Exhibit 99.1
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XXX XXXX XXXXXXX XX XXXXXXX, INC.
THE GUARANTORS NAMED HEREIN
and
THE BANK OF NEW YORK, as Trustee
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THIRD SUPPLEMENTAL INDENTURE
Dated as of January 14, 2005
to the
INDENTURE
Dated as of April 24, 1998
among
EYE CARE CENTERS OF AMERICA, INC.
THE GUARANTORS NAMED THEREIN
and
UNITED STATES TRUST COMPANY OF NEW YORK, as Trustee
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9 1/8% Senior Subordinated Notes due 2008
Floating Interest Rate Subordinated Term Securities due 2008
================================================================================
THIRD SUPPLEMENTAL INDENTURE (the "Third Supplemental Indenture")
dated as of January 14, 2005 by and between Eye Care Centers of America, Inc.
(the "Company"), the subsidiary guarantors listed in Schedule A hereto (the
"Guarantors") and The Bank of New York (as successor in interest to United
States Trust Company of New York), as Trustee (the "Trustee").
WHEREAS, the Company has issued its 9?% Senior Subordinated Notes due
2008 (the "Fixed Rate Notes") and its Floating Interest Rate Subordinated Term
Securities due 2008 (the "Floating Rate Notes" and, together with the Fixed Rate
Notes, the "Notes") pursuant to the Indenture dated as of April 24, 1998 (the
"Indenture");
WHEREAS pursuant to an Offer to Purchase and Consent Solicitation
Statement dated January 3, 2005 (the "Offer and Solicitation Statement") the
Company has offered to purchase for cash any and all of the outstanding Notes
and has solicited the consents (the "Consents") of Holders of the Notes to amend
the Indenture (the "Proposed Amendments");
WHEREAS, pursuant to s. 9.2 of the Indenture, the Company, the
Guarantors and the Trustee may amend the Indenture with the consent of the
Holders of a majority in aggregate principal amount of the outstanding Notes;
WHEREAS, the Holders of at least a majority of the aggregate
principal amount of the outstanding Notes have validly delivered and not validly
withdrawn their Consents to the Proposed Amendments; and
WHEREAS, all things necessary to make this Third Supplemental
Indenture a valid supplement to the Indenture have been done.
NOW THEREFORE, the parties agree as follows:
SECTION 1. Certain Definitions. Unless otherwise stated, all
capitalized terms used but not defined herein shall have the meanings ascribed
thereto in the Indenture.
SECTION 2. Amendments to the Indenture. Effective upon the Acceptance
Date, as defined in the Offer and Solicitation Statement, the following sections
and subsections in the Indenture and all references to such sections and
subsections in the Indenture shall be deleted in their entirety:
(a) Sections 4.2, 4.3, 4.4, 4.5, 4.7, 4.9, 4.10, 4.11, 4.12,
4.15, 4.16, 4.17, 4.18, 4.19;
(b) Subsections (a)(ii), (a)(iii), and (a)(iv) of Section 5.1;
and
(c) Subsections (3), (4), (5) and (6) of Section 6.1.
SECTION 3. Effectiveness. Subject to Section 2 hereof, this Third
Supplemental Indenture shall become effective as of the date first above
written.
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SECTION 4. Governing Law. This Third Supplemental Indenture shall be
governed by and construed in accordance with the laws of the State of New York,
as applied to contracts made and performed within the State of New York.
SECTION 5. Counterparts. This Third Supplemental Indenture may be
signed in any number of counterparts, each of which shall be an original, with
the same effect as if the signatures thereto and hereto were upon the same
instrument.
SECTION 6. Severability. In case any provision in this Third
Supplemental Indenture shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.
SECTION 7. Trust Indenture Act Controls. If any provision of this
Third Supplemental Indenture or the Indenture limits, qualifies or conflicts
with another provision which is required to be included in this Indenture by the
TIA, the provision required by the TIA shall control.
SECTION 8. Ratification. Except as expressly amended hereby, each
provision of the Indenture shall remain in full force and effect and, as amended
hereby, the Indenture is in all respects agreed to, ratified and confirmed by
each of Company, the Guarantors and the Trustee.
SECTION 8.Trustee Makes No Representation. The Trustee makes no
representation as to the validity or sufficiency of this Third Supplemental
Indenture. The statements and recitals herein are deemed to be those of the
Company and the Guarantors and not of the Trustee.
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IN WITNESS WHEREOF, the parties hereto have caused this Third
Supplemental Indenture to be duly executed as of the date first above written.
EYE CARE CENTERS OF AMERICA, INC. ENCLAVE ADVANCEMENT GROUP, INC.
By: /s/ Xxxxx X. XxXxxxx By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------- ------------------------------
Name: Xxxxx X. XxXxxxx Name: Xxxxxxx X. Xxxxxxx
Title: Chief Executive Officer Title: Chief Financial Officer
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
and Chief Financial Officer
EYEMASTERS, INC. ECCA MANAGED VISION CARE, INC.
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------- ------------------------------
Name: Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx
Title: Chief Financial Officer Title: Chief Financial Officer
ECCA ENTERPRISES, INC. VISIONWORKS HOLDINGS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------- ------------------------------
Name: Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx
Title: Chief Financial Officer Title: Chief Financial Officer
EYE CARE HOLDINGS, INC. METROPOLITAN VISION SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------- ------------------------------
Name: Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx
Title: Chief Financial Officer Title: Chief Financial Officer
ECCA MANAGEMENT INVESTMENTS, INC. HOUR EYES, INC.
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------- ------------------------------
Name: Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx
Title: Chief Financial Officer Title: Chief Financial Officer
ECCA MANAGEMENT, INC. VISIONARY LAB INVESTMENTS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------- ------------------------------
Name: Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx
Title: Chief Financial Officer Title: Chief Financial Officer
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EYEMASTERS OF TEXAS INVESTMENTS, INC. VISIONARY LAB SERVICES, LTD.
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------- ------------------------------
Name: Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx
Title: Chief Financial Officer Title: Chief Financial Officer
EYEMASTERS OF TEXAS MANAGEMENT, INC. VISIONARY LAB MANAGEMENT, INC.
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------- ------------------------------
Name: Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx
Title: Chief Financial Officer Title: Chief Financial Officer
XXXXX OPTICAL, INC. VISIONWORKS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------- ------------------------------
Name: Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx
Title: Chief Financial Officer Title: Chief Financial Officer
EYE DRX RETAIL MANAGEMENT, INC. ECCA MANAGEMENT SERVICES, LTD.
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------- ------------------------------
Name: Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx
Title: Chief Financial Officer Title: Chief Financial Officer
VISION WORLD, INC. EYEMASTERS OF TEXAS, LTD.
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------- ------------------------------
Name: Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx
Title: Chief Financial Officer Title: Chief Financial Officer
VISIONARY RETAIL MANAGEMENT, INC. ECCA DISTRIBUTION SERVICES, LTD.
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------- ------------------------------
Name: Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx
Title: Chief Financial Officer Title: Chief Financial Officer
VISIONARY PROPERTIES, INC. ECCA DISTRIBUTION MANAGEMENT, INC.
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------- ------------------------------
Name: Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx
Title: Chief Financial Officer Title: Chief Financial Officer
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ECCA DISTRIBUTION INVESTMENTS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Chief Financial Officer
THE BANK OF NEW YORK, AS TRUSTEE
By: /s/ Xxxxxxxx Xxxxxxxxx
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Name: Xxxxxxxx Xxxxxxxxx
Title: Vice President
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SCHEDULE A
EyeMasters, Inc. Enclave Advancement Group, Inc.
ECCA Enterprises, Inc. ECCA Managed Vision Care, Inc.
Eye Care Holdings, Inc. Visionworks Holdings, Inc.
ECCA Management Investments, Inc. Metropolitan Vision Services, Inc.
ECCA Management, Inc. Hour Eyes, Inc.
EyeMasters of Texas Investments, Inc. Visionworks, Inc.
EyeMasters of Texas Management, Inc. ECCA Management Services, Ltd.
Xxxxx Optical, Inc. EyeMasters of Texas, Ltd.
Eye DRx Retail Management, Inc. ECCA Distribution Services, Ltd.
Vision World, Inc. Visionary Lab Services, Ltd.
Visionary Retail Management, Inc.
Visionary Properties, Inc.
ECCA Distribution Investments, Inc.
ECCA Distribution Management, Inc.
Visionary Lab Investments, Inc.
Visionary Lab Management, Inc.
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