FIRST AMENDMENT TO CREDIT AGREEMENT
FIRST AMENDMENT (this "First Amendment"), dated as of December 21,
2000, among EYE CARE CENTERS OF AMERICA, INC., a Texas corporation (the
"Borrower"), the Lenders from time to time party to the Credit Agreement
referred to below, BANKERS TRUST COMPANY, acting as Administrative Agent, and
XXXXXXX XXXXX CAPITAL CORPORATION, as Syndication Agent. All capitalized terms
used herein and not otherwise defined shall have the respective meanings
provided such terms in the Credit Agreement.
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, the Borrower, certain financial institutions party thereto
(the "Lenders"), the Administrative Agent and the Syndication Agent are parties
to a Credit Agreement, dated as of April 23, 1998 ( the "Credit Agreement"); and
WHEREAS, the parties hereto wish to amend the Credit Agreement as
herein provided;
NOW, THEREFORE, it is agreed:
I. AMENDMENTS TO CREDIT AGREEMENT.
1. The Borrower hereby acknowledges and agrees that, as a result of the
amendment to the definition of Acquisition Facility Expiry Date contained
herein, and notwithstanding anything to the contrary contained elsewhere in the
Credit Agreement or any other Credit Document, (x) additional Acquisition Loans
shall not be permitted to be incurred after the First Amendment Effective Date,
(y) additional Acquisition Loan Commitments shall not be permitted to be
furnished pursuant to Section 1.14 of the Credit Agreement after the First
Amendment Effective Date and (z) pursuant to the second sentence of Section
3.03(c), the Total Acquisition Loan Commitment (and the Acquisition Loan
Commitment of each Lender) shall terminate in its entirety (to the extent not
theretofore terminated) at 5:00 p.m. (New York time) on the First Amendment
Effective Date.
2. Section 4.01 of the Credit Agreement is hereby amended by deleting
the last sentence thereof in its entirety and by inserting in lieu thereof the
following new sentence:
"Each prepayment of principal of any Acquisition Loans
pursuant to this Section 4.01 shall be applied to reduce the then
remaining AL Scheduled Repayments PRO RATA based upon the then
remaining principal amounts of the AL Scheduled Repayments after giving
effect to all prior reductions thereto."
3. Section 4.02(b) of the Credit Agreement is hereby amended by
deleting the TL Scheduled Repayment Dates and Amounts from and including "The
last Business Day of
December, 2000" through to and including the "Term Loan Maturity Date", and
inserting in lieu thereof the following:
The last Business Day of December, 2000 $3,000,000
The last Business Day of March, 2001 $3,000,000
The last Business Day of June, 2001 $3,000,000
The last Business Day of September, 2001 $3,000,000
The last Business Day of December, 2001 $3,000,000
The last Business Day of March, 2002 $3,250,000
The last Business Day of June, 2002 $3,250,000
The last Business Day of September, 2002 $3,250,000
The last Business Day of December, 2002 $3,250,000
Term Loan Maturity Date $17,000,000
4. Section 4.02 of the Credit Agreement is hereby amended by deleting
Sections 4.02(c)(i) and Section 4.02(c)(ii) in their entirety and inserting in
lieu thereof the following:
(c) In addition to any other mandatory repayments or commitment
reductions pursuant to this Section 4.02, on each date set forth below, the
Borrower shall be required to repay that principal amount of Acquisition
Loans, to the extent then outstanding, as is set forth opposite such date
(each such repayment, as the same may be reduced as provided in Sections
4.01 and 4.02(i), a "AL Scheduled Repayment," and each such date, a "AL
Scheduled Repayment Date"):
AL Scheduled Repayment Date Amount
--------------------------- ------
The last Business Day of June, 2001 $170,295
The last Business Day of September, 2001 $170,295
The last Business Day of December, 2001 $170,295
The last Business Day of March, 2002 $170,295
The last Business Day of June, 2002 $170,295
The last Business Day of September, 2002 $170,295
The last Business Day of December, 2002 $170,295
The last Business Day of March, 2003 $170,295
The last Business Day of June, 2003 $170,295
The last Business Day of September, 2003 $170,295
RL/AL Maturity Date $66,415,050
5. Section 4.02(g) of the Credit Agreement is hereby amended by
deleting "50%" appearing therein and by inserting in lieu thereof "85%".
6. Section 4.02(i) of the Credit Agreement is hereby amended by
deleting the last sentence thereof in its entirety and by inserting in lieu
thereof the following new sentence:
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"The amount of each principal repayment of Acquisition Loans made as
required by Sections 4.02(d), (e), (f), (g) and (h) shall be applied to
reduce the then remaining AL Scheduled Repayments PRO RATA based upon the
then remaining AL Scheduled Repayments after giving effect to all prior
reductions thereto.
7. Section 8.01 of the Credit Agreement is hereby amended by deleting
Section 8.01(a) in its entirety and inserting in lieu thereof the following:
(a) MONTHLY REPORTS. Within 30 days after the end of each fiscal month,
the consolidated balance sheets of the Borrower and its Subsidiaries as at
the end of such month and the related consolidated statements of earnings
for such month and for the elapsed portion of the fiscal year ended with
the last day of such month, in each case setting forth comparative figures
for the corresponding month and elapsed portion of such fiscal year for the
prior fiscal year and comparable budgeted figures for such period, all of
which shall be certified by the chief financial officer or other Authorized
Officer of the Borrower, subject to normal year-end audit adjustments and
the absence of footnotes.
8. Section 9.08 of the Credit Agreement is hereby amended by deleting
Section 9.08(v) in its entirety and inserting in lieu thereof the following:
(v) the payment, on a quarterly basis, of management fees to THL and/or
THL Affiliates in accordance with the management agreement between THL
and/or THL Affiliates and the Borrower in an aggregate amount (for all such
Persons taken together) not to exceed $125,000 in any fiscal quarter of the
Borrower; PROVIDED, however, that with respect to each fiscal quarter of
the Borrower ended after December 31, 2000, the foregoing amount shall be
reduced to $62,500 for such fiscal quarter; PROVIDED, FURTHER, that with
respect to any fiscal quarter referenced in the immediately preceding
proviso, if the quarterly or annual financial statements required to be
furnished pursuant to Section 8.01(b) or (c), as the case may be (and
supporting financial calculations), are received by the Administrative
Agent and establish that the Leverage Ratio as at the last day of the
respective fiscal quarter was less than 5.00:1.00, then, subject to the
terms of the management agreement referenced above, up to an additional
$62,500 may be paid as management fees in respect of such previously ended
fiscal quarter;
9. Section 9.09 of the Credit Agreement is hereby amended by deleting
Sections 9.09(a) and 9.09(b) and inserting in lieu thereof the following:
(a) The Borrower will not, and will not permit any of its Subsidiaries
to, make any Capital Expenditures, except that (v) during the fiscal year
(taken as one accounting period) ending on or about December 31, 2000, the
Borrower and its Subsidiaries may make Capital Expenditures in an aggregate
amount not to exceed $20,000,000, (w) during the fiscal year (taken as one
accounting period) ending on or about December 31, 2001, the Borrower and
its Subsidiaries may make Capital Expenditures in an aggregate amount not
to exceed $12,500,000, (x) during the fiscal year (taken as one accounting
period) ending on or about December 31, 2002, the Borrower and its
Subsidiaries may make
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Capital Expenditures in an aggregate amount not to exceed $9,500,000 and
(y) during the fiscal year (taken as one accounting period) ending on or
about December 31, 2003, the Borrower and its Subsidiaries may make Capital
Expenditures in an aggregate amount not to exceed $9,500,000.
(b) Notwithstanding the foregoing, in the event that the amount of
Capital Expenditures permitted to be made by the Borrower and its
Subsidiaries pursuant to clause (a) above in any fiscal year (before giving
effect to any increase in such permitted expenditure amount pursuant to
this clause (b)), beginning with the fiscal year ended closest to December
31, 2001, is greater than the amount of such Capital Expenditures made by
the Borrower and its Subsidiaries during such fiscal year, such excess (the
"Rollover Amount") may be carried forward and utilized to make Capital
Expenditures in succeeding fiscal years, PROVIDED that in no event shall
the aggregate amount of Capital Expenditures made by the Borrower and its
Subsidiaries during any fiscal year pursuant to Section 9.09(a) and this
Section 9.09(b) exceed 120% of the amount permitted with respect to such
fiscal year in such Section 9.09(a) (before giving effect to this Section
9.09(b)).
10. Section 9.10 of the Credit Agreement is hereby amended by deleting
the fiscal quarters and Consolidated Interest Coverage Ratios from and including
"December, 2000" through to and including the "RL/AL Maturity Date", and
inserting in lieu thereof the following:
December, 2000 1.65:1.00
March, 2001 1.65:1.00
June, 2001 1.65:1.00
September, 2001 1.70:1.00
December, 2001 1.75:1.00
March, 2002 1.80:1.00
June, 2002 1.90:1.00
September, 2002 1.95:1.00
December, 2002 2.00:1.00
March, 2003 2.10:1.00
June, 2003 2.15:1.00
September, 2003 and thereafter 2.20:1.00
11. Section 9.11 of the Credit Agreement is hereby amended by deleting
it in its entirety and inserting in lieu thereof the following:
9.11 MINIMUM CONSOLIDATED EBITDA. The Borrower will not permit
Consolidated EBITDA for any period of four consecutive fiscal quarters (in
each case taken as one accounting period), ended on the last day of any
fiscal quarter described below to be less than the amount set forth
opposite such fiscal quarter below:
Fiscal Quarter Ended In or Closest To Minimum Consolidated EBITDA
------------------------------------- ---------------------------
($ in millions)
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March, 2001 $44.98
June, 2001 $45.70
September, 2001 $46.10
December, 2001 $48.35
March, 2002 $49.75
June, 2002 $50.80
September, 2002 $51.95
December, 2002 $52.85
March, 2003 $53.60
June, 2003 $54.15
September, 2003 and thereafter $54.75
up to and including the RL/AL Maturity Date
12. Section 9.12 of the Credit Agreement is hereby amended by deleting
it in its entirety and inserting in lieu thereof the following:
9.12 MAXIMUM LEVERAGE RATIO. The Borrower will not permit the Leverage
Ratio at any time during a period set forth below to be greater than the
ratio set forth opposite such period below:
Period Ratio
------ -----
First Amendment Effective Date to and including the day immediately
preceding the last day of the fiscal quarter ended in, or closest
to, June, 2001 6.25:1.00
The last day of the fiscal quarter ended in, or closest to, June, 2001
to and including the day before the last day of the fiscal quarter
ended in, or closest to, September, 2001 6.20:1.00
The last day of the fiscal quarter ended in, or closest to, September
2001 to and including the day immediately preceding the last day of
the fiscal quarter ended in, or closest to, December, 2001 6.00:1.00
The last day of the fiscal quarter ended in, or closest to, December,
2001 to and including the day before the last day of the fiscal
quarter ended in, or closest to, March, 2002 5.70:1.00
The last day of the fiscal quarter ended in, or closest to, March,
2002 to and including the day before the last day of the fiscal
quarter ended in, or closest to, June, 2002 5.40:1.00
The last day of the fiscal quarter ended in, or closest to,
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June, 2002 to and including the day before the last day of the fiscal
quarter ended in, or closest to, September, 2002 5.30:1.00
The last day of the fiscal quarter ended in, or closest to, September,
2002 to and including the day before the last day of the fiscal
quarter ended in, or closest to, December, 2002 5.00:1.00
The last day of the fiscal quarter ended in, or closest to, December,
2002 to and including the day before the last day of the fiscal
quarter ended in, or closest to, March, 2003 4.85:1.00
The last day of the fiscal quarter ended in, or closest to, March,
2003 to and including the day before the last day of the fiscal
quarter ended in, or closest to, June, 2003 4.65:1.00
The last day of the fiscal quarter ended in, or closest to, June, 2003
to and including the day before the last day of the fiscal quarter
ended in, or closest to, September, 2003 4.60:1.00
The last day of the fiscal quarter ended in, or closest to,
September, 2003 and thereafter 4.35:1.00
13. Section 11.01 of the Credit Agreement is hereby amended by deleting
the definitions "Acquisition Facility Expiry Date", Acquisition Facility
Reduction Date", "Additional AL Scheduled Repayment Date", "Additional
Management Fees", "AL Scheduled Repayment", "AL Scheduled Repayment Dates", "AL
Year 3 Scheduled Repayment", "AL Year 4 Scheduled Repayment", "Initial AL
Scheduled Repayment Date", "Applicable Margin", "Consolidated EBIT", "RL/AL
Maturity Date", "Year 3 Reference Amount" and "Year 4 Reference Amount" in their
entirety and inserting therein (in appropriate alphabetical order) the following
new definitions:
"Acquisition Facility Expiry Date" shall mean the First Amendment
Effective Date.
"AL Scheduled Repayment" shall have the meaning provided in Section
4.02(c).
"AL Scheduled Repayment Date" shall have the meaning provided in
Section 4.02(c).
"Applicable Margin" shall mean (i) with respect to any Acquisition
Loans maintained as (x) Base Rate Loans, 2.25% per annum and (y) Eurodollar
Loans, 3.25% per annum, (ii) with respect to any Term Loans, during each
Margin Adjustment Period beginning after the Initial Borrowing Date, the
percentage per annum set forth below
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opposite the respective Level indicated to have been achieved on the
applicable Start Date for such Margin Adjustment Period (as shown on the
respective officer's certificate delivered pursuant to Section 8.01(e)) in
accordance with the Requirements for the various Levels specified in the
table below:
------------ -------------------------------------------------------- ----------------- -----------------
APPLICABLE APPLICABLE
LEVEL REQUIREMENTS MARGIN FOR MARGIN FOR
BASE RATE EURODOLLAR
LOANS LOANS
------------ -------------------------------------------------------- ----------------- -----------------
1 The Leverage Ratio was equal to or less than 3.25:1.00 1.00% 2.00%
on the last day of the Margin Adjustment Test Period
last ended
------------ -------------------------------------------------------- ----------------- -----------------
2 The Leverage Ratio was greater than 3.25:1.00 and 1.25% 2.25%
equal to or less than 3.75:1.00 on the last day of the
Margin Adjustment Test Period last ended
------------ -------------------------------------------------------- ----------------- -----------------
3 The Leverage Ratio was greater than 3.75:1.00 and 1.50% 2.50%
equal to or less than 4.25:1.00 on the last day of the
Margin Adjustment Test Period last ended
------------ -------------------------------------------------------- ----------------- -----------------
4 The Leverage Ratio was greater than 4.25:1.00 and 1.75% 2.75%
equal to or less than 4.75:1.00 on the last day of the
Margin Adjustment Test Period last ended
------------ -------------------------------------------------------- ----------------- -----------------
5 Level 5 pricing shall apply at all times when the 2.00% 3.00%
requirements set forth above for Levels 1 through 4
are not met
------------ -------------------------------------------------------- ----------------- -----------------
and (iii) with respect to any Revolving Loans, during each Margin
Adjustment Period beginning after the Initial Borrowing Date, the
percentage per annum set forth below opposite the respective Level
indicated to have been achieved on the applicable Start Date for such
Margin Adjustment Period (as shown on the respective officer's
certificate delivered pursuant to Section 8.01(e)) in accordance with
the Requirements for the various Levels specified in the table below:
------------ -------------------------------------------------------- ----------------- -----------------
APPLICABLE APPLICABLE
LEVEL REQUIREMENTS MARGIN FOR MARGIN FOR
BASE RATE EURODOLLAR
LOANS LOANS
------------ -------------------------------------------------------- ----------------- -----------------
1 The Leverage Ratio was equal to or less than 3.25:1.00 1.25% 2.25%
on the last day of the Margin Adjustment Test Period
last ended
------------ -------------------------------------------------------- ----------------- -----------------
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------------ -------------------------------------------------------- ----------------- -----------------
APPLICABLE APPLICABLE
LEVEL REQUIREMENTS MARGIN FOR MARGIN FOR
BASE RATE EURODOLLAR
LOANS LOANS
------------ -------------------------------------------------------- ----------------- -----------------
2 The Leverage Ratio was greater than 3.25:1.00 and 1.50% 2.50%
equal to or less than 3.75:1.00 on the last day of the
Margin Adjustment Test Period last ended
------------ -------------------------------------------------------- ----------------- -----------------
3 The Leverage Ratio was greater than 3.75:1.00 and 1.75% 2.75%
equal to or less than 4.25:1.00 on the last day of the
Margin Adjustment Test Period last ended
------------ -------------------------------------------------------- ----------------- -----------------
4 The Leverage Ratio was greater than 4.25:1.00 and 2.00% 3.00%
equal to or less than 4.75:1.00 on the last day of the
Margin Adjustment Test Period last ended
------------ -------------------------------------------------------- ----------------- -----------------
5 Level 5 pricing shall apply at all times when the 2.25% 3.25%
requirements set forth above for Levels 1 through 4
are not met
------------ -------------------------------------------------------- ----------------- -----------------
; PROVIDED, HOWEVER, that Xxxxx 0 pricing, as set forth in each of the
above tables, respectively applicable to Term Loans and Revolving
Loans, shall also apply (other than in respect of Acquisition Loans) at
any time when any Default or Event of Default is in existence.
Notwithstanding anything to the contrary contained above, for all
periods occurring on or prior to the First Amendment Effective Date,
the Applicable Margins shall be determined in accordance with the
provisions of the Credit Agreement as same was in effect before the
entering into (and without giving effect to) the First Amendment and
any amendment, modification or waiver entered into subsequent thereto.
"Consolidated EBIT" shall mean, for any period, Consolidated
Net Income of the Company and its Subsidiaries determined as provided in the
definition of Consolidated Net Income, before total interest expense (whether
cash or non-cash) and provisions for taxes based on income, and determined (i)
without giving effect to any extraordinary gains or losses but with giving
effect to gains or losses from sales of assets sold in the ordinary course of
business, (ii) without giving effect to nonrecurring cash and non-cash charges
in an aggregate amount not to exceed $20,000,000 (for all periods combined),
(iii) to the extent that any such period includes the third fiscal quarter of
2000, without giving effect to extraordinary cash and non-cash charges incurred
in respect of store closings in such third fiscal quarter of 2000, which charges
(x) shall not exceed in the aggregate $3,580,000, and (y) shall have been
identified in writing by the chief financial officer of the Borrower to the
Administrative Agent and found reasonable by the Administrative Agent, (iv)
without giving effect to any non-cash charges deducted in determining
Consolidated Net Income for such period related to the issuance by the Borrower
of
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stock, warrants or options to management (or any exercise of any such
warrants or options), and (v) without giving effect to any fees and expenses
incurred in respect of this First Amendment.
"First Amendment" shall mean the First Amendment to this
Agreement, dated as of December 21, 2000.
"First Amendment Effective Date" shall mean the date upon
which the First Amendment becomes effective in accordance with the terms.
"RL/AL Maturity Date" shall mean November 15, 2003.
II. MISCELLANEOUS.
1. In order to induce the Lenders to enter into this First
Amendment, the Borrower hereby represents and warrants that (i) the
representations, warranties and agreements contained in Article 7 of the Credit
Agreement are true and correct in all material respects on and as of the First
Amendment Effective Date (as defined below) (unless such representations and
warranties relate to a specific earlier date, in which case such representations
and warranties shall be true and correct as of such earlier date) and (ii) there
exists no Default or Event of Default on the First Amendment Effective Date, in
each case both before and after giving effect to this First Amendment.
2. In addition to the representations and warranties made
pursuant to preceding Section 1, and in order to induce the Lenders to enter
into this First Amendment, the Borrower hereby represents and warrants that (i)
attached hereto as Schedules III, VII, VIII and IX are updated Schedules to the
corresponding Schedules attached to the Credit Agreement, which are in each case
true and correct (based upon the representations and warranties contained in the
Credit Agreement) as if the respective Schedule were prepared, and
representation and warranty were made, as of the First Amendment Effective Date
and (ii) the Borrower has reviewed all Annexes to the Pledge Agreement and the
Security Agreement, and no modifications would be required to be made thereto
for same to be accurate in all respects as if the representations in the Pledge
Agreement and Security Agreement relating thereto were made on the First
Amendment Effective Date, except in each case where any changes thereto would be
required, as reflected in the corresponding updated Annexes to the Pledge
Agreement or Security Agreement, as the case may be, attached to this First
Amendment, which updated Annexes are true and correct with respect to all
information required to be disclosed therein as of the First Amendment Effective
Date.
3. The representations and warranties contained above shall
constitute representations and warranties made by the Borrower pursuant to a
Credit Document, including without limitation for purposes of Section 10.02 of
the Credit Agreement
4. By its execution and delivery of a counterpart hereof, each
Subsidiary Guarantor acknowledges and agrees to the provisions of this First
Amendment, and further acknowledges and agrees that all extensions of credit
pursuant to the Credit Agreement (as
9
amended, modified and supplemented from time to time, including without
limitation pursuant to this First Amendment) continue to be guaranteed pursuant
to the Subsidiaries Guaranty and are secured pursuant to the various Security
Documents. The Borrower also acknowledges and agrees that all extensions of
credit pursuant to the Credit Agreement (as amended, modified and supplemented
from time to time, including pursuant to this First Amendment) are secured
pursuant to the Security Documents.
5. This First Amendment is limited as specified and shall not
constitute a modification, acceptance or waiver of any other provision of the
Credit Agreement or any other Credit Document.
6. This First Amendment may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which counterparts when executed and delivered shall be an original, but all
of which shall together constitute one and the same instrument. A complete set
of counterparts shall be lodged with the Borrower and the Administrative Agent.
7. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW
OF THE STATE OF NEW YORK.
8. This First Amendment shall become effective on the date
(the "First Amendment Effective Date") when the Borrower, each Subsidiary
Guarantor, the Required Lenders, the Majority Lenders of Term Loans and the
Majority Lenders of Acquisitions Loans shall have signed a counterpart hereof
(whether the same or different counterparts) and shall have delivered
(including, without limitation, by usage of facsimile transmission) the same to
the Administrative Agent at its Notice Office. This First Amendment and the
agreements contained herein shall be binding on the successors and assigns of
the parties hereto.
9. From and after the First Amendment Effective Date, all
references in the Credit Agreement and each of the Credit Documents to the
Credit Agreement shall be deemed to be references to the Credit Agreement as
amended hereby.
10. The Borrower hereby covenants and agrees that, so long as
the First Amendment Effective Date occurs, it shall pay to each Lender which
executes and delivers to the Administrative Agent (or its designee) a
counterpart hereof by the later to occur of (x) the close of business on the
First Amendment Effective Date or (y) 2:00 p.m. (New York time) on December 21,
2000 (such later date, the "OUTSIDE DATE"), or which is an immediate or
successive assignee of any Lender described above (with respect to amounts
obtained, directly or indirectly, by assignment from such Lender), a
non-refundable cash fee (the "CONSENT FEE") in an amount (in U.S. dollars) equal
to 37.5 basis points (0.375%) of an amount equal to the sum of the outstanding
principal amount of Term Loans and Acquisition Loans of such Lender and the
Revolving Loan Commitment of such Lender, in each case as same is in effect on
the First Amendment Effective Date, which Consent Fees shall not be subject to
counterclaim or set-off for, or be otherwise affected by, any claim or dispute
relating to any other matter and shall be
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paid by the Borrower to the Administrative Agent for distribution to the Lenders
not later than the second Business Day following the Outside Date.
* * *
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IN WITNESS WHEREOF, the parties hereto have caused a
counterpart of this First Amendment to be duly executed and delivered as of the
date first above written.
EYE CARE CENTERS OF AMERICA, INC.
By
----------------------------------------
Name:
Title:
BANKERS TRUST COMPANY,
as Administrative Agent,
By
---------------------------------------
Name:
Title:
XXXXXXX XXXXX CAPITAL CORPORATION,
as Syndication Agent,
By
----------------------------------------
Name:
Title:
BANK AUSTRIA CREDITANSTALT
CORPORATE FINANCE, INC.
By
----------------------------------------
Name:
Title:
BANK OF AMERICA, N.A.
By
----------------------------------------
Name:
Title:
CITY NATIONAL BANK
By
---------------------------------------
Name:
Title:
CREDIT INDUSTRIEL ET COMMERCIAL
By
---------------------------------------
Name:
Title:
CREDIT LYONNAIS
By
---------------------------------------
Name:
Title:
FLEET BANK, N.A.
By
----------------------------------------
Name:
Title:
FLEET NATIONAL BANK, N.A.
By
-----------------------------------
Name:
Title:
GENERAL ELECTRIC CAPITAL CORPORATION
By
-----------------------------------
Name:
Title:
XXXXXX FINANCIAL INC.
By
-----------------------------------
Name:
Title:
INDOSUEZ CAPITAL FUNDING IIA LTD.
By
----------------------------------
Name:
Title:
INDOSUEZ CAPITAL FUNDING IV, L.P.
By
-----------------------------------
Name:
Title:
ROYAL BANK OF CANADA
By
-----------------------------------
Name:
Title:
SCOTIABANC, INC.
By
-----------------------------------
Name:
Title:
SOCIETE GENERALE
By
-----------------------------------
Name:
Title:
Acknowledged and Agreed:
EYE CARE HOLDINGS, INC.
ENCLAVE ADVANCEMENT
GROUP, INC.
ECCA MANAGED VISION
CARE, INC.
VISIONWORKS HOLDINGS, INC.
VISIONWORKS, INC.
VISIONWORKS PROPERTIES, INC.
VISIONARY RETAIL MANAGEMENT, INC.
VISIONARY PROPERTIES, INC.
VISIONARY MSO, INC.
HOUR EYES, INC.
METROPOLITAN VISION SERVICES, INC.
XXXXX OPTICAL, INC.
VISION WORLD, INC.
EYE DRX RETAIL MANAGEMENT, INC.
By
-----------------------------
Name: Xxxx X. Xxxxx
Title: Treasurer & Executive Vice-President
On behalf of each of the above
Subsidiary Guarantors
