line of Credit, the Bank has required this reaffirmation of the Guaranty and Security Documents previously executed and delivered to the Bank for the purpose of reaffirming the guaranties and security interests granted to the Bank with respect to the modification of the Loan and this additional financing being granted to Borrower.

Accordingly, each of the undersigned hereby reaffirms and ratifies all the terms, conditions, representations, and covenants contained in the Security Documents and Guaranty 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, pledges and assignments granted to Manufacturers and Traders Trust Company by the Security Documents and respectively as appropriate 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 (ii) that the Guaranty granted to Manufacturers and Traders Trust Company by the Primary Guarantors and Subsidiary Guarantors remains in full force and effect as set forth therein and that same continue to constitute a binding guaranty of all obligations of the Borrower to the Bank by each of the undersigned Guarantors and that same are unaffected by the inactive status of the following Subsidiary Guarantors whether at the time of the execution of the Subsidiary Guaranty by the Subsidiary Guarantor or thereafter, and (ii) that the Security Documents and Guaranty are in full force and effect.

Each of the undersigned further covenants and certifies that the attached Exhibit “A” represents the current list of subsidiaries, that each of its Guaranty dated as of March 31, 2010 remains in full force and affect and that each of its rents and subleases are assigned to the Bank by virtue of the Assignment of Rents dated as of August 7, 2007 as amended as of March 31, 2010.

Each of the undersigned further covenants, certifies and agrees (i) that the security interests, pledges and assignments granted to Manufacturers and Traders Trust Company by the Security Documents and respectively as appropriate perfected by subsequent UCC-1 filings shall be unaffected by any future change of status of any Subsidiary Guarantor and shall remain in full force and effect as set forth therein and 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 without any further writing, and (ii) that the Guaranty granted to Manufacturers and Traders Trust Company by the Primary Guarantors and Subsidiary Guarantors shall be unaffected by any future change of status of any Subsidiary Guarantor and shall remain in full force and effect as set forth therein and shall continue to constitute a binding guaranty of all obligations of the Borrower to the Bank by each of the undersigned Guarantors without any further writing.

Very truly yours,

BORROWER:

EMERGING VISION, INC.

By:/s/Glenn Spina

Name: Glen Spina, Its Chief Executive Officer

TIN # 11 ###-###-####

PRIMARY GUARANTORS:

OG ACQUISITION, INC.

By:/s/Glenn Spina

Name: Glen Spina, Its Chief Executive Officer

TIN # 93-0952526

COMBINE BUYING GROUP, INC.

By:/s/Glenn Spina

Name: Glen Spina, Its Chief Executive Officer

TIN # 20 ###-###-####

1725758 ONTARIO INC. D/B/A THE OPTICAL GROUP

By:/s/Glenn Spina

Name: Glen Spina, Its Chief Executive Officer

TIN # 12-0982103

VISIONCARE OF CALIFORNIA

By:/s/Glenn Spina

Name: Glen Spina, Its Chief Executive Officer

TIN # 93-0952526

SUBSIDIARY GUARANTORS:

EMERGING BUSINESS BROKERAGE, INC.

By:/s/Glenn Spina