SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 28th, 2007 • Vision-Ease Lens CORP • Ophthalmic goods • Texas
This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 24th day of January, 2007, by and between Insight Equity A.P. X, LP, a Texas limited partnership (the “Company”), and Douglas C. Hepper, a resident of the State of Minnesota (“Executive”).
SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 22nd, 2006 • Vision-Ease Lens CORP • Ophthalmic goods • Texas
This SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT (this “Amendment”) is made and entered into effective for all purposes as of December 1, 2005 (the “Effective Date”) among INSIGHT EQUITY A.P. X, LP, a Texas limited partnership (“Borrower”), INSIGHT EQUITY A.P. X ASIA, LLC, a Delaware limited liability company (“Asia LLC”), PT. VISION-EASE ASIA, an investment company organized under the laws of the Republic of Indonesia (“Vision-Ease Asia”), INSIGHT EQUITY A.P. X CANADA, LLC, a Delaware limited liability company (“Canada LLC”), INSIGHT EQUITY A.P. X CANADA PARTNERS, LP, a Texas limited partnership (“Canada LP”), VISION-EASE CANADA CO., an unlimited company organized under the laws of the Province of Nova Scotia, Canada and successor in interest by amalgamation to Vision-Ease Canada, Ltd. (“Vision-Ease Canada”), VISION EASE LENS EUROPE LIMITED, a company limited by shares registered in England and Wales (“Vision-Ease Europe”), VISION-EASE L
SECOND AMENDMENT LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 26th, 2007 • Vision-Ease Lens CORP • Ophthalmic goods • Texas
This SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is made and entered into effective for all purposes as of December 1, 2005 (the “Effective Date”) among INSIGHT EQUITY A.P. X, LP, a Texas limited partnership (“Borrower”), INSIGHT EQUITY A.P. X ASIA, LLC, a Delaware limited liability company (“Asia LLC”), PT. VISION-EASE ASIA, an investment company organized under the laws of the Republic of Indonesia (“Vision-Ease Asia”), INSIGHT EQUITY A.P. X CANADA, LLC, a Delaware limited liability company (“Canada LLC”), INSIGHT EQUITY A.P. X CANADA PARTNERS, LP, a Texas limited partnership (“Canada LP”), VISION-EASE CANADA CO., an unlimited company organized under the laws of the Province of Nova Scotia, Canada and successor in interest by amalgamation to Vision-Ease Canada, Ltd. (“Vision-Ease Canada”), VISION EASE LENS EUROPE LIMITED, a company limited by shares registered in England and Wales (“Vision-Ease Europe”), VISION-EASE LENS LIMITED, a company limited by shares reg
AMENDED AND RESTATED INTERCREDITOR AGREEMENTIntercreditor Agreement • January 26th, 2007 • Vision-Ease Lens CORP • Ophthalmic goods • Texas
This Amended and Restated Intercreditor Agreement (this “Agreement”) is dated as of December 1, 2005, by and among PNC BANK, NATIONAL ASSOCIATION, in its capacity as agent for the Banks (as hereinafter defined) (the “Agent”), ORIX FINANCE CORP., in its capacity as agent for the Term Loans B Banks (as hereinafter defined) (the “Term Loans B Agent”) (each of the Agent and the Term Loans B Agent is a “Senior Agent” and they are collectively, the “Senior Agents”), PNC VENTURE CORP, a Delaware corporation (“PNCVC”), PNC EQUITY PARTNERS, L.P., a Delaware limited partnership (“PNCEP”), ERIE INDEMNITY COMPANY (“EIC”), CONNECTICUT GENERAL LIFE INSURANCE COMPANY (“CGLIC”), CONNECTICUT GENERAL LIFE INSURANCE COMPANY In Respect of a Separate Account (“CGLICSA”), LIFE INSURANCE COMPANY OF NORTH AMERICA (“LICNA”) (each of PNCVC, PNCEP, EIC, CGLIC, CGLICSA and LICNA and its successors and assigns (including, without limitation, the Investors (as defined in the Junior Lender Loan Agreement) is a “Juni
LIEN SUBORDINATION AGREEMENTLien Subordination Agreement • January 26th, 2007 • Vision-Ease Lens CORP • Ophthalmic goods • Texas
The undersigned, pursuant to that certain Loan and Security Agreement, dated as of December 1, 2005, by and among the Obligor (as defined below), certain of its subsidiaries and affiliates, certain financial institutions party thereto from time to time (individually, a “Lender” and collectively, the “Lenders”) and the undersigned, as a Lender and in its capacity as agent for the Lenders (in such capacity, “Agent”), as the same may be amended, supplemented, restated, modified or refinanced from time to time (the “Credit Agreement”), has or may acquire a security interest or other lien in the Property, as hereinafter defined, which is now, or hereafter may be, owned or leased by Insight Equity A.P. X, LP (“Obligor”). “Property” means the property identified on Schedule “A” and the identifiable proceeds thereof.
PLEASE NOTE THAT CERTAIN MATERIAL HAS BEEN OMITTED FROM THIS AGREEMENT AND NOTED AS “*REDACTED*” PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND THAT MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.Please Note • October 13th, 2006 • Vision-Ease Lens, Inc. • Minnesota
This Supply Agreement, effective as of December 7, 2005, by and between the “Buyer” Insight Equity A.P. X, LP dba Vision-Ease Lens, with its principal office located at 7000 Sunwood Drive Northwest: Ramsey, MN 55303 USA, subsequently referred to as “VEL,” and the “Seller” Shanghai Conant Optical Co., Ltd with its principal office located at 555 Chuan Da Rd. Pu Dong, Shanghai 201200, China, subsequently referred to as “SCO.”
PLEASE NOTE THAT CERTAIN MATERIAL HAS BEEN OMITTED FROM THIS AGREEMENT AND NOTED AS “*REDACTED*” PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND THAT MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.Please Note • October 13th, 2006 • Vision-Ease Lens, Inc. • Minnesota
This Agreement is entered into and effective this 1st day of January, 2005 (the “Effective Date”) by and between Corning Incorporated having an address of Corning, NY 14831 (“Corning”) and Insight Equity A.P.X, LP dba Vision-Ease Lens having an address of 7000 Sunwood Drive NW, Ramsey, Minnesota 55303 (“VEL”).
AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT PNC BANK, NATIONAL ASSOCIATION (AS A LENDER AND AS AGENT) AND THE OTHER LENDERS PARTY HERETO WITH INSIGHT EQUITY A.P. X, LP (AS BORROWER) AND INSIGHT EQUITY A.P. X ASIA, LLC, PT....Loan and Security Agreement • December 22nd, 2006 • Vision-Ease Lens CORP • Ophthalmic goods • Texas
Amended and Restated Revolving Credit, Term Loan and Security Agreement (this “Agreement”) dated as of December 1, 2005 among INSIGHT EQUITY A.P. X, LP, a Texas limited partnership (“Borrower”), INSIGHT EQUITY A.P. X ASIA, LLC, a Delaware limited liability company (“Asia LLC”), PT. VISION-EASE ASIA, an investment company organized under the laws of the Republic of Indonesia (“Vision-Ease Asia”), INSIGHT EQUITY A.P. X CANADA, LLC, a Delaware limited liability company (“Canada LLC”), INSIGHT EQUITY A.P. X CANADA PARTNERS, LP, a Texas limited partnership (“Canada LP”), VISION-EASE CANADA CO., an unlimited company organized under the laws of the Province of Nova Scotia, Canada and successor in interest by amalgamation to Vision-Ease Canada, Ltd. (“Vision-Ease Canada”), VISION EASE LENS EUROPE LIMITED, a company limited by shares registered in England and Wales (“Vision-Ease Europe”), VISION-EASE LENS LIMITED, a company limited by shares registered in England and Wales (“Vision-Ease Lens”),
LOAN AND SECURITY AGREEMENT ORIX FINANCE CORP. (AS A LENDER AND AS AGENT)Loan and Security Agreement • October 13th, 2006 • Vision-Ease Lens, Inc. • Texas
Loan and Security Agreement (this “Agreement”) dated as of December 1, 2005 among INSIGHT EQUITY A.P. X, LP, a Texas limited partnership (“Borrower”), INSIGHT EQUITY A.P. X ASIA, LLC, a Delaware limited liability company (“Asia LLC”), PT. VISION-EASE ASIA, an investment company organized under the laws of the Republic of Indonesia (“Vision-Ease Asia”), INSIGHT EQUITY A.P. X CANADA, LLC, a Delaware limited liability company (“Canada LLC”), INSIGHT EQUITY A.P. X CANADA PARTNERS, LP, a Texas limited partnership (“Canada LP”), VISION-EASE CANADA CO., an unlimited company organized under the laws of the Province of Nova Scotia, Canada and successor in interest by amalgamation to Vision-Ease Canada, Ltd. (“Vision-Ease Canada”), Vision Ease Lens Europe Limited, a company limited by shares registered in England and Wales (“Vision-Ease Europe”), Vision-Ease Lens Limited, a company limited by shares registered in England and Wales (“Vision-Ease Lens”), INSIGHT EQUITY A.P. X COMPANY, LLC, a Texas
WAIVER AND FIRST AMENDMENT TO LOAN AGREEMENTWaiver and First • October 13th, 2006 • Vision-Ease Lens, Inc.
This WAIVER AND FIRST AMENDMENT (this “Amendment”) is made and entered into as of June 8, 2006 but, unless otherwise specified, effective for all purposes as of December 1, 2005 (the “Effective Date”) to the Loan and Security Agreement dated as of December 1, 2005 (as heretofore amended, supplemented or otherwise modified, the “Loan Agreement”), among Insight Equity A.P. X, L.P. (“Borrower”), the Loan Parties named therein, and ORIX Finance Corp. as agent for the Lenders (in such capacity, “Agent”).
LOAN AGREEMENT VISION-EASE LENS, INC. P.T. VISION-EASE ASIALoan Agreement • October 13th, 2006 • Vision-Ease Lens, Inc. • Minnesota
· Borrower owes at least $5,590,249 in principal and accrued interest to Buckbee-Mears Netherlands B.V., a Netherlands limited liability company.
FORM OF LOCK-UP AGREEMENTVision-Ease Lens CORP • December 22nd, 2006 • Ophthalmic goods • New York
The undersigned understands that you, as Representative of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Vision-Ease Lens Corporation, a Delaware corporation (the “Company”) and certain stockholders of the Company, providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule I to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.01 per share, of the Company (the “Common Stock”). Capitalized terms used in this agreement (this “Agreement”) and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.
PLEASE NOTE THAT CERTAIN MATERIAL HAS BEEN OMITTED FROM THIS AGREEMENT AND NOTED AS “*REDACTED*” PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND THAT MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. SUPPLY AGREEMENTPlease Note • October 13th, 2006 • Vision-Ease Lens, Inc. • New York
having its address at Nihonbashi Hamacho Park Bldg. 5F, 35-4 Nihonbashi Hamacho 2-Chome, Chuo-ku, Tokyo 103-0007 JAPAN (hereinafter called “YS”)
INTERCREDITOR AGREEMENTIntercreditor Agreement • October 13th, 2006 • Vision-Ease Lens, Inc. • Texas
This Intercreditor Agreement (this “Agreement”), dated as of December 1, 2005, is by and among PNC BANK, NATIONAL ASSOCIATION, as agent (in such capacity, together with its successors and assigns, the “First Priority Representative”) for the First Priority Secured Parties (as defined below), ORIX FINANCE CORP., as agent (in such capacity, together with its successors and assigns, the “Second Priority Representative”) for the Second Priority Secured Parties (as defined below), INSIGHT EQUITY A.P. X, LP, a Texas limited partnership (the “Borrower”), and each of the other Loan Parties (as defined below) party hereto.
SETTLEMENT & LICENSE AGREEMENTLicense Agreement • October 13th, 2006 • Vision-Ease Lens, Inc. • Minnesota
This Settlement Agreement is entered into by and between Vision Ease Lens, Inc., (“VEL”), a Minnesota corporation having its principal place of business at One Meridian Crossings, Suite 850, Minneapolis, Minnesota 55423 and Younger Mfg. Co., a California corporation having its principal place of business at 2925 California Street, Torrance, California 90503 (“Younger”).
LIEN SUBORDINATION AGREEMENTLien Subordination Agreement • October 13th, 2006 • Vision-Ease Lens, Inc. • Texas
The undersigned, pursuant to that certain Loan and Security Agreement, dated as of December 1, 2005, by and among the Obligor (as defined below), certain of its subsidiaries and affiliates, certain financial institutions party thereto from time to time (individually, a “Lender” and collectively, the “Lenders”) and the undersigned, as a Lender and in its capacity as agent for the Lenders (in such capacity, “Agent”), as the same may be amended, supplemented, restated, modified or refinanced from time to time (the “Credit Agreement”), has or may acquire a security interest or other lien in the Property, as hereinafter defined, which is now, or hereafter may be, owned or leased by Insight Equity A.P. X, LP (“Obligor”). “Property” means the property identified on Schedule “A” and the identifiable proceeds thereof.
WAIVER AND FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 13th, 2006 • Vision-Ease Lens, Inc. • Texas
This WAIVER AND FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT (this “Amendment”) is made and entered into as of May 25, 2006 but, unless otherwise specified, effective for all purposes as of December 1, 2005 (the “Effective Date”) among INSIGHT EQUITY A.P. X, LP, a Texas limited partnership (“Borrower”), INSIGHT EQUITY A.P. X ASIA, LLC, a Delaware limited liability company (“Asia LLC”), PT. VISION-EASE ASIA, an investment company organized under the laws of the Republic of Indonesia (“Vision-Ease Asia”), INSIGHT EQUITY A.P. X CANADA, LLC, a Delaware limited liability company (“Canada LLC”), INSIGHT EQUITY A.P. X CANADA PARTNERS, LP, a Texas limited partnership (“Canada LP”), VISION-EASE CANADA CO., an unlimited company organized under the laws of the Province of Nova Scotia, Canada and successor in interest by amalgamation to Vision-Ease Canada, Ltd. (“Vision-Ease Canada”), VISION EASE LENS EUROPE LIMITED, a company limited by shares registe
MANAGEMENT AGREEMENTManagement Agreement • October 13th, 2006 • Vision-Ease Lens, Inc. • Texas
MANAGEMENT AGREEMENT, (the “Agreement”), dated as of October 31, 2004, by and among INSIGHT EQUITY A.P. X, LP, a Texas limited partnership (the “Partnership”), INSIGHT EQUITY A.P. X COMPANY, LLC, a Texas limited liability company (the “General Partner”) and INSIGHT EQUITY VISION MANAGEMENT, LLC, a Texas limited liability company (the “Managing Agent”).
