Attached files
| file | filename |
|---|---|
| 10-Q - FORM 10-Q 9/30/09 - EMERGING VISION INC | form10q.htm |
| EX-32.1 - EXHIBIT 32.1 - EMERGING VISION INC | ex32_1.htm |
| EX-10.2 - EXHIBIT 10.2 - EMERGING VISION INC | ex10_2.htm |
| EX-10.5 - EXHIBIT 10.5 - EMERGING VISION INC | ex10_5.htm |
| EX-10.3 - EXHIBIT 10.3 - EMERGING VISION INC | ex10_3.htm |
| EX-31.1 - EXHIBIT 31.1 - EMERGING VISION INC | ex31_1.htm |
| EX-31.2 - EXHIBIT 31.2 - EMERGING VISION INC | ex31_2.htm |
| EX-10.1 - EXHIBIT 10.1 - EMERGING VISION INC | ex10_1.htm |
EXHIBIT
10.4
LETTER
OF REAFFIRMATION OF GUARANTY
As of
November 11, 2009
|
|
TO:
|
Manufacturers
and Traders Trust Company
|
|
|
One
M & T Plaza, Buffalo, New York
14240
|
RE: REAFFIRMATION
of Guaranty of All Liability (the "Guaranty") of OG ACQUISITION, INC., COMBINE BUYING
GROUP, INC. AND 1725758 ONTARIO INC. D/B/A THE OPTICAL
GROUP 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”).
Dear
Sirs:
The
undersigned hereby reaffirm and ratify all the terms, conditions,
representations, and covenants contained in the Guaranty, certify that there are
no defenses, offsets, or counterclaims thereto as of the date hereof and
represent, warrant, and covenant that the most recent financial statements
heretofore delivered to you are true and correct in all respects, fairly present
the financial condition of the undersigned as of the date thereof and that no
material adverse change has occurred in the financial condition reflected
therein since the date thereof.
Each of
the undersigned further covenants and agrees (i) that its liability under the
Guaranty is 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 the
undersigned acknowledge having received and reviewed and (ii) that the Guaranty
is in full force and effect.
Very
truly yours,
GUARANTORS:
OG
ACQUISITION, INC.
By: /s/ Brian P.
Alessi
Name: Brian P. Alessi
Title: Chief Financial
Officer
COMBINE
BUYING GROUP, INC.
By: /s/ Brian P.
Alessi
Name: Brian P. Alessi
Title: Chief Financial
Officer
1725758
ONTARIO INC. D/B/A THE OPTICAL GROUP
By: /s/ Brian P.
Alessi
Name: Brian P. Alessi
Title: Chief Financial
Officer