Exhibit 10.58Credit Agreement • February 5th, 1999 • Vista Eyecare Inc • Retail-retail stores, nec • Georgia
EXHIBIT (C)(1) AGREEMENT AND PLAN OF MERGER DATED AS OF JULY 13, 1998,Merger Agreement • July 20th, 1998 • National Vision Associates LTD • Retail-retail stores, nec • Delaware
AMONGMerger Agreement • July 28th, 2005 • National Vision Inc • Retail-retail stores, nec • Georgia
RECITALSRights Agreement • May 18th, 2004 • National Vision Inc • Retail-retail stores, nec
AGREEMENTExecutive Employment Agreement • February 12th, 1997 • National Vision Associates LTD • Retail-retail stores, nec • Georgia
RECITALS:Agreement and Plan of Merger • October 5th, 1998 • National Vision Associates LTD • Retail-retail stores, nec
Dated as of January 6, 2004 Angus C. Morrison 365 Stanyan Place Alpharetta, GA 30022 Re: CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE Dear Angus: This letter (the "Agreement") will confirm the arrangements concerning your separation from...Separation Agreement • May 18th, 2004 • National Vision Inc • Retail-retail stores, nec • Georgia
FIFTH AMENDMENT TO CREDIT AGREEMENT THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is dated as of the 12th day of December, 1996, among NATIONAL VISION ASSOCIATES, LTD. (the "Borrower"), WACHOVIA BANK OF GEORGIA, N.A., as Agent (the...Credit Agreement • February 12th, 1997 • National Vision Associates LTD • Retail-retail stores, nec • Georgia
RECITALS:Loan and Security Agreement • April 2nd, 2004 • National Vision Inc • Retail-retail stores, nec • Georgia
AGREEMENTRights Agreement • April 12th, 2000 • Vista Eyecare Inc • Retail-retail stores, nec • Georgia
SENIOR SECURED, SUPER-PRIORITY DEBTOR-IN-POSSESSION LOAN AND SECURITY AGREEMENT by and among VISTA EYECARE, INC. (f/k/a National Vision Associates, Ltd.), INTERNATIONAL VISION ASSOCIATES, LTD., NVAL HEALTHCARE SYSTEMS , INC., MIDWEST VISION, INC.,...Loan and Security Agreement • August 14th, 2000 • Vista Eyecare Inc • Retail-retail stores, nec • Georgia
FIRST AMENDMENT OF INDENTURE THIS FIRST AMENDMENT OF INDENTURE (this "Amendment"), made and entered into as of July 6, 2001 (the "First Amendment Effective Date"), by and between NATIONAL VISION, INC., a Georgia corporation (the "Company"), and State...Indenture • August 9th, 2001 • National Vision Inc • Retail-retail stores, nec • New York
RIGHTS AGREEMENT dated as of JANUARY 17, 1997 betweenRights Agreement • January 17th, 1997 • National Vision Associates LTD • Retail-retail stores, nec • Georgia
NATIONAL VISION ASSOCIATES, LTD., as Issuer,Indenture • February 5th, 1999 • Vista Eyecare Inc • Retail-retail stores, nec • New York
INDENTUREIndenture • May 31st, 2001 • National Vision Inc • Retail-retail stores, nec • New York
AMENDED AND RESTATED CREDIT AGREEMENT by and between VISTA EYECARE, INC. (f/k/a National Vision Associates, Ltd.)Credit Agreement • April 12th, 2000 • Vista Eyecare Inc • Retail-retail stores, nec • Georgia
BETWEENAsset Purchase Agreement • May 8th, 2001 • Vista Eyecare Inc • Retail-retail stores, nec • Georgia
RECITALS:Loan and Security Agreement • October 29th, 2004 • National Vision Inc • Retail-retail stores, nec • Georgia
CREDIT AGREEMENTCredit Agreement • October 14th, 1997 • National Vision Associates LTD • Retail-retail stores, nec • Georgia
Exhibit 10.19 ------------- INDEMNIFICATION AGREEMENT THIS AGREEMENT is made this ____ day of ___________, 2001, by and between National Vision, Inc. a Georgia corporation (the "Corporation"), and __________________ (the "Indemnified Party"). W I T N...Indemnification Agreement • August 14th, 2001 • National Vision Inc • Retail-retail stores, nec • Georgia
EXHIBIT 10.5 LEASE EXTENSION AND MODIFICATION AGREEMENT THIS LEASE EXTENSION AND MODIFICATION AGREEMENT, made and entered into this 1st day of July, 2003, by and between NATIONAL VISION, INC. (formerly known as Vista Eyecare), dba Vista Optical, and...Lease Extension and Modification Agreement • April 2nd, 2004 • National Vision Inc • Retail-retail stores, nec
1 EXHIBIT (c)(2) STOCK TENDER AGREEMENT THIS STOCK TENDER AGREEMENT (this "Agreement") is made this 13th day of July, 1998, by and among NATIONAL VISION ASSOCIATES, LTD., a Georgia corporation ("Parent"), NW ACQUISITION CORP., a wholly-owned...Stock Tender Agreement • July 20th, 1998 • National Vision Associates LTD • Retail-retail stores, nec • Delaware
Exhibit 4.3Registration Rights Agreement • February 5th, 1999 • Vista Eyecare Inc • Retail-retail stores, nec • New York
Exhibit 4.2 National Vision Associates, Ltd. $125,000,000 Aggregate Principal Amount of 12 % Senior Notes due 2005 PURCHASE AGREEMENT ------------------Purchase Agreement • February 5th, 1999 • Vista Eyecare Inc • Retail-retail stores, nec
STOCK PURCHASE AGREEMENT BETWEEN MYREL NEUMANN, O.D. AND NATIONAL VISION ASSOCIATES, LTD. SEPTEMBER 15, 1997 TABLE OF CONTENTSStock Purchase Agreement • March 9th, 1998 • National Vision Associates LTD • Retail-retail stores, nec • Georgia
February 10, 1997 Edward G. Weiner 600 Golden Harbor Drive Boca Raton, FL 33431 Re: Employment Agreement dated February 27, 1992, as amended by Letter Agreement dated May 16, 1995 (collectively, the "Employment Agreement") between National Vision...Noncompetition Agreement • April 29th, 1997 • National Vision Associates LTD • Retail-retail stores, nec
RECITALSRights Agreement • April 2nd, 2004 • National Vision Inc • Retail-retail stores, nec
REGISTRATION RIGHTS AGREEMENT By and Among NATIONAL VISION, INC. and THE PERSONS LISTED ON THE SIGNATURE PAGES HEREOF Dated as of May 31, 2001 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 22nd, 2001 • National Vision Inc • Retail-retail stores, nec • New York
THIS REGISTRATION RIGHTS AGREEMENT ("this Agreement"), dated as of May 31, 2001, by and among National Vision, Inc. (f/k/a Vista Eyecare, Inc.), a Georgia corporation (the "Company"), the Holders (as hereinafter defined) of Registrable Securities (as hereinafter defined) who are parties to this Agreement and the Additional Holders (as hereinafter defined) who subsequently become party to this Agreement.
Exhibit 10.1 As of August 20, 2004 Marc B. Nelson, O.D. 55 Cameo Drive Cherry Hill, New Jersey 08003 Re: Consulting Arrangement Dear Marc: This letter will confirm the agreement we reached on August 20, 2004, with respect to consulting services you...Consulting Agreement • November 18th, 2004 • National Vision Inc • Retail-retail stores, nec
This letter will confirm the agreement we reached on August 20, 2004, with respect to consulting services you have agreed to perform personally on behalf of National Vision, Inc. You have agreed to identify and recruit optometrists on behalf of the Company, particularly with respect to our new free-standing locations. You will also provide related services that we may reasonably request, including providing advice and assistance to optometrists who are relocating their practices adjacent to these new locations. Your services may involve participation in continuing education and similar programs. We will of course reimburse you for your reasonable out-of-pocket expenses.
AMENDMENT TO RIGHTS AGREEMENT This Amendment to Rights Agreement, dated as of March 1, 1998, to the Rights Agreement, dated as of January 17, 1997 (the "Rights Agreement"), between National Vision Associates, Ltd.., a Georgia corporation (the...Rights Agreement • March 24th, 1998 • National Vision Associates LTD • Retail-retail stores, nec
BY AND AMONGShare Purchase Agreement • July 22nd, 1998 • National Vision Associates LTD • Retail-retail stores, nec • California
AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 22nd, 2001 • National Vision Inc • Retail-retail stores, nec • New York
THIS AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this "Amendment") is made and entered into as of the 7th day of August, 2001, by and among NATIONAL VISION, INC., a Georgia corporation ("NVI" or the "Company") and the Holders (as defined in the Registration Rights Agreement, dated as of May 31, 2001, (the "Agreement") by and among the Company, the Holders of Registrable Securities who are parties to the Agreement and the Additional Holders who subsequently become party to the Agreement) to amend the terms of the Agreement. Capitalized terms used herein but not otherwise defined herein shall have the meanings given to them in the Agreement.
PERFORMANCE SHARE AWARD AGREEMENTPerformance Share Award Agreement • August 13th, 2002 • National Vision Inc • Retail-retail stores, nec • Georgia
THIS AGREEMENT, made as of the 25th day of October, 2001 (the “Grant Date”), between National Vision, Inc., a Georgia corporation (the "Company"), and ___________________ (the "Grantee").
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 18th, 2004 • National Vision Inc • Retail-retail stores, nec • Georgia
THIS FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment") is made and entered into this 1st day of April, 2004, by and between NATIONAL VISION, INC., a Georgia corporation (hereinafter referred to as "Borrower") with its chief executive office and principal place of business at 296 Grayson Highway, Lawrenceville, Georgia 30045-5737, and FLEET CAPITAL CORPORATION, a Rhode Island corporation (hereinafter referred to as "Lender") with an office at 300 Galleria Parkway, N.W., Suite 800, Atlanta, Georgia 30339.
LOCK-UP AGREEMENT May 31, 2001Lock-Up Agreement • September 5th, 2001 • National Vision Inc • Retail-retail stores, nec • New York
This Lock-Up Agreement shall terminate upon the earlier to occur of (i) the sale (in accordance herewith) of all of the 5% Holder’s Common Stock and (ii) the 36 month anniversary of the Effective Date.
