Exhibit 10.58


 


December 22,
2009


 


FGX International Inc.


	
  500 George Washington Highway

  
	
  Smithfield, Rhode Island 02917

  
	
  Attention:

  	
  Anthony
  Di Paola

  
	
   

  	
  Chief
  Financial Officer

  



 


Ladies and Gentlemen:


 


We refer to that certain Revolving Credit and
Term Loan Agreement, dated as of December 19, 2007 (as amended or modified
from time to time, the “Credit Agreement”), among FGX International Holdings
Limited, a British Virgin Islands business company, FGX International Limited,
a British Virgin Islands business company, FGX International Inc., a Delaware
corporation, SunTrust Bank, as Administrative Agent and the lenders from time
to time parties thereto.  Capitalized
terms used herein and not defined herein have the meanings assigned to them in
the Credit Agreement.


 


Pursuant to that certain Stock Purchase and Sale Agreement, dated as of
October 28, 2009, by and among Borrower, Corinne McCormack, Inc. (“CMI”),
eye-bar inc. (“eye-bar”) and Corinne McCormack, as shareholder, Borrower
acquired all of the issued and outstanding shares of CMI and eye-bar, and each
of CMI and eye-bar have become a Domestic Subsidiary of the Borrower.  Section 5.10(a)(y)(iii) of the
Credit Agreement requires, among other things, that within thirty (30) days
after any Person becomes a Domestic Subsidiary, Borrower shall cause such
Person to grant Liens in favor of Administrative Agent in all of such Person’s
leasehold interests in Real Estate (the “Leasehold Mortgage Requirement”).  Pursuant to that certain letter agreement,
dated as of November 25, 2009, we agreed, at your request, to extend the
date by which the Borrower and CMI must comply with the Leasehold Mortgage
Requirement for CMI’s leasehold interest in the premises located at 7 West 36th Street, 9th Floor, New
York, NY 10018 (the “CMI Leasehold Mortgage Requirement”).  As of the date hereof, the CMI Leasehold
Mortgage Requirement has not been fulfilled and you have requested that we
further extend the date for compliance.


 


Per your request, we agree to extend the date by which the Borrower and
CMI must comply with the CMI Leasehold Mortgage Requirement until March 31,
2010 (or such other date, which shall be
no later than May 14, 2010, as the Administrative Agent may determine in
its sole discretion); provided, that the foregoing extension is
conditioned upon, and shall not become effective until, receipt by the
Administrative Agent of (a) executed counterparts to this letter agreement
(this “Second Extension”) from the Borrower, each Guarantor and the Required
Lenders and (b) reimbursement or payment of its fees, costs and expenses
(including, without limitation, all reasonable fees, charges and disbursements
of King & Spalding LLP (US counsel to the Administrative Agent),
Lakatos, Köves and Partners Ügyvédi Iroda (Hungarian counsel to the Administrative Agent) and Ganado &
Associates (Maltese counsel to the Administrative Agent)) incurred in
connection with, or related to, (i) the joinder of Quantum Direct LLC, CMI
and eye-bar as Loan Parties, (ii) the authorization and release of certain
jewelry business assets in connection with the July 23rd, 2009 sale of the
same, (iii) the contemplated First Amendment to Revolving Credit and Term
Loan Agreement and related Hungarian and Maltese security documents and
opinions and (iv) this Second Extension.


 


To induce the Administrative Agent and the Lenders to execute and
deliver this Second Extension, by signing below, (i) the Borrower consents
to the terms of this Second Extension and 


 

















 


represents and warrants that no Default or Event of Default has
occurred and is continuing and the representations and warranties of the Loan
Parties set forth in the Loan Documents are true and correct in all material
respects except to the extent such representations and warranties relate solely
to an earlier date, and (ii) each Guarantor consents to the terms of this
Second Extension and ratifies the terms of the Guaranty and Security Agreement
with respect to the indebtedness now or hereafter outstanding under the Credit
Agreement as amended hereby.


 


Except as expressly set forth herein, this Second Extension shall not
be deemed to waive, amend or modify any other provision of the Loan Documents
or any other agreement between you and us, and shall not serve as a consent,
waiver or amendment to any other matter prohibited by the terms and conditions
of the Loan Documents.  This Second
Extension may be executed in any number of counterparts and by the different
parties hereto on separate counterparts, each of which when so executed and
delivered shall be an original, but all of which shall together constitute one
and the same instrument.   This Second
Extension shall constitute a Loan Document.


 


THIS SECOND EXTENSION AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW
(WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF) OF THE STATE
OF NEW YORK.


 


(Remainder of this page intentionally left blank.)


 


2

















 


Please countersign below to evidence your acknowledgment and agreement
to the terms of this Second Extension.


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
  SUNTRUST BANK, individually and as
  Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ MICHAEL VEGH

  
	
   

  	
  Name:

  	
  Michael Vegh

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  RAYMOND
  JAMES BANK, FSB, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ THOMAS F. MACINA

  
	
   

  	
  Name:

  	
  Thomas F. Macina

  
	
   

  	
  Title:

  	
  Executive Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  TD
  BANK, N.A., as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ROBYN ZELLER

  
	
   

  	
  Name:

  	
  Robyn Zeller

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK
  OF AMERICA, NA, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ RICHARD MACDONALD

  
	
   

  	
  Name:

  	
  Richard MacDonald

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  BRANCH
  BANKING AND TRUST COMPANY, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ROBERTS A. BASS

  
	
   

  	
  Name:

  	
  Roberts A. Bass

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  BROWN
  BROTHERS HARRIMAN & CO., as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ BARBARA R. FLIGHT

  
	
   

  	
  Name:

  	
  Barbara R. Flight

  
	
   

  	
  Title:

  	
  SVP

  
	
   

  	
   

  	
   

  
	
   

  	
  COMMERCE
  BANK, N.A., as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


Second
Extension


 

















 


	
   

  	
  ALLIED
  IRISH BANKS, p.l.c., as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DES BRENNAN

  
	
   

  	
  Name:

  	
  Des Brennan

  
	
   

  	
  Title:

  	
  Assistant Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ NORBERT GALLIGAN

  
	
   

  	
  Name:

  	
  Norbert Galligan

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  On
  behalf of AIB Debt Management Limited, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DES BRENNAN

  
	
   

  	
  Name:

  	
  Des Brennan

  
	
   

  	
  Title:

  	
  Assistant Vice President

  
	
   

  	
   

  	
  Investment Advisor to

  
	
   

  	
   

  	
  AIB Debt Management, Limited

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ NORBERT GALLIGAN

  
	
   

  	
  Name:

  	
  Norbert Galligan

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
  Investment Advisor to

  
	
   

  	
   

  	
  AIB Debt Management, Limited

  



 


Second
Extension


 

















 


Acknowledged
and agreed:


 


	
   

  	
  FGX
  INTERNATIONAL INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  ANTHONY DI PAOLA

  
	
   

  	
   

  	
  Name:
  Anthony Di Paola

  
	
   

  	
   

  	
  Title:
  EVP, CFO, Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FGX
  INTERNATIONAL HOLDINGS LIMITED

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  ANTHONY DI PAOLA

  
	
   

  	
   

  	
  Name:
  Anthony Di Paola

  
	
   

  	
   

  	
  Title:
  EVP, CFO, Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FGX
  INTERNATIONAL LIMITED

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  ANTHONY DI PAOLA

  
	
   

  	
   

  	
  Name:
  Anthony Di Paola

  
	
   

  	
   

  	
  Title:
  EVP, CFO, Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  QUANTUM
  OPTICS, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  ANTHONY DI PAOLA

  
	
   

  	
   

  	
  Name:
  Anthony Di Paola

  
	
   

  	
   

  	
  Title:
  EVP, CFO, Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DIOPTICS
  MEDICAL PRODUCTS, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  ANTHONY DI PAOLA

  
	
   

  	
   

  	
  Name:
  Anthony Di Paola

  
	
   

  	
   

  	
  Title:
  EVP, CFO, Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  QUANTUM
  DIRECT LLC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  ANTHONY DI PAOLA

  
	
   

  	
   

  	
  Name:
  Anthony Di Paola

  
	
   

  	
   

  	
  Title:
  Treasurer and CFO

  



 


Second
Extension


 

















 


	
   

  	
  CORINNE
  MCCORMACK, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  ANTHONY DI PAOLA

  
	
   

  	
   

  	
  Name:
  Anthony Di Paola

  
	
   

  	
   

  	
  Title:
  EVP, CFO and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EYE-BAR
  INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  ANTHONY DI PAOLA

  
	
   

  	
   

  	
  Name:
  Anthony Di Paola

  
	
   

  	
   

  	
  Title:
  EVP, CFO and Treasurer

  



 


Second
Extension