AMENDMENT
TO
SUBORDINATED PROMISSORY NOTE PURCHASE AGREEMENT
This Amendment ("Amendment") to Subordinated Promissory Note Purchase
Agreement is made as of April 7, 1997, by and among U.S. Vision, Inc., a
Delaware corporation (the "Company"), the successor by merger to U.S. Vision,
Inc., a Pennsylvania corporation ("Old USV"), and each of several Purchasers
listed in Schedule I (each a "Purchaser" and collectively, the "Purchasers"),
and is effective as of January 29, 1997.
WHEREAS, Old USV and the Purchasers are parties to that certain
Subordinated Promissory Note Purchase Agreement dated January 10, 1996 (the
"Agreement"). Capitalized terms therein defined all have the meaning ascribed to
them by the Agreement.
WHEREAS, the Purchasers loaned the Company Seven Million Two Hundred
Thousand Dollars ($7,200,000.00) under the Agreement, and, as of January 29,
1997 the total amount outstanding under the notes issued under the Agreement
(the "1996 Promissory Notes"), including interest, was Eight Million Eight
Hundred Thirty Seven Thousand Four Hundred Eighty Three Dollars ($8,837,483.00)
(the "Original Sub-Debt").
WHEREAS, on January 29, 1997 the Purchasers and Old USV agreed to
refinance the Original Sub-Debt with a new loan in the amount of Eight Million
Eight Hundred Thirty Seven Thousand Four Hundred Eighty Three Dollars
($8,837,483.00) on the terms and conditions provided in this Amendment (the
"Loan").
WHEREAS, on March 18, 1997, Old USV was merged with and into the
Company to reincorporate Old USV in the State of Delaware.
WHEREAS, Commerce Bank, N.A. ("Commerce Bank"), the Company's senior
lender, has consented to the transactions contemplated by this Amendment on the
condition that each Purchaser executes a Subordination Agreement in the form of
attached Exhibit A (the "Subordination Agreement").
WHEREAS, all capitalized terms not defined in this Amendment are used
as defined in the Agreement.
NOW, THEREFORE, for and in consideration of the terms and conditions
set forth herein, the parties hereto agree as follows:
Section 1. Amendment to Agreement. The Agreement is hereby amended as
follows:
(a) Section 1.01 of the Agreement is amended in its entirety as
follows:
Issuance, Sale, and Delivery of Promissory Notes. Subject to
the terms and conditions of this Amendment, the Company agrees to issue
and sell to each Purchaser, and each Purchaser, severally and not
jointly, hereby agrees to purchase from the Company, a Promissory Note
in the form of Exhibit B (a "Promissory Note") in the principal amount
set forth opposite such Purchaser's name in Schedule I hereto under the
heading "Principal Loan Amount" in exchange for the 1996 Promissory
Note or Notes held by that Purchaser.
(b) Section 1.02 (a) and (b) of the Agreement is amended in its
entirety as follows:
(a) The purchase and sale of the Promissory Notes shall take place
at the offices of Piper & Marbury L.L.P., 00 Xxxxx Xxxxxxx
Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000 at 10:00 a.m. (Baltimore
time) on April 14, 1997, or at such other date, time, and
location as may be agreed upon between the Purchasers and the
Company (such event being called the "Closing" and such date
and time being called the "Closing Date").
(b) On or before the Closing Date:
(i) the Company shall deliver to each Purchaser:
(A) an executed copy of the Amendment;
(B) an executed Promissory Note payable to the
order of such Purchaser in the original
principal amount equal to the amount as set
forth opposite such Purchaser's name on
Schedule I hereto under the heading
"Principal Loan Amount"; and
(C) payment in full of such Purchaser's share of
the Loan Fee in accordance with the
provisions of Section 1.04;
(ii) each of the Purchasers shall deliver to the Company:
(A) the 1996 Promissory Notes issued under the
Agreement and held by that Purchaser, and
(B) an executed copy of the Amendment; and
(iii) the Company and each of the Purchasers shall deliver to
Commerce Bank:
(A) an executed copy of the Subordination Agreement.
(c) Section 1.04(a) of the Agreement is amended in its entirety as
follows:
(a) Loan Fee. On or before the Closing Date the Company shall deliver a
fee (the "Loan Fee") of Four Hundred Forty One Thousand Eight Hundred
Seventy Four Dollars and seventeen cents ($441,874.17), such amount
being equal to five percent (5%) of the Loan, to the Purchasers' Agent
("Agent"), Piper & Marbury, L.L.P., who will then distribute to each
Purchaser that Purchaser's share of the Loan Fee, as set forth on
Schedule I.
Section 2. Documents Otherwise Changed. This Amendment embodies the
entire agreement of the parties (and supersedes any prior agreements or
understandings) with respect to the subject matter hereof. Except as modified or
supplemented herein, the Agreement shall remain unchanged and in full force and
effect.
Section 3. Counterparts. This Amendment may be executed in several
counterparts, all of which
taken together shall constitute one single agreement between the parties hereto.
Section 4. Binding Effect. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and any respective successors and
assigns.
Section 5. Governing Law. This Amendment shall be deemed to be an
agreement made under, and shall be construed in accordance with, the laws of the
State of Maryland without giving effect to conflict of laws principals.
IN WITNESS WHEREOF, the Company and each of the Purchasers have each
caused this Agreement to be signed and delivered by its duly authorized officer,
all as of the date set forth above.
U.S. VISION, INC. GROTECH PARTNERS IV, L.P.
By: Grotech Capital Group IV, LLC.,
General Partner
By:/s/
-----------------------
Title: By: /s/
-------------------- -------------------------------------
Attest:
-------------------
STYL-RITE OPTICAL MFG. CO., INC. XXXXXXXX PARTNERS, L.P.
By: SGMS, L.P., General Partner
By: Xxxxxxxx Partners, Inc.,
General Partner
By:/s/
-----------------------
Title: By: /s/
-------------------- -------------------------------------
Attest: Xxxxxxx X. Xxxxxx, V.P.
-------------------
USV OPTICAL, INC. KEYSTONE VENTURE IV, L.P.
By: Keystone Venture IV Management
Company, General Partner
By:/s/ By: KVM IV MCGP, Inc.,
----------------------- General Partner
Title: By: /s/
-------------------- -------------------------------------
Attest: G. Xxxxxxx Xxxxxx, President
-------------------
THE PENN JANNEY FUND, INC. CONSTITUTION PARTNERS I, L.P.
By: RKM Investment Company,
General Partner
By: /s/
-------------------------- By:/s/
Xxxxxxx X. Xxx, President --------------------------------------
Xxxxxxx X. XxXxxxxx
XXXXXXX X. XXXXXXXX By: Xxxxxxx Capital Management,
L.P., General Partner
M & M GENERAL PARTNERSHIP
By:/s/
--------------------------------------
Xxxxxx X. Xxxxxxx,Chairman & CEO
By:/s/
------------------------------------
Xxxxxxx X. XxXxxxxx, General Partner
SCHEDULE 1
PERCENTAGE NEW
NAME OF OLD AGGREGATE LOAN LOAN
PURCHASERS LOAN AMOUNT AMOUNT AMOUNT LOAN FEE
---------- ----------- ------ ------ --------
Grotech Partners IV, L.P. $2,923,072.50 40.5982 $3,587,861.60 $179,393.08
Keystone Venture IV, L.P. 613,462.50 8.5203 752,981.17 37,649.06
Xxxxxxxx Partners, L.P. 2,283,652.50 31.7174 2,803,019.46 140,150.98
Penn Janney Fund, Inc. 182,692.50 2.5374 224,241.93 11,212.10
Xxxxxxx Capital Partners, L.P. 91,350.00 1.2688 112,125.57 5,606.28
Xxxxxxx X. XxXxxxxx 375,000.00 5.2083 460,285.57 23,014.28
Constitution Partners I, L.P. 730,770.00 10.1496 896,967.70 44,848.39
TOTALS $7,200,000.00 100% $837,483.00 $441,874.17
