FIRST LIEN CREDIT AGREEMENT dated as of March 13, 2014 among NAUTILUS ACQUISITION HOLDINGS, INC., as Holdings, NAUTILUS MERGER SUB, INC., as the Initial Borrower, VISION HOLDINGS CORP., as the Surviving Borrower NATIONAL VISION, INC., as the Borrower...Credit Agreement • July 10th, 2017 • National Vision Holdings, Inc. • Ophthalmic goods • New York
WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated as of February 6, 2014 (the “Acquisition Agreement”), by and among Holdings, MergerSub, the Company and BSR LLC, Holdings will acquire the Company through an acquisition transaction pursuant to the Acquisition Agreement whereby MergerSub will merge (the “Merger”) with and into the Company, with the Company surviving the Merger;
FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT among NAUTILUS ACQUISITION HOLDINGS, INC., NAUTILUS MERGER SUB, LLC, and the other Grantors party hereto, GOLDMAN SACHS BANK USA, as Senior Representative for the Credit Agreement Secured Parties, MORGAN...Intercreditor Agreement • July 10th, 2017 • National Vision Holdings, Inc. • Ophthalmic goods • New York
WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated as of February 6, 2014 (the “Acquisition Agreement”), by and among Holdings, Initial Borrower, the Company and BSR LLC, Holdings will acquire the Company through an acquisition transaction pursuant to the Acquisition Agreement whereby Initial Borrower will merge (the “Merger”) with and into the Company, with the Company surviving the Merger;
FIRST LIEN PLEDGE AGREEMENTFirst Lien Pledge Agreement • July 10th, 2017 • National Vision Holdings, Inc. • Ophthalmic goods • New York
FIRST LIEN PLEDGE AGREEMENT, dated as of March 13, 2014 (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Pledge Agreement”), among Nautilus Acquisition Holdings, Inc., a Delaware corporation (“Holdings”), Nautilus Merger Sub, LLC, a Delaware limited liability company (“MergerSub”), Vision Holding Corp., a Delaware corporation (the “Company”), National Vision, Inc., a Georgia corporation (“NVI”), each of the Subsidiaries listed on the signature pages hereto or that becomes a party hereto pursuant to Section 29 hereof (each such Subsidiary being a “Subsidiary Pledgor” and, collectively, the “Subsidiary Pledgors”; the Subsidiary Pledgors, Holdings, MergerSub and the Company are referred to collectively as the “Pledgors”), and Goldman Sachs Bank USA, as collateral agent (in such capacity, the “Collateral Agent”) for the benefit of the Secured Parties.
SECOND LIEN PLEDGE AGREEMENTPledge Agreement • July 10th, 2017 • National Vision Holdings, Inc. • Ophthalmic goods • New York
SECOND LIEN PLEDGE AGREEMENT, dated as of March 13, 2014 (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Pledge Agreement”), among Nautilus Acquisition Holdings, Inc., a Delaware corporation (“Holdings”), Nautilus Merger Sub, LLC, a Delaware limited liability company (“MergerSub”), Vision Holding Corp., a Delaware corporation (the “Company”), National Vision, Inc., a Georgia corporation (“NVI”), each of the Subsidiaries listed on the signature pages hereto or that becomes a party hereto pursuant to Section 29 hereof (each such Subsidiary being a “Subsidiary Pledgor” and, collectively, the “Subsidiary Pledgors”; the Subsidiary Pledgors, Holdings, MergerSub and the Company are referred to collectively as the “Pledgors”), and Morgan Stanley Senior Funding, Inc., as collateral agent (in such capacity, the “Collateral Agent”) for the benefit of the Secured Parties.
JOINDER AGREEMENTJoinder Agreement • July 10th, 2017 • National Vision Holdings, Inc. • Ophthalmic goods • New York
JOINDER AGREEMENT, dated as of February 3, 2017 (this “Agreement” or “Joinder Agreement”), by and among KKR Corporate Lending LLC (the “New Term Loan Lender”), the Borrower (as defined below), the Guarantors and Goldman Sachs Bank USA, as Administrative Agent and Collateral Agent.
SECOND LIEN SECURITY AGREEMENTSecond Lien Security Agreement • July 10th, 2017 • National Vision Holdings, Inc. • Ophthalmic goods • New York
THIS SECOND LIEN SECURITY AGREEMENT, dated as of March 13, 2014, among Nautilus Acquisition Holdings, Inc., a Delaware corporation (“Holdings”), Nautilus Merger Sub, LLC, a Delaware limited liability company (“MergerSub”), Vision Holding Corp., a Delaware corporation (the “Company”), National Vision, Inc., a Georgia corporation (“NVI”), each of the Subsidiaries listed on the signature pages hereto or that becomes a party hereto pursuant to Section 8.14 (each such entity being a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; the Subsidiary Grantors, Holdings, MergerSub and the Company are referred to collectively as the “Grantors”), and Morgan Stanley Senior Funding, Inc., as collateral agent (in such capacity, the “Collateral Agent”) for the benefit of the Secured Parties.
JOINDER AND AMENDMENT AGREEMENTJoinder and Amendment Agreement • July 10th, 2017 • National Vision Holdings, Inc. • Ophthalmic goods • New York
JOINDER AND AMENDMENT AGREEMENT, dated as of May 29, 2015 (this “Agreement” or “Joinder and Amendment Agreement”), by and among KKR Corporate Lending LLC (the “New Term Loan Lender”), the Borrower (as defined below), the Guarantors and Goldman Sachs Bank USA, as Administrative Agent and Collateral Agent.
FIRST LIEN SECURITY AGREEMENTFirst Lien Security Agreement • July 10th, 2017 • National Vision Holdings, Inc. • Ophthalmic goods • New York
THIS FIRST LIEN SECURITY AGREEMENT, dated as of March 13, 2014, among Nautilus Acquisition Holdings, Inc., a Delaware corporation (“Holdings”), Nautilus Merger Sub, LLC, a Delaware limited liability company (“MergerSub”), Vision Holding Corp., a Delaware corporation (the “Company”), National Vision, Inc., a Georgia corporation (“NVI”) each of the Subsidiaries listed on the signature pages hereto or that becomes a party hereto pursuant to Section 8.14 (each such entity being a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; the Subsidiary Grantors, Holdings, MergerSub and the Company are referred to collectively as the “Grantors”), and Goldman Sachs Bank USA, as collateral agent (in such capacity, the “Collateral Agent”) for the benefit of the Secured Parties.
FIRST LIEN GUARANTEENational Vision Holdings, Inc. • July 10th, 2017 • Ophthalmic goods • New York
THIS FIRST LIEN GUARANTEE dated as of March 13, 2014 (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Guarantee”), by each of the signatories listed on the signature pages hereto and each of the other entities that becomes a party hereto pursuant to Section 20 (the “Guarantors,” and individually, a “Guarantor”), in favor of the Collateral Agent for the benefit of the Secured Parties.
SECOND LIEN GUARANTEESecond Lien Guarantee • July 10th, 2017 • National Vision Holdings, Inc. • Ophthalmic goods • New York
THIS SECOND LIEN GUARANTEE dated as of March 13, 2014 (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Guarantee”), by each of the signatories listed on the signature pages hereto and each of the other entities that becomes a party hereto pursuant to Section 20 (the “Guarantors,” and individually, a “Guarantor”), in favor of the Collateral Agent for the benefit of the Secured Parties.
SECOND LIEN CREDIT AGREEMENT dated as of March 13, 2014 among NAUTILUS ACQUISITION HOLDINGS, INC., as Holdings, NAUTILUS MERGER SUB, INC., as the Initial Borrower, VISION HOLDINGS CORP., as the Surviving Borrower NATIONAL VISION, INC., as the Borrower...Credit Agreement • July 10th, 2017 • National Vision Holdings, Inc. • Ophthalmic goods
