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EXHIBIT 4.1
EXECUTION COPY
PRUDENTIAL SECURITIES CREDIT CORPORATION
Xxx Xxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
As of December 30, 1997
VISION TWENTY-ONE, INC.
0000 Xxxxx Xxxxx Xxxx
Xxxxx, Xxxxxxx 00000
Ladies and Gentlemen:
PRUDENTIAL SECURITIES CREDIT CORPORATION ("PRUDENTIAL") refers to that
certain Note and Warrant Purchase Agreement, dated as of November 3, 1997, as
amended by the letter amendment, dated as of November 20, 1997 (as so amended,
the "AGREEMENT"), between VISION TWENTY-ONE, INC., a Florida corporation (the
"COMPANY"), and Prudential; capitalized terms used herein shall have the
meanings assigned to them in the Agreement. The Company has requested that
certain amendments be made to the Agreement, and for consideration received
Prudential has so agreed. Accordingly, subject to the conditions precedent set
forth below, Prudential and the Company agree as follows, effective as of the
date first written above:
Paragraphs (a) and (a)(i) of Section 1 are hereby amended and restated
to read as follows:
(a) From time to time, during the period from the Closing Date
(as defined in Section 10 below) until the Note Termination Date (as
defined below) one or more senior secured notes of the Company, at par,
in an aggregate principal amount not to exceed at any time outstanding
$27,542,470 (such agreement to purchase such notes, as modified from
time to time pursuant to Section 5 below, being hereinafter referred to
as the "NOTE COMMITMENT") as follows:
(i) one or more senior secured notes in an aggregate
principal amount not to exceed $16,667,026, substantially in
the form of Exhibit A-1 hereto (each a "SERIES A NOTE" and
collectively, the "SERIES A NOTES") to fund the cash portion
of the Practice Acquisitions, as well as other similar
acquisitions, including the use of at least $6,920,542 to fund
the acquisitions of MEC Health Care, Inc. and LSI Acquisition,
Inc.; and
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In addition, Section 13(f) of the Agreement is amended and restated to read as
follows:
(b) USE OF PROCEEDS. Use the proceeds of each Series A Note
solely (i) to fund the cash portion of the Practice Acquisitions or
similar acquisitions of ophthalmological and optometric practices,
including the use of at least $6,920,542 to fund the acquisitions of
MEC Health Care, Inc. and LSI Acquisition, Inc. and (ii) for the
payment of professional fees (including advisory, legal, accounting and
appraisal fees) relating to such acquisitions. Use the proceeds of each
Series B Note solely (x) to fund the amount by which the cash portion
of the Block Acquisition exceeds the net proceeds from the Equity
Offering (if any) received by the Company on or prior to November 30,
1997 (y) to repay the existing indebtedness of Block and/or any of its
subsidiaries to NationsBank, N.A. and (z) for the payment of
professional fees (including advisory, legal, accounting and appraisal
fees) relating to the Block Acquisition.
The effectiveness of the amendment to the Agreement set forth above is
subject to the conditions precedent that:
(a) Both immediately before the effectiveness of the amendment
set forth above and after giving effect thereto, (i) the
representations and warranties set forth in Section 12 of the Agreement
and Section 4 of each Security Agreement (and, all references to the
Agreement and the other Loan Documents set forth in said Section 12
shall be deemed to include this letter amendment) shall be true and
complete, as though made on and as of date of the effectiveness of the
amendment to the Agreement set forth above and (ii) no event has
occurred and is continuing, or would result from the effectiveness of
the amendment set forth above, that constitutes an Event of Default or
would constitute an Event of Default but for the requirement that
notice be given or time elapse or both.
(b) All corporate and governmental approvals, if any, required
to be obtained by the Company in connection with the execution and
delivery of this letter amendment and the transactions contemplated
hereby shall have been obtained.
On and after the effective date of this Amendment, each reference in
the Agreement, and the other Loan Document to "this Agreement", "hereunder",
"hereof" or "the Agreement", "thereunder", "thereof", or, in either case, words
of like import referring to the Agreement, shall mean and be a reference to the
Agreement, as amended by this Amendment. The Agreement, as amended by this
Amendment, is and shall continue to be in full force and effect and is hereby in
all respects ratified and confirmed. Except as otherwise set forth herein, this
Amendment shall not constitute a waiver of, or modification to, any provision of
the Agreement or any other Loan Document.
This Amendment shall be construed and enforced in accordance with, and
the rights of the parties shall be governed by, the law of the State of New
York, excluding choice-of-law,
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principles of the law of such state that would require the application of the
laws of a jurisdiction other than such state. This Amendment may be executed in
separate counterparts, each of which shall be an original, with the same effect
as if the signatures were upon the same instrument.
[Signatures on next page]
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If you agree to the terms and provisions hereof, please evidence such
agreement by executing and returning at least two counterparts of this Amendment
to Prudential, in care of King & Xxxxxxxx, 0000 Avenue of the Americas, Xxx
Xxxx, Xxx Xxxx 00000, attention of Xxxxxxx X. Xxxxx.
Very truly yours,
PRUDENTIAL SECURITIES CREDIT
CORPORATION
By /s/ XXXX X. XXXXXX
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Name: Xxxx X. Xxxxxx
Title: First Vice President
Senior Credit Officer
Accepted and agreed as of the
date first written above:
VISION TWENTY-ONE, INC.
By /s/ XXXXXXX X. XXXXX
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Name: Xxxxxxx X. Xxxxx
Title: Chief Financial Officer
