EXHIBIT 10.1 AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 13th, 2002 • Cole National Group Inc • Retail-hobby, toy & game shops • New York
COLE NATIONAL GROUP, INC.Supplemental Indenture • December 5th, 1997 • Cole National Group Inc • Retail-hobby, toy & game shops • New York
Exhibit 10.3 EMPLOYMENT AGREEMENT AGREEMENT, dated as of the 3RD day of September, 2003 (this "Agreement"), by and between COLE NATIONAL CORPORATION, a DELAWARE corporation (the "Company"), and PATRICIA M. LUZIER (the "Executive"). WHEREAS, the Board...Employment Agreement • December 15th, 2003 • Cole National Group Inc • Retail-hobby, toy & game shops • Ohio
INDENTUREIndenture • September 4th, 1997 • Cole National Group Inc • Retail-hobby, toy & game shops • New York
SECOND AMENDMENTCole National Group Inc • September 4th, 1997 • Retail-hobby, toy & game shops • New York
AS ISSUER ANDRegistration Rights Agreement • June 21st, 2002 • Cole National Group Inc • Retail-hobby, toy & game shops • New York
RECITALS:First Supplemental Indenture • September 4th, 1997 • Cole National Group Inc • Retail-hobby, toy & game shops • New York
OFFER TO EXCHANGE 8 7/8% SENIOR SUBORDINATED NOTES DUE 2012 WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, FOR ANY AND ALL OUTSTANDING 8 7/8% SENIOR SUBORDINATED NOTES DUE 2012 OFCole National Group Inc • June 21st, 2002 • Retail-hobby, toy & game shops
1 Exhibit 4.5 REGISTRATION RIGHTS AGREEMENT Dated as of August 22, 1997Registration Rights Agreement • September 4th, 1997 • Cole National Group Inc • Retail-hobby, toy & game shops • New York
SECOND AMENDMENT SECOND AMENDMENT, dated as of September 13, 2002 (this "AMENDMENT"), to the Amended and Restated Credit Agreement, dated as of May 23, 2002 (as amended, supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT"),...Second Amendment • September 17th, 2002 • Cole National Group Inc • Retail-hobby, toy & game shops • New York
FIRST AMENDMENTCredit Agreement • September 17th, 2002 • Cole National Group Inc • Retail-hobby, toy & game shops • New York
OFFER TO EXCHANGE 8 7/8% SENIOR SUBORDINATED NOTES DUE 2012 WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, FOR ANY AND ALL OUTSTANDING 8 7/8% SENIOR SUBORDINATED NOTES DUE 2012 OFCole National Group Inc • July 3rd, 2002 • Retail-hobby, toy & game shops
THIRD AMENDMENTThird Amendment • May 19th, 2003 • Cole National Group Inc • Retail-hobby, toy & game shops • New York
WAIVER WAIVER (this "Waiver") dated as of May 9, 2003 to the Amended and Restated Credit Agreement, dated as of May 23, 2002 (as amended, supplemented or otherwise modified from time to time the "Credit Agreement among COLE VISION CORPORATION, a...Waiver • May 19th, 2003 • Cole National Group Inc • Retail-hobby, toy & game shops • New York
EXHIBIT 10.2 SEPARATION AGREEMENT AND MUTUAL RELEASE THIS SEPARATION AGREEMENT AND MUTUAL RELEASE (this "Agreement"), made and entered into as of this 16th day of July, 2003 (the "Effective Date"), by and between Cole National Corporation, a Delaware...Separation Agreement and Mutual Release • September 15th, 2003 • Cole National Group Inc • Retail-hobby, toy & game shops • Ohio
AGREEMENT:Employment Agreement • June 16th, 2003 • Cole National Group Inc • Retail-hobby, toy & game shops • Ohio
AMENDMENTCredit Agreement • September 4th, 1997 • Cole National Group Inc • Retail-hobby, toy & game shops • New York
Exhibit 10.4 Execution Version MULTI-YEAR PERFORMANCE INCENTIVE BONUS ADDENDUM This Addendum Agreement between Larry Pollock ("Pollock") and Cole National Corporation ("Cole National") has been negotiated between Pollock and Cole National pursuant to...Cole National Group Inc • December 15th, 2003 • Retail-hobby, toy & game shops
ARTICLE I AMENDMENT TO MERGER AGREEMENTAgreement and Plan of Merger • July 15th, 2004 • Cole National Group Inc • Retail-hobby, toy & game shops
COLE NATIONAL GROUP, INC. 1999 SUPPLEMENTAL RETIREMENT BENEFIT PLAN Payment Election AgreementPayment Election Agreement • April 12th, 2004 • Cole National Group Inc • Retail-hobby, toy & game shops
This Payment Election Agreement (the “Agreement”) is between the undersigned, Larry Pollock (the “Participant”), and Cole National Group, Inc. (the “Company”), and is subject to all of the terms and conditions of the Cole National Group, Inc. 1999 Supplemental Retirement Benefit Plan, effective January 1, 1999 (as amended from time to time), (the “Plan”). Capitalized terms not defined herein shall have meanings set forth in the Plan.
EXHIBIT 10.6 LETTER OF CREDIT REIMBURSEMENT AND SECURITY AGREEMENT In consideration of the issuance, from time to time, at our request of a Credit (hereinafter defined) in accordance with the terms of any Letter of Credit Application (hereinafter...Reimbursement and Security Agreement • December 15th, 2003 • Cole National Group Inc • Retail-hobby, toy & game shops • Ohio
FORM OF LICENSE/LEASE AGREEMENT OPTICALLease Agreement • May 19th, 2003 • Cole National Group Inc • Retail-hobby, toy & game shops • Illinois
logo] COLE NATIONALCole National Group Inc • December 15th, 2003 • Retail-hobby, toy & game shops
SUPPLEMENTAL INDENTURESupplemental Indenture • November 18th, 2004 • Cole National Group Inc • Retail-hobby, toy & game shops • New York
This Supplemental Indenture (this “Supplemental Indenture”), dated as of November 1, 2004, is entered into between Cole National Group, Inc., a Delaware corporation (the “Company”), and Wells Fargo Bank, N.A. (successor by merger to Wells Fargo Bank Minnesota, N.A.), as trustee under the indenture referred to below (the “Trustee”).
