1
Exhibit 10.1
EIGHTH AMENDMENT
EIGHTH AMENDMENT, dated as of June 9, 2000 (this "AMENDMENT") to the
Credit Agreement, dated as of November 15, 1996 (as amended, supplemented or
otherwise modified from time to time, the "CREDIT AGREEMENT"), among XXXX VISION
CORPORATION, a Delaware corporation ("XXXX VISION"), THINGS REMEMBERED, INC., a
Delaware corporation ("THINGS REMEMBERED") and PEARLE, INC., a Delaware
corporation ("PEARLE"; Xxxx Vision, Things Remembered and Pearle each being
referred to as a "BORROWER" and collectively as the "BORROWERS"), the several
banks and other financial institutions from time to time parties thereto
(collectively, the "LENDERS") and CANADIAN IMPERIAL BANK OF COMMERCE, a
Canadian-chartered bank acting through its New York Agency, as administrative
agent for the Lenders thereunder (in such capacity, the "ADMINISTRATIVE AGENT").
WITNESSETH
----------
WHEREAS, the Borrowers, the Lenders and the Administrative Agent are
parties to the Credit Agreement;
WHEREAS, the Borrowers have requested that the Administrative Agent and
the Lenders amend certain provisions of the Credit Agreement as set forth
herein; and
WHEREAS, the Administrative Agent and the Lenders are willing to effect
such amendment, but only upon the terms and subject to the conditions set forth
herein;
NOW, THEREFORE, in consideration of the premises and mutual agreements
contained herein, and for other good and valuable consideration, the sufficiency
of which is hereby acknowledged, the Borrowers, the Lenders and the
Administrative Agent hereby agree as follows:
1. DEFINED TERMS. Unless otherwise defined herein, terms defined in the
Credit Agreement shall have such meanings when used herein.
2. AMENDMENT TO SUBSECTION 1.1. Subsection 1.1 of the Credit Agreement
is hereby amended by:
(a) inserting the following new definitions in their proper
alphabetical order;
"EIGHTH AMENDMENT EFFECTIVE DATE": June 9, 2000.
"LEVERAGE THRESHOLD": shall be deemed to have been satisfied on the date
upon which the Borrowers shall have delivered financial statements to the
Lenders pursuant to subsection 7.1(a) or 7.1(b) confirming that, as at the end
of the fiscal period covered by such financial statements, the Leverage Ratio
was less than 3.70 to 1.00.
"TWINSBURG SALE/LEASEBACK": the sale and leaseback transaction
involving the real property located in Twinsburg, Ohio, currently owned by CNC.
2
2
(b) changing the definition of "Available Revolving Credit Commitment"
to read in its entirety as follows:
"AVAILABLE REVOLVING CREDIT COMMITMENT": as to any Lender at
any time, an amount equal to the excess, if any, of (a) the amount of
such Lender's Revolving Credit Commitment at such time OVER (b) the sum
of (i) the aggregate unpaid principal amount at such time of all
Revolving Credit Loans made by such Lender and (ii) an amount equal to
such Lender's Revolving Credit Commitment Percentage of the outstanding
L/C Obligations at such time; collectively, as to all the Lenders, the
"AVAILABLE REVOLVING CREDIT COMMITMENTS", PROVIDED that, for purposes
of subsection 2.1 only, "Available Revolving Credit Commitments" shall
be reduced by an amount equal to $25,000,000 in the event that the
Leverage Ratio as of the end of any fiscal quarter of CNG is greater
than 3.70 to 1.00 until such time as the Leverage Ratio as of the end
of any fiscal quarter of CNG subsequent to such fiscal quarter is less
than or equal to 3.70 to 1.00.
3. AMENDMENT TO SUBSECTION 2.4(a) and 2.4(b). Subsection 2.4 of the
Credit Agreement is hereby amended by changing such subsection to read in its
entirety as follows:
"2.4 COMMITMENT FEES: OTHER FEES. (a) The Borrowers agree, jointly and
severally, to pay to the Administrative Agent for the account of each
Lender, a commitment fee for the period from and including the first day
of the Revolving Credit Commitment Period to the Revolving Credit
Commitment Termination Date, computed at the rate per annum set forth
under the heading "Commitment Fees" on Schedule II opposite the percentage
which is the average daily amount of the Aggregate Outstanding Revolving
Credit of all Lenders during the period for which payment is made
constitutes of the average daily amount of the Available Revolving Credit
Commitment of such Lender during such payment period, payable quarterly in
arrears on the last day of each fiscal quarter of CNG and on the
Revolving Credit Commitment Termination Date, commencing on the first of
such days to occur after the Closing Date. Notwithstanding the foregoing,
the commitment fee for the period from and including the first day of the
Eighth Amendment Effective Date until the date on which the Leverage
Theshold has been satisfied shall be 0.75% per annum of the average daily
amount of the Available Revolving Credit Commitment of such Lender
(without any reduction thereof pursuant to the definition of "Available
Revolving Credit Commitment") during such period, payable as set forth
above.
(b) The Borrowers agree, jointly and severally, to pay to the
Administrative Agent for the account of each Lender, a utilization fee for
the period from and including the Eighth Amendment Effective Date to the
date on which the Leverage Threshold has been satisfied, (i) if the
average daily amount of the aggregate principal amount of all Revolving
Credit Loans outstanding during such period is greater than 66-2/3% of the
average aggregate Revolving Credit Commitments during such period,
computed at 0.50% per annum on the average daily principal amount of such
Lender's outstanding Revolving Credit Loans during such period and (ii) if
the average daily amount of the aggregate principal amount of all
Revolving Credit Loans outstanding during such period
3
3
is less than or equal to 66-2/3% but greater than 33-1/3% of the
average aggregate Revolving Credit Commitments during such period,
computed at 0.25% per annum on the average daily principal amount of such
Lender's outstanding Revolving Credit Loans."
4. AMENDMENT TO SUBSECTION 7.2(c). Subsection 7.2(c) of the Credit
Agreement is hereby amended by deleting "(90 days in the case of the fiscal year
ending January 29, 2000)" after the word "Borrowers" therein.
5. AMENDMENT TO SUBSECTIONS 8.1(a) 8.1(b) and 8.1(c). Subsections
8.1(a), 8.1(b) and 8.1(c) of the Credit Agreement are hereby amended by
deleting such subsections in their entireties and substituting in lieu thereof
the following:
"(a) LEVERAGE RATIO. Permit the Leverage Ratio as of the end of each
fiscal quarter of CNG ending on any of the dates set forth below to be
greater than the ratio set forth opposite such date set forth below:
Fiscal Quarter Ending Leverage Ratio
--------------------- --------------
July 29, 2000 5.05 to 1.00
October 28, 2000 5.30 to 1.00
February 3, 2001 4.40 to 1.00
May 5, 2001 4.50 to 1.00
August 4, 2001 4.25 to 1.00
November 3, 2001 4.25 to 1.00
February 2, 2002 3.75 to 1.00
May 5, 2002 3.85 to 1.00
August 4, 2002 3.65 to 1.00
November 3, 2002 3.60 to 1.00
February 2, 2003 3.10 to 1.00
(b) ADJUSTED INTEREST COVERAGE RATIO. Permit the Adjusted Interest
Coverage Ratio as of the end of each fiscal quarter of CNG ending on any
of the dates set forth below to be less than the ratio set forth opposite
such date below:
Adjusted
Fiscal Quarter Ending Interest Coverage Ratio
--------------------- -----------------------
July 29, 2000 1.20 to 1.00
October 28, 2000 1.20 to 1.00
February 3, 2001 1.25 to 1.00
4
4
May 5, 2001 1.25 to 1.00
August 4, 2001 1.25 to 1.00
November 3, 2001 1.30 to 1.00
February 2, 2002 1.30 to 1.00
May 5, 2002 1.35 to 1.00
August 4, 2002 1.40 to 1.00
November 3, 2002 1.40 to 1.00
February 2, 2003 1.45 to 1.00
(c) MINIMUM CONSOLIDATED NET WORTH: Permit the Consolidated Net Worth
of CNG as of the end of each fiscal quarter of CNG ending on any of the
dates set forth below to be less than the amount set forth opposite such
date below:
Fiscal Quarter Ending Consolidated Net Worth
--------------------- ----------------------
July 29, 2000 $95,000,000
October 28, 2000 $95,000,000
February 3, 2001 $95,000,000
May 5, 2001 $100,000,000
August 4, 2001 $100,000,000
November 3, 2001 $100,000,000
February 2, 2002 $105,000,000
May 5, 2002 $105,000,000
August 4, 2002 $105,000,000
November 3, 2002 $110,000,000
February 2, 2003 $115,000,000"
6. ADDITIONAL AMENDMENT TO SUBSECTION 8.1. Subsection 8.1 of the Credit
Agreement is hereby amended by deleting paragraph (d) thereof in its entirety.
7. AMENDMENT TO SUBSECTION 8.2(i). Subsection 8.2(i) of the Credit
Agreement is hereby amended by deleting such subsection in its entirety and
substituting in lieu thereof the following:
"(i) Indebtedness of the Borrowers and their Subsidiaries in an
aggregate principal amount not exceeding as to the Borrowers and their
Subsidiaries $10,000,000 at any time outstanding; PROVIDED that no
Indebtedness shall be created, incurred or assumed pursuant to this
subsection 8.2(i) until the Leverage Threshold has been satisfied."
5
5
8. AMENDMENT TO SUBSECTION 8.7(c). Subsection 8.7(c) of the Credit
Agreement is hereby amended by deleting such subsection in its entirety and
substituting in lieu thereof the following:
"(c) so long as no Default or Event of Default shall have occurred and
be continuing or would occur after giving effect to such dividend,
dividends to CNG in an aggregate amount not to exceed $30,000,000 solely
to allow CNG to repurchase CNG Notes and/or Senior Subordinated Notes
without violating Section 9(m); PROVIDED that no dividends shall be
declared or paid pursuant to this subsection 8.7(c) until the Leverage
Threshold has been satisfied;"
9. AMENDMENT TO SUBSECTION 8.7(d). Subsection 8.7(d) of the Credit
Agreement is hereby amended by deleting such subsection in its entirety and
substituting in lieu thereof the following:
"(d) so long as no Default or Event of Default shall have occurred and
be continuing or would occur after giving effect to such dividend,
dividends to CNG in an aggregate amount not to exceed $4,000,000 solely to
allow CNG or CNC to repurchase, redeem, or otherwise acquire or retire for
value, any Capital Stock of CNG or CNC or any current or former Subsidiary
of CNG held by any of CNG's (or any of its Subsidiaries') current or
former employees; PROVIDED that no dividends shall be declared or paid
pursuant to this subsection 8.7(d) until the Leverage Threshold has been
satisfied;"
10. AMENDMENT TO SUBSECTION 8.8. Subsection 8.8 of the Credit Agreement
is hereby amended by deleting such subsection in its entirety and substituting
in lieu thereof the following:
"8.8 Limitation on Capital and Other Expenditures.
--------------------------------------------
(a) Make any expenditure in respect of the purchase or other
acquisition of fixed or capital assets (a "CAPITAL EXPENDITURE") except
for expenditures in the ordinary course of business not exceeding, in the
aggregate for the Borrowers and their Subsidiaries during any of the test
periods set forth below, the amount set forth opposite such test period
set forth below:
Test Period Amount
----------- ------
January 30, 2000 - February 3, 2001 $43,000,000
February 4, 2001 - February 2, 2002 $47,000,000
February 3, 2002 - Revolving Credit Termination Date $52,000,000
(b) Make any expenditure in respect of the development of computer
systems owned or operated by the Borrowers and their Subsidiaries except
for expenditures in the ordinary course of business not exceeding, in the
aggregate for the Borrowers and their Subsidiaries during any of the test
periods set forth below, the amount set forth opposite such test period
set forth below:
6
6
Test Period Amount
----------- ------
January 30, 2000 - February 3, 2001 $9,000,000
February 4, 2001 - February 2, 2002 $9,000,000
February 3, 2002 - Revolving Credit Termination Date $9,000,000"
11. AMENDMENT TO SUBSECTION 8.9(e). Subsection 8.9(e) of the Credit
Agreement is hereby amended by deleting such subsection in its entirety and
substituting in lieu thereof the following:
"(e) so long as no Default or Event of Default has occurred and is
continuing or would occur after giving effect to such Investment,
Investments in franchises in a business related to the optical business of
Pearle and Xxxx Vision as conducted on the Closing Date in an aggregate
amount not to exceed $15,000,000 during any fiscal year; PROVIDED that,
until the Leverage Threshold has been satisfied, the aggregate amount of
Investments made pursuant to this subsection 8.9(e) during any fiscal year
shall not exceed $5,000,000; and".
12. AMENDMENT TO SUBSECTION 8.9(f). Subsection 8.9(f) of the Credit
Agreement is hereby amended by deleting such subsection in its entirety and
substituting in lieu thereof the following:
"(f) Investments, other than the purchase of CNG Notes or the Senior
Subordinated Notes, in an aggregate amount not to exceed $10,000,000;
PROVIDED that the aggregate amount of Investments made pursuant to this
subsection 8.9(f) until the Leverage Threshold has been satisfied shall
not exceed $l,000,000.".
13. AMENDMENT TO SUBSECTION 9(m). Subsection 9(m)(i)(x) of the Credit
Agreement is hereby amended by deleting such subsection in its entirety and
substituting in lieu thereof the following:
"(x) (so long as no Default or Event of Default has occurred and is
continuing or would occur as a result of such repurchase and so long as no
such repurchase occurs until the Leverage Threshold has been satisfied),
repurchases by CNG of such of the CNG Notes and/or Senior Subordinated
Notes that it is able to repurchase for an aggregate purchase price
(including fees and expenses incurred in connection with such repurchase)
not to exceed $30,000,000 and".
14. AMENDMENT TO SUBSECTION 9(o). Subsection 9(o) is hereby amended by
deleting such subsection in its entirety and substituting in lieu thereof the
following:
"(o) CNC shall (i) create, incur, assume or suffer to exist any
Indebtedness, except (A) Indebtedness outstanding on the Sixth Amendment
Effective Date, (B) Indebtedness in connection with the Twinsburg
Sale/Leaseback and (C) other Indebtedness in an aggregate principal amount
not to exceed $5,000,000; (ii) make any Investments, except (A)
Investments in connection with the Twinsburg Sale/Leaseback not to exceed
in an aggregate amount equal to 20% of the purchase price payable
thereunder, (B) Investments
7
7
in Pearle Europe B.V., PROVIDED that, until the Leverage Threshold has
been satisfied, the aggregate amount of Investments in Pearle Europe B.V.
shall not exceed $10,000,000 during fiscal year 2000, $6,000,000 in fiscal
year 2001 and $5,000,000 in fiscal year 2002; and (C) other Investments in
an aggregate amount not to exceed $3,000,000; or (iii) create, incur,
assume or suffer to exist any Lien upon any of its property, assets or
revenues, whether now owned or hereafter acquired."
15. AMENDMENT TO SCHEDULE II TO CREDIT AGREEMENT. Schedule II to the
Credit Agreement is hereby amended by deleting such Schedule in its entirety and
inserting in lieu thereof the revised Schedule II attached hereto as Exhibit A.
16. AMENDMENT FEE. In consideration of the agreement of the Lenders to
consent to the amendments contained herein, the Borrowers agree to pay to the
Administrative Agent for the benefit of each Lender which so consents on or
prior to June 23, 2000 (by executing and delivering to the Administrative Agent
or its counsel this Amendment on or prior to such date), an amendment fee in an
amount equal to .25% of the amount of such Lender's Revolving Credit Commitment,
payable on the effective date of this Amendment in immediately available funds
to the Administrative Agent on behalf of such Lender.
17. REPRESENTATIONS AND WARRANTIES. Each Borrower hereby confirms,
reaffirms and restates the representations and warranties made by it in Section
5 of the Credit Agreement, PROVIDED that each reference to the Credit Agreement
therein shall be deemed to be a reference to the Credit Agreement after giving
effect to this Amendment. Each Borrower represents and warrants that, after
giving effect to this Amendment, no Default or Event of Default has occurred and
is continuing.
18. CONDITIONS TO EFFECTIVENESS. This Amendment shall become effective
on the date (the "AMENDMENT EFFECTIVE DATE") on which all of the following
conditions precedent have been satisfied or waived:
(a) the Borrowers, the Majority Lenders, and the Administrative Agent
shall have executed and delivered to the Administrative Agent this
Amendment, and the Guarantors shall have executed and delivered to the
Administrative Agent the Acknowledgment and Consent attached hereto; and
(b) the Borrowers shall have paid the fees referred to in Section 16
above.
19. CONTINUING EFFECT OF CREDIT AGREEMENT. This Amendment shall not
constitute a waiver, amendment or modification of any other provision of the
Credit Agreement not expressly referred to herein and shall not be construed as
a waiver or consent to any further or future action on the part of the Borrowers
that would require a waiver or consent of the Lenders or the Administrative
Agent. Except as expressly amended or modified herein, the provisions of the
Credit Agreement are and shall remain in full force and effect.
8
8
20. COUNTERPARTS. This Amendment may be executed by one or more of the
parties to this Amendment on any number of separate counterparts (including by
facsimile transmission), and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. A set of the copies of this
Amendment signed by all the parties shall be lodged with the Borrowers and the
Administrative Agent.
21. PAYMENT OF EXPENSES. The Borrowers agree, jointly and severally, to
pay or reimburse the Administrative Agent for all of its out-of-pocket costs
and expenses incurred in connection with the development, preparation and
execution of this Amendment and any other documents prepared in connection
herewith, and the consummation and administration of the transactions
contemplated hereby, including, without limitation, the reasonable fees and
disbursements of counsel to the Administrative Agent.
22. GOVERNING LAW. THIS AMENDMENT AND WAIVER AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
9
CANADIAN IMPERIAL BANK OF
COMMERCE, NEW YORK AGENCY,
as Administrative Agent
/s/ Xxxxxxxxx Xxxx
By: -------------------------------------
Name: Xxxxxxxxx Xxxx
Title: Executive Director
CIBC World Markets Corp. As Agent
CIBC INC.
/s/ Xxxxxxxxx Xxxx
By: -------------------------------------
Name: Xxxxxxxxx Xxxx
Title: Executive Director
CIBC World Markets Corp. As Agent
CREDIT SUISSE FIRST BOSTON
By: -------------------------------------
Name:
Title:
By: -------------------------------------
Name:
Title:
00
XXXXXXXX XXXXXXXX XXXX XX
XXXXXXXX, XXX XXXX AGENCY,
as Administrative Agent
By: -------------------------------------
Name:
Title:
CIBC INC.
By: -------------------------------------
Name:
Title:
CREDIT SUISSE FIRST BOSTON
/s/ Xxxxxx Xxxx
By: -------------------------------------
Name: Xxxxxx Xxxx
Title: Vice President
/s/ Xxxxxx X. Xxxxx
By: -------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
11
FIRST UNION NATIONAL BANK
/s/ Xxxxxxx X. Xxxx
By: -------------------------------------
Name: Xxxxxxx X. Xxxx
Title: Vice President
NATIONAL CITY BANK
By: -------------------------------------
Name:
Title:
KEYBANK NATIONAL ASSOCIATION
By: -------------------------------------
Name:
Title:
FIFTH THIRD BANK, NORTHEASTERN OHIO
By: -------------------------------------
Name:
Title:
12
FIRST UNION NATIONAL BANK
By: -------------------------------------
Name:
Title:
NATIONAL CITY BANK
/s/ Xxxxx X. Xxxxxxxx
By: -------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
KEYBANK NATIONAL ASSOCIATION
By: -------------------------------------
Name:
Title:
FIFTH THIRD BANK, NORTHEASTERN OHIO
By: -------------------------------------
Name:
Title:
13
FIRST UNION NATIONAL BANK
By: -------------------------------------
Name:
Title:
NATIONAL CITY BANK
By: -------------------------------------
Name:
Title:
KEYBANK NATIONAL ASSOCIATION
/s/ Xxxx X. XxXxxxxxx
By: -------------------------------------
Name: Xxxx X. XxXxxxxxx
Title: Assistant Vice President
FIFTH THIRD BANK, NORTHEASTERN OHIO
By: -------------------------------------
Name:
Title:
14
FIRST UNION NATIONAL BANK
By: -------------------------------------
Name:
Title:
NATIONAL CITY BANK
By: -------------------------------------
Name:
Title:
KEYBANK NATIONAL ASSOCIATION
By: -------------------------------------
Name:
Title:
FIFTH THIRD BANK, NORTHEASTERN OHIO
/s/ Xxxxx X. Xxxxxx
By: -------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
15
EXHIBIT A TO
EIGHTH AMENDMENT
Schedule II
-----------
to Credit Agreement
-------------------
Applicable Margin Calculation for Revolving Credit Loans
--------------------------------------------------------
ABR Loans Eurodollar Loans
Leverage Ratio Applicable Margin Applicable Margin
-------------- ----------------- -----------------
Greater than 4.25 to 1.00 2.00% 3.00%
Greater than 3.75 to 1.00,
but less than or equal to
4.25 to 1.00 1.50% 2.50%
Greater than 3.25 to 1.00,
but less than or equal to
3.75 to 1.00 1.25% 2.25%
Greater than 2.75 to 1.00,
but less than or equal to
3.25 to 1.00 1.00% 2.00%
Less than or equal to 2.75
to 1.00 .75% 1.75%
Notwithstanding the foregoing table, (a) during the period from and including
the Eighth Amendment Effective Date until June 30, 2000, the Applicable Margin
in respect of Revolving Credit Loans shall equal (i) with respect to ABR Loans,
1.5% per annum and (ii) with respect to Eurodollar Loans, 2.5% per annum, and
(b) the Applicable Margin will be adjusted on each Adjustment Date after such
period to the applicable rate per annum set forth above under the heading "ABR
Loans Applicable Margin" or "Eurodollar Loans Applicable Margin" MINUS .25% per
annum in the event that, immediately preceding such Adjustment Date, (i) the
senior unsecured long-term debt of CNG shall be rated at least "BBB-" by
Standard & Poor's, a division of XxXxxx-Xxxx, Inc., and (ii) the Administrative
Agent shall have received written notice of such rating from a Borrower.
16
2
Commitment Fees
---------------
Percentage of Revolving Credit
Commitments Used Commitment Fees
---------------- ---------------
Greater than 66.6% 0.375%
Greater than 33.3%, but less 0.50%
than or equal to 66.6%
Less than or equal to 33.3% 0.75%
17
ACKNOWLEDGMENT AND CONSENT
(i) Xxxx National Corporation ("CNC"), as Guarantor under the
Guarantee, dated as of March 7, 2000 (as amended, supplemented or otherwise
modified from time to time, the "CNC GUARANTEE"), made by CNC in favor of the
Administrative Agent, for the benefit of the Lenders, and (ii) each of the other
undersigned corporations, as Guarantors under the Guarantee and Collateral
Agreement, dated as of November 15, 1996 (as amended, supplemented or otherwise
modified from time to time, the "GUARANTEE AND COLLATERAL AGREEMENT"), made by
the undersigned corporations in favor of the Administrative Agent, for the
benefit of the Lenders, hereby (a) consents to the transactions contemplated by
this Amendment, and (b) acknowledges and agrees that the guarantees (and grants
of collateral security therefor) contained in such CNC Guarantee and Guarantee
and Collateral Agreement, as applicable, are, and shall remain, in full force
and effect after giving effect to this Amendment, and all prior modifications to
the Credit Agreement.
XXXX NATIONAL CORPORATION
/s/ Xxxxxx Xxxxxxxx
By: -------------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Vice President & Treasurer
BAY CITIES OPTICAL COMPANY
/s/ Xxxxxx Xxxxxxxx
By: -------------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Treasurer
WESTERN STATES OPTICAL, INC.
/s/ Xxxxxx Xxxxxxxx
By: -------------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Treasurer
18
XXXX VISION SERVICES, INC.
/s/ Xxxxxx Xxxxxxxx
By: -------------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Treasurer
XXXX MANAGEMENT SERVICES, INC.
/s/ Xxxxxx Xxxxxxxx
By: -------------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Treasurer
PEARLE VISIONCARE, INC.
/s/ Xxxxxx Xxxxxxxx
By: -------------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Vice President & Treasurer
PEARLE VISION MANAGED CARE -- HMO OF
TEXAS, INC.
/s/ Xxxxxx Xxxxxxxx
By: -------------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Vice President & Treasurer
