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 • September 29th, 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 • September 29th, 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;
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 29th, 2017 • National Vision Holdings, Inc. • Ophthalmic goods • Delaware
This INDEMNIFICATION AGREEMENT, dated as of March 13, 2014 (the “Agreement”), is among Nautilus Parent, Inc., a Delaware corporation (“Parent”), Nautilus Acquisition Holdings, Inc., a Delaware Corporation and wholly owned subsidiary of Parent (“Buyer”), Vision Holding Corp., a Delaware corporation and wholly owned subsidiary of Buyer (“Holdings”), National Vision, Inc., a Georgia Corporation and wholly owned subsidiary of Holdings (the “Company” and, together with Parent, Buyer and Holdings, the “Company Entities”), Kohlberg Kravis Roberts & Co. L.P. (“KKR”) and Berkshire Partners LLC (“Berkshire” and, together with KKR, the “Managers” and each, a “Manager”). Capitalized terms used herein without definition have the meanings set forth in Section 1 of this Agreement.
FIRST LIEN PLEDGE AGREEMENTFirst Lien Pledge Agreement • September 29th, 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 • September 29th, 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 • September 29th, 2017 • National Vision Holdings, Inc. • Ophthalmic goods • New York
JOINDER AGREEMENT, dated as of February 3, 2017 (this “Agreement” or “JoinderAgreement”), 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 • September 29th, 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 • September 29th, 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 • September 29th, 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.
ContractEquipment Lease Agreement • September 29th, 2017 • National Vision Holdings, Inc. • Ophthalmic goods • Delaware
Note: Information has been omitted from this agreement pursuant to a request for confidential treatment, and such information has been separately filed with the Securities and Exchange Commission. The omitted information has been marked with a bracketed asterisk (“[*]”).
FIRST LIEN GUARANTEENational Vision Holdings, Inc. • September 29th, 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 • September 29th, 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.
ContractLetter Agreement • September 29th, 2017 • National Vision Holdings, Inc. • Ophthalmic goods • Georgia
SALE PARTICIPATION AGREEMENT KKR Vision Aggregator L.P. New York, NY 10019Sale Participation Agreement • September 29th, 2017 • National Vision Holdings, Inc. • Ophthalmic goods • New York
You have entered into a Management Stockholder’s Agreement, dated as of the date hereof, between Nautilus Parent, Inc., a Delaware corporation (the “Company”), and you (the “Stockholder’s Agreement”) relating to (i) the exchange of all or a portion of your shares of common stock of Vision Holding Corp., a Delaware corporation (“VHC”), held by you immediately prior to the effective time of the Merger for Common Stock of the Company pursuant to the Contribution Agreement to be entered into between you and the Company prior to the date hereof, (ii) the exchange of all or a portion of your options to purchase shares of common stock of VHC outstanding immediately prior to the effective time of the Merger for fully-exercisable options to purchase shares of Common Stock after the Merger (the “Rollover Options”), (ii) the purchase/subscription by you of Purchased Stock; and/or (iii) the grant by the Company to you of options (the “New Options”, and together with the Rollover Options, the “Opti
STOCK OPTION AGREEMENTGrant Agreement • September 29th, 2017 • National Vision Holdings, Inc. • Ophthalmic goods
THIS GRANT AGREEMENT (the “Grant Agreement”), dated as of the date indicated on Schedule A hereto as the date the Grant memorialized herein has been granted (the “Grant Date”), is made by and between Nautilus Parent, Inc., a corporation existing under the laws of Delaware (hereinafter referred to as the “Company”) and the individual whose name is set forth on the Omnibus Signature Page to this Grant Agreement, who is an employee of the Company or any of its Service Recipients (hereinafter referred to as the “Optionee”). Any capitalized terms herein not otherwise defined in Article I shall have the meaning set forth in the 2014 Stock Incentive Plan for Key Employees of Nautilus Parent, Inc. and its Subsidiaries, as such Plan may be amended from time to time (the “Plan”).
National Vision, Inc. January 11, 2017National Vision Holdings, Inc. • September 29th, 2017 • Ophthalmic goods
Re: Management & Services Agreement dated as of May 1, 2012 by and between Wal-Mart Stores, Inc. and National Vision, Inc., as amended (the “M&S Agreement”)
MANAGEMENT STOCKHOLDER’S AGREEMENTManagement Stockholder’s Agreement • September 29th, 2017 • National Vision Holdings, Inc. • Ophthalmic goods • New York
This Management Stockholder’s Agreement (this “Agreement”) is entered into as of March 13, 2014, between Nautilus Parent, Inc., a Delaware corporation (the “Company”), and the person identified as the signatory on the Omnibus Signature Page (the “Management Stockholder”) (the Company and the Management Stockholder being hereinafter collectively referred to as the “Parties”). All capitalized terms not immediately defined are hereinafter defined in Section 6(b) of this Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 29th, 2017 • National Vision Holdings, Inc. • Ophthalmic goods • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 13, 2014, is by and among Nautilus Parent, Inc., a Delaware corporation (the “Corporation”) and each of the stockholders of the Corporation whose name appears on the signature pages hereto (other than the Corporation) and any other Person who may become a party hereto pursuant to Section 11(c)) (each a “Stockholder” and collectively, the “Stockholders”).
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...Second Lien Credit Agreement • September 29th, 2017 • National Vision Holdings, Inc. • Ophthalmic goods
CONTRIBUTION AGREEMENTContribution Agreement • September 29th, 2017 • National Vision Holdings, Inc. • Ophthalmic goods • New York
This Contribution Agreement, dated as of March 13, 2014 (this “Agreement”) is entered into by and among Nautilus Parent, Inc., a Delaware corporation (the “Company”) and the individual named in the signature page hereto (the “Management Stockholder”). Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Merger Agreement (as defined below).
Note: Information has been omitted from this agreement pursuant to a request for confidential treatment, and such information has been separately filed with the Securities and Exchange Commission. The omitted information has been marked with a...National Vision Holdings, Inc. • September 29th, 2017 • Ophthalmic goods • Texas
OPTION ROLLOVER AGREEMENTOption Rollover Agreement • September 29th, 2017 • National Vision Holdings, Inc. • Ophthalmic goods • New York
OPTION ROLLOVER AGREEMENT (this “Agreement”), dated as of March 7, 2014 (the “Management Stockholder”) is between Nautilus Parent, Inc., a Delaware corporation (the “Company”), and the Management Stockholder.
ContractSupplier Agreement • September 29th, 2017 • National Vision Holdings, Inc. • Ophthalmic goods
Note: Information has been omitted from this agreement pursuant to a request for confidential treatment, and such information has been separately filed with the Securities and Exchange Commission. The omitted information has been marked with a bracketed asterisk (“[*]”).
