EXHIBIT 10.11
FIRST AMENDMENT TO SCHEDULE TO LOAN AND SECURITY AGREEMENT
Borrower: Ocean Optique Distributors, Inc.
Address: 00000 X.X. 000xx Xxxxxx
Xxxxx, Xxxxxxx 00000
Borrower: Classic Optical, Inc.
Address: 00000 X.X. 000xx Xxxxxx
Xxxxx, Xxxxxxx 00000
Borrower: European Manufacturing Agency, Inc.
Address: 00000 X.X. 000xx Xxxxxx
Xxxxx, Xxxxxxx 00000
Date: June 25, 1997
THIS FIRST AMENDMENT TO THE SCHEDULE TO THE LOAN AND SECURITY AGREEMENT is
entered into as of the above date between COAST BUSINESS CREDIT, a division of
Southern Pacific Thrift & Loan Association ("Coast"), a California corporation,
with offices at 00000 Xxxxxxxx Xxxxxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx
00000, and Ocean Optique Distributors, Inc., Classic Optical, Inc. and European
Manufacturers Agency, Inc. (jointly and severally the "Borrower") whose chief
executive office is located at the above address ("Borrower's Address"). This
Amendment shall for all purposes be deemed to be a part of the Schedule to the
Loan and Security Agreement ("Schedule"), and the same is an integral part of
the Schedule.
CONSENT AND APPROVAL
Pursuant to Section 5.5 (iii) of the Loan and Security Agreement, Coast hereby
consents and approves Borrower's request to enter into a material other
transaction outside the ordinary course of business pursuant to that Agreement
and Plan of Merger dated as of June , 1997 between Ocean Optique Distributors,
Inc., a Florida Corporation, Ocean Acquisition Corp., a Florida Corporation,
Solovision Optical, Inc., a Florida Corporation, and Xxxxxxx Xxxxxx, Xxxx
Xxxxxxxxx, Xxxxx Xxxxxxx and Xxxxx Xxxxxxx ("Merger"), a true and correct copy
of which is attached hereto as Exhibit "A", provided Borrower satisfies the
conditions specified below.
CONDITIONS PRECEDENT TO EFFECTIVENESS OF FIRST AMENDMENT.
1. Borrower shall at the time of the Merger, and at all times
thereafter during the Term of the Loan and Security Agreement, as it may be
extended, maintain a minimum consolidated net worth of One Million Four Hundred
Thousand Dollars ($1,400,000).
2. The Warrants issued to Coast on May 28, 1997 shall, as a result of
the Merger, be protected under the standard anti-dilution provisions contained
in such Warrants and Borrower shall provide Coast with written confirmation, in
form and substance acceptable to Coast, thereof.
Borrower: Coast:
OCEAN OPTIQUE DISTRIBUTORS, INC. COAST BUSINESS CREDIT, a
division of Southern Pacific Thrift &
Loan Association
By: /S/XXXXXXX X. XXXXXX By: /S/ XXXXXX X. XXXXX
-------------------- -------------------
Xxxxxxx X. Xxxxxx, CFO Xxxxxx X. Xxxxx, Senior Vice President
Borrower:
CLASSIC OPTICAL, INC.
By: /S/XXXXXXX X. XXXXXX
--------------------
Xxxxxxx X. Xxxxxx, CFO
Borrower:
EUROPEAN MANUFACTURERS AGENCY, INC.
By: /S/XXXXXXX X. XXXXXX
--------------------
Xxxxxxx X. Xxxxxx, CFO
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