1
AMENDMENT AGREEMENT
AGREEMENT dated this 14th day of May, 1997, between The Private Eyes
Sunglass Corporation and Gargoyles Acquisition Corporation II, to amend the
Asset Purchase and Sale Agreement dated as of May 5, 1997 ("P&S"), the defined
terms of which are used herein, between the parties hereto and certain
shareholders of the Seller.
WHEREAS, certain conditions to Closing under the P&S have not been met
this date, including the delivery of the Xxxxxxxxxx Xxxxx License, the
Assignment and Assumption of the Xxxxxxxxxx Xxxxx License, and the balance
sheet of Seller as at May 14, 1997 ("Closing Date Balance Sheet"), and the
parties are willing to waive the performance of such conditions on the terms
and conditions hereof.
NOW THEREFORE, in consideration of the mutual promises herein and for
other good and valuable consideration, the receipt and sufficiency whereof are
hereby acknowledged, it is agreed as follows:
1. Purchaser has held back from delivery to Seller the amount of
Five Hundred Thousand Dollars ($500,000) of the Purchase Price ("Purchase Price
Hold-Back"). Purchaser agrees to deliver to Seller, by wire transfer, to
Seller's designated bank account ("Seller's Account"), the Purchase Price
Hold-Back promptly after receipt of the Xxxxxxxxxx Xxxxx License and Assignment
and Assumption of the Xxxxxxxxxx Xxxxx License, duly executed by Cebe
International, S.A.
2. Seller agrees to maintain $500,000 in Seller's Account or in
immediately available investment grade securities for a period not to exceed
sixty (60) days from the date hereof. Seller shall be entitled to release such
funds upon receipt of the finalized Closing Date Balance Sheet.
3. Purchaser agrees to use its best efforts to prepare the
Closing Date Balance Sheet as soon as possible following the closing audit, and
both parties agree to cooperate in reviewing the same and finalizing it
promptly thereafter.
4. In all other respects, the P&S remains in full force and
effect without any further changes, and this Amendment Agreement incorporates
herein all such other provisions thereof, including without limitation the
obligations of Gargoyles, Inc. to guarantee the performance of Purchaser
hereunder.
EXECUTED as an instrument under seal as of the date first written
above.
THE PRIVATE EYES SUNGLASS GARGOYLES ACQUISITION
CORPORATION CORPORATION II
By: /s/ Xxxxxxx X. Xxxxxx, Xx. By /s/ Xxxxxx X. Xxxxxx
-------------------------------- --------------------------------
Xxxxxxx X. Xxxxxx, Xx., its Xxxxxx X. Xxxxxx, its
President Vice President and
Chief Financial Officer
