Eye Care Centers of America Inc Sample Contracts

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1 Exhibit 2.1 STOCK PURCHASE AGREEMENT Dated as of August 15, 1996
Stock Purchase Agreement • June 10th, 1998 • Eye Care Centers of America Inc • Retail-retail stores, nec • New York
Among
Agreement and Plan of Merger • December 3rd, 2004 • Eye Care Centers of America Inc • Retail-retail stores, nec • Texas
1 EXHIBIT 10.1 EYE CARE CENTERS OF AMERICA, INC. STOCKHOLDERS' AGREEMENT EYE CARE CENTERS OF AMERICA, INC. STOCKHOLDERS' AGREEMENT TABLE OF CONTENTS
Stockholders' Agreement • June 10th, 1998 • Eye Care Centers of America Inc • Retail-retail stores, nec • Massachusetts
MASTER LEASE AGREEMENT
Master Lease Agreement • June 10th, 1998 • Eye Care Centers of America Inc • Retail-retail stores, nec • Utah
1 Ex. 4.5 REGISTRATION RIGHTS AGREEMENT Dated as of April 24, 1998
Registration Rights Agreement • June 10th, 1998 • Eye Care Centers of America Inc • Retail-retail stores, nec • New York
EXHIBIT 2.3 RECAPITALIZATION AGREEMENT Dated as of March 6, 1998
Recapitalization Agreement • June 10th, 1998 • Eye Care Centers of America Inc • Retail-retail stores, nec • New York
and
Eye Care Centers of America Inc • November 12th, 2002 • Retail-retail stores, nec • New York
WITNESSETH:
Employment Agreement • June 10th, 1998 • Eye Care Centers of America Inc • Retail-retail stores, nec
WITNESSETH:
Voting and Support Agreement • December 3rd, 2004 • Eye Care Centers of America Inc • Retail-retail stores, nec • New York
CREDIT AGREEMENT among LFS-MERGER SUB, INC. (The rights and obligations of which hereunder are to be assumed by Eye Care Centers of America, Inc.), as Borrower, ECCA HOLDINGS CORPORATION, The Several Lenders from Time to Time Parties Hereto, BANK OF...
Credit Agreement • May 3rd, 2005 • Eye Care Centers of America Inc • Retail-retail stores, nec • New York

CREDIT AGREEMENT (this “Agreement”), dated as of March 1, 2005, among LFS-MERGER SUB, INC., a Texas corporation (the “LFS-Merger Sub” and, together with any assignee of LFS-Merger Sub’s rights and obligations hereunder as provided for herein, including Eye Care Centers of America, Inc., the “Borrower”), ECCA HOLDINGS CORPORATION, a Delaware corporation (“Holdings”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), BANK OF AMERICA, N.A. and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as co-syndication agents (in such capacity, the “Co-Syndication Agents”), and JPMORGAN CHASE BANK, N.A., as administrative agent.

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GUARANTEE AND COLLATERAL AGREEMENT made by ECCA HOLDINGS CORPORATION LFS-MERGER SUB, INC. (The rights and obligations of which hereunder are to be assumed by Eye Care Centers of America, Inc.), and certain of its Subsidiaries in favor of JPMORGAN...
Guarantee and Collateral Agreement • May 3rd, 2005 • Eye Care Centers of America Inc • Retail-retail stores, nec • New York

GUARANTEE AND COLLATERAL AGREEMENT, dated as of March 1, 2005, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the Credit Agreement, dated as of March 1, 2005 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among ECCA HOLDINGS CORPORATION (“Holdings”), LFS-MERGER SUB, INC. (the “LFS-Merger Sub” and, together with any assignee of LFS-Merger Sub’s rights and obligations under the Credit Agreement as provided for therein, including Eye Care Centers of America, Inc., the “Borrower”), the Lenders and the Administrative Agent.

LFS-MERGER SUB, INC., (to be merged with and into EYE CARE CENTERS OF AMERICA, INC.) AND THE BANK OF NEW YORK, as Trustee 10 3/4% Senior Subordinated Notes due 2015
Indenture • May 3rd, 2005 • Eye Care Centers of America Inc • Retail-retail stores, nec • New York

INDENTURE dated as of February 4, 2005, between LFS-MERGER SUB, INC., a Texas corporation (the “Company”), and THE BANK OF NEW YORK, a New York banking corporation, as trustee (in such capacity, the “Trustee”).

LEASE AGREEMENT
Lease Agreement • May 3rd, 2005 • Eye Care Centers of America Inc • Retail-retail stores, nec

THIS LEASE AGREEMENT is made this 27 day of FEBRUARY, 1997, between SCI Development Services Incorporated (“Landlord”), and the Tenant named below.

RECITALS
Employment Agreement • June 10th, 1998 • Eye Care Centers of America Inc • Retail-retail stores, nec • Virginia
WITNESSETH:
Voting and Support Agreement • December 3rd, 2004 • Eye Care Centers of America Inc • Retail-retail stores, nec • Texas
ARTICLE I
Professional Business Management Agreement • November 10th, 2003 • Eye Care Centers of America Inc • Retail-retail stores, nec • Texas
ESCROW AND SECURITY AGREEMENT
Escrow and Security Agreement • May 3rd, 2005 • Eye Care Centers of America Inc • Retail-retail stores, nec • New York

This ESCROW AND SECURITY AGREEMENT (this “Escrow and Security Agreement”) is made and entered into as of February 4, 2005 among LFS-Merger Sub, Inc., a Texas corporation (the “Pledgor”), The Bank of New York, as Trustee under the Indenture referred to below (in such capacity, the “Trustee”), The Bank of New York, as securities intermediary and escrow agent (in such capacity, the “Escrow Agent”), and J.P. Morgan Securities Inc., Banc of America Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated (collectively, the “Initial Purchasers”), in favor of the holders (the “Holders”) of the Notes (as defined herein) issued on the date hereof by the Pledgor under the Indenture referred to below.

ECCA MANAGEMENT SERVICES, LTD. December 3, 2009
Letter Agreement • December 4th, 2009 • Eye Care Centers of America Inc • Retail-retail stores, nec • Texas

This letter agreement (the “Agreement”) sets forth certain conditions with regard to your employment and post-employment activities as well as the conditions under which you will be entitled to receive severance benefits. For definitions of capitalized terms used in this Agreement, see Appendix A. The term of this Agreement is from December 3, 2009 to December 31, 2011 and replaces and supersedes the letter agreement dated September 17, 2008 as well as any other prior agreements pertaining to the subject matter hereof. This Agreement applies to terminations of employment during this term.

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