SECOND AMENDMENT LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 26th, 2007 • Vision-Ease Lens CORP • Ophthalmic goods • Texas
This SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is made and entered into effective for all purposes as of December 1, 2005 (the “Effective Date”) among INSIGHT EQUITY A.P. X, LP, a Texas limited partnership (“Borrower”), INSIGHT EQUITY A.P. X ASIA, LLC, a Delaware limited liability company (“Asia LLC”), PT. VISION-EASE ASIA, an investment company organized under the laws of the Republic of Indonesia (“Vision-Ease Asia”), INSIGHT EQUITY A.P. X CANADA, LLC, a Delaware limited liability company (“Canada LLC”), INSIGHT EQUITY A.P. X CANADA PARTNERS, LP, a Texas limited partnership (“Canada LP”), VISION-EASE CANADA CO., an unlimited company organized under the laws of the Province of Nova Scotia, Canada and successor in interest by amalgamation to Vision-Ease Canada, Ltd. (“Vision-Ease Canada”), VISION EASE LENS EUROPE LIMITED, a company limited by shares registered in England and Wales (“Vision-Ease Europe”), VISION-EASE LENS LIMITED, a company limited by shares reg
AMENDED AND RESTATED INTERCREDITOR AGREEMENTIntercreditor Agreement • January 26th, 2007 • Vision-Ease Lens CORP • Ophthalmic goods • Texas
This Amended and Restated Intercreditor Agreement (this “Agreement”) is dated as of December 1, 2005, by and among PNC BANK, NATIONAL ASSOCIATION, in its capacity as agent for the Banks (as hereinafter defined) (the “Agent”), ORIX FINANCE CORP., in its capacity as agent for the Term Loans B Banks (as hereinafter defined) (the “Term Loans B Agent”) (each of the Agent and the Term Loans B Agent is a “Senior Agent” and they are collectively, the “Senior Agents”), PNC VENTURE CORP, a Delaware corporation (“PNCVC”), PNC EQUITY PARTNERS, L.P., a Delaware limited partnership (“PNCEP”), ERIE INDEMNITY COMPANY (“EIC”), CONNECTICUT GENERAL LIFE INSURANCE COMPANY (“CGLIC”), CONNECTICUT GENERAL LIFE INSURANCE COMPANY In Respect of a Separate Account (“CGLICSA”), LIFE INSURANCE COMPANY OF NORTH AMERICA (“LICNA”) (each of PNCVC, PNCEP, EIC, CGLIC, CGLICSA and LICNA and its successors and assigns (including, without limitation, the Investors (as defined in the Junior Lender Loan Agreement) is a “Juni
LIEN SUBORDINATION AGREEMENTLien Subordination Agreement • January 26th, 2007 • Vision-Ease Lens CORP • Ophthalmic goods • Texas
The undersigned, pursuant to that certain Loan and Security Agreement, dated as of December 1, 2005, by and among the Obligor (as defined below), certain of its subsidiaries and affiliates, certain financial institutions party thereto from time to time (individually, a “Lender” and collectively, the “Lenders”) and the undersigned, as a Lender and in its capacity as agent for the Lenders (in such capacity, “Agent”), as the same may be amended, supplemented, restated, modified or refinanced from time to time (the “Credit Agreement”), has or may acquire a security interest or other lien in the Property, as hereinafter defined, which is now, or hereafter may be, owned or leased by Insight Equity A.P. X, LP (“Obligor”). “Property” means the property identified on Schedule “A” and the identifiable proceeds thereof.
