National Vision Holdings, Inc. [●] Shares Common Stock ($0.01 par value) Underwriting AgreementUnderwriting Agreement • October 16th, 2017 • National Vision Holdings, Inc. • Ophthalmic goods • New York
National Vision Holdings, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, [●] shares of common stock, $0.01 par value (“Common Stock”), of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to [●] additional shares of Common Stock to cover overallotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain terms used herein are defined in Section 21 hereof.
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 16th, 2017 • National Vision Holdings, Inc. • Ophthalmic goods • Delaware
This Indemnification Agreement is dated as of _________, 2017 (this “Agreement”) and is between National Vision Holdings, Inc., a Delaware corporation (the “Company”), and [Name of director] (“Indemnitee”).
NATIONAL VISION HOLDINGS, INC. and U.S. BANK NATIONAL ASSOCIATION as TrusteeIndenture • May 12th, 2020 • National Vision Holdings, Inc. • Ophthalmic goods • New York
INDENTURE, dated as of May 12, 2020, between National Vision Holdings, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”).
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...First Lien 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;
National Vision Holdings, Inc. 12,500,000 Shares Common Stock ($0.01 par value) Underwriting AgreementUnderwriting Agreement • November 19th, 2018 • National Vision Holdings, Inc. • Ophthalmic goods • New York
Each of (i) KKR Vision Aggregator L.P. (the “KKR Selling Stockholder”), (ii) Berkshire Fund VI, Limited Partnership, Berkshire Investors LLC and Berkshire Investors III LLC (collectively, the “Berkshire Selling Stockholders”) and (iii) the other selling stockholder named on Schedule I(B) hereto (the “Management Selling Stockholder” and together with the KKR Selling Stockholder and the Berkshire Selling Stockholders, the “Selling Stockholders”), as a stockholder of National Vision Holdings, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters named in Schedule I(A) hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the number of shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (“Common Stock”), set forth next to such Selling Stockholder’s name on Schedule I(B) hereto. The aggregate 12,500,000 Shares to be sold by the Selling Stockholders are herein called the “Securities”).
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/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...First Lien/Second Lien 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;
National Vision Holdings, Inc. 9,149,908 Shares Common Stock ($0.01 par value) Underwriting AgreementUnderwriting Agreement • August 12th, 2019 • National Vision Holdings, Inc. • Ophthalmic goods • New York
KKR Vision Aggregator L.P. (the “Selling Stockholder”), as a stockholder of National Vision Holdings, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 9,149,908 shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (“Common Stock”). Certain terms used herein are defined in Section 24 hereof. To the extent there are no additional Underwriters listed in Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriter, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires.
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.
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.
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.
Underwriting AgreementUnderwriting Agreement • March 12th, 2018 • National Vision Holdings, Inc. • Ophthalmic goods • New York
Each of (i) KKR Vision Aggregator L.P. (the “KKR Selling Stockholder”), (ii) Berkshire Fund VI, Limited Partnership, Berkshire Investors LLC and Berkshire Investors III LLC (collectively, the “Berkshire Selling Stockholders”) and (iii) the other selling stockholders named on Schedule I(B) hereto (collectively, the “Management Selling Stockholders” and together with the KKR Selling Stockholder and the Berkshire Selling Stockholders, the “Selling Stockholders”), as a stockholder of National Vision Holdings, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters named in Schedule I(A) hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the number of shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (“Common Stock”), set forth next to such Selling Stockholder’s name on Schedule I(B) hereto. The aggregate [ ● ] Shares to be sold by the Selling Stockholders are herein called the “Und
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.
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.
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
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.
ContractManagement & Services Agreement • October 16th, 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 (“[*]”).
SECOND LIEN SECURITY AGREEMENTSecond Lien Security Agreement • July 17th, 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.
SECOND LIEN PLEDGE AGREEMENTSecond Lien Pledge Agreement • July 17th, 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 AND AMENDMENT AGREEMENTJoinder and Amendment Agreement • October 31st, 2017 • National Vision Holdings, Inc. • Ophthalmic goods • New York
JOINDER AND AMENDMENT AGREEMENT, dated as of October 31, 2017 (this “Agreement” or “Joinder and Amendment Agreement”), by and among the Borrower (as defined below), the Guarantors, each Revolving Credit Lender (in each case as a New Revolving Loan Lender, an Extending Lender and/or an Exiting Lender, as applicable), Goldman Sachs Bank USA, as Administrative Agent, Collateral Agent, Swingline Lender and a Letter of Credit Issuer, Bank of America, N.A., as a Letter of Credit Issuer and Citibank, N.A., as a Letter of Credit Issuer. Unless otherwise indicated, capitalized terms used but not defined herein having the meanings provided in the Credit Agreement (as defined below).
JOINDER AND AMENDMENT AND RESTATEMENT AGREEMENTJoinder and Amendment and Restatement Agreement • August 6th, 2019 • National Vision Holdings, Inc. • Ophthalmic goods • New York
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 18, 2019 (as amended, amended and restated, supplemented or otherwise modified from time to time), among NAUTILUS ACQUISITION HOLDINGS, INC., a Delaware corporation (“Holdings”), National Vision, Inc., a Georgia corporation (the “Borrower”), the lending institutions from time to time parties hereto (each a “Lender” and, collectively, together with the Swingline Lender, the “Lenders”), BANK OF AMERICA, N.A., as the Swingline Lender, the Administrative Agent and the Collateral Agent (such terms and each other capitalized term used but not defined in this preamble having the meaning provided in Section 1) and each Letter of Credit Issuer.
FIRST LIEN GUARANTEEFirst Lien Guarantee • September 29th, 2017 • National Vision Holdings, Inc. • 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.
JOINDER AND AMENDMENT AGREEMENTJoinder and Amendment Agreement • November 20th, 2017 • National Vision Holdings, Inc. • Ophthalmic goods • New York
JOINDER AND AMENDMENT AGREEMENT, dated as of November 20, 2017 (this “Agreement” or “Joinder and Amendment Agreement”), by and among the Borrower (as defined below), the Guarantors, each New Term Loan Lender party hereto (a “New Term Loan Lender”), each Revolving Credit Lender and Goldman Sachs Bank USA, as Administrative Agent and Collateral Agent. Unless otherwise indicated, capitalized terms used but not defined herein having the meanings provided in the Credit Agreement (as defined below).
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.
PERFORMANCE STOCK UNIT GRANT NOTICE UNDER THE NATIONAL VISION HOLDINGS, INC.Performance Stock Unit Agreement • May 7th, 2020 • National Vision Holdings, Inc. • Ophthalmic goods • Delaware
National Vision Holdings, Inc. (the “Company”), pursuant to its 2017 Omnibus Incentive Plan, as it may be amended and restated from time to time (the “Plan”), hereby grants to the Participant set forth below the number of Performance Stock Units, which are Restricted Stock Units that are subject to the performance-vesting conditions described herein (the “Performance Stock Units” or “PSUs”) set forth below. The Performance Stock Units are subject to all of the terms and conditions as set forth herein, in the Performance Stock Unit Agreement (attached hereto or previously provided to the Participant in connection with a prior grant), and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan.
AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENTStockholders' Agreement • October 31st, 2017 • National Vision Holdings, Inc. • Ophthalmic goods • Delaware
This AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (as the same may be amended from time to time in accordance with its terms, the “Agreement”) is entered into as of October 30, 2017, by and among National Vision Holdings, Inc. (formerly known as Nautilus Parent, Inc.), a Delaware corporation (the “Company”), and each of the stockholders of the Company whose name appears on the signature pages hereto (each, a “Stockholder” and collectively, the “Stockholders”).
AMENDMENT 3 TO THE MANAGEMENT & SERVICES AGREEMENT BETWEEN WALMART, INC. AND NATIONAL VISION, INC.Management & Services Agreement • January 22nd, 2020 • National Vision Holdings, Inc. • Ophthalmic goods
This Amendment 3 to the MANAGEMENT & SERVICES AGREEMENT, dated as of May 1, 2012, as amended (the “Agreement”), between Walmart, Inc. (f/k/a Wal-Mart Stores, Inc.) (“Walmart”) and National Vision, Inc. (“Manager”) is effective as of January 23, 2020. All capitalized terms used but not defined in this amendment have the meaning given those terms in the Agreement.
ContractLetter Agreement • September 29th, 2017 • National Vision Holdings, Inc. • Ophthalmic goods • Georgia
March 9, 2018Direct Lens Supply Agreement • May 15th, 2018 • National Vision Holdings, Inc. • Ophthalmic goods
AMENDMENT 4 TO THE MANAGEMENT & SERVICES AGREEMENT BETWEEN WALMART INC. AND NATIONAL VISION, INC.Management & Services Agreement • July 20th, 2020 • National Vision Holdings, Inc. • Ophthalmic goods
This Amendment 4 to the MANAGEMENT & SERVICES AGREEMENT, dated as of May 1, 2012, as amended (the “Agreement”), between Walmart Inc. (f/k/a Wal-Mart Stores, Inc.) (“Walmart”) and National Vision, Inc. (“Manager”) is effective as of July 17, 2020. All capitalized terms used but not defined in this amendment have the meaning given those terms in the Agreement.
AMENDED AND RESTATED 2013 EQUITY INCENTIVE PLANEquity Incentive Plan • October 26th, 2017 • National Vision Holdings, Inc. • Ophthalmic goods • Delaware
WHEREAS, pursuant to the Agreement and Plan of Merger, dated as of February 6, 2014 (the “Merger Agreement”), among Vision Holding Corp. (“VHC”), Nautilus Acquisition Holdings, Inc., and Nautilus Merger Sub, Inc., it is expected that Nautilus Merger Sub, Inc. will merge with and into VHC with VHC as the surviving corporation and a wholly-owned indirect subsidiary of Nautilus Parent, Inc. (the “Company”) (the “Merger”) effective on March 13, 2014 (the “Closing Date”);
ContractSupplier Agreement • August 28th, 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 (“[*]”).
AMENDMENT NO. 1Amendment No. 1 • May 7th, 2020 • National Vision Holdings, Inc. • Ophthalmic goods • New York
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 18, 2019 (as amended, amended and restated, supplemented or otherwise modified from time to time), among NAUTILUS ACQUISITION HOLDINGS, INC., a Delaware corporation (“Holdings”), National Vision, Inc., a Georgia corporation (the “Borrower”), the lending institutions from time to time parties hereto (each a “Lender” and, collectively, together with the Swingline Lender, the “Lenders”), BANK OF AMERICA, N.A., as the Swingline Lender, the Administrative Agent and the Collateral Agent (such terms and each other capitalized term used but not defined in this preamble having the meaning provided in Section 1) and each Letter of Credit Issuer.
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...Direct Lens Supply Letter Agreement • August 28th, 2017 • National Vision Holdings, Inc. • Ophthalmic goods
ContractLetter Agreement • August 28th, 2017 • National Vision Holdings, Inc. • Ophthalmic goods
