CREDIT AGREEMENT among LFS-MERGER SUB, INC. (The rights and obligations of which hereunder are to be assumed by Eye Care Centers of America, Inc.), as Borrower, ECCA HOLDINGS CORPORATION, The Several Lenders from Time to Time Parties Hereto, BANK OF...Credit Agreement • May 3rd, 2005 • Eye Care Centers of America Inc • Retail-retail stores, nec • New York
CREDIT AGREEMENT (this “Agreement”), dated as of March 1, 2005, among LFS-MERGER SUB, INC., a Texas corporation (the “LFS-Merger Sub” and, together with any assignee of LFS-Merger Sub’s rights and obligations hereunder as provided for herein, including Eye Care Centers of America, Inc., the “Borrower”), ECCA HOLDINGS CORPORATION, a Delaware corporation (“Holdings”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), BANK OF AMERICA, N.A. and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as co-syndication agents (in such capacity, the “Co-Syndication Agents”), and JPMORGAN CHASE BANK, N.A., as administrative agent.
GUARANTEE AND COLLATERAL AGREEMENT made by ECCA HOLDINGS CORPORATION LFS-MERGER SUB, INC. (The rights and obligations of which hereunder are to be assumed by Eye Care Centers of America, Inc.), and certain of its Subsidiaries in favor of JPMORGAN...Guarantee and Collateral Agreement • May 3rd, 2005 • Eye Care Centers of America Inc • Retail-retail stores, nec • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of March 1, 2005, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the Credit Agreement, dated as of March 1, 2005 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among ECCA HOLDINGS CORPORATION (“Holdings”), LFS-MERGER SUB, INC. (the “LFS-Merger Sub” and, together with any assignee of LFS-Merger Sub’s rights and obligations under the Credit Agreement as provided for therein, including Eye Care Centers of America, Inc., the “Borrower”), the Lenders and the Administrative Agent.
LFS-MERGER SUB, INC., (to be merged with and into EYE CARE CENTERS OF AMERICA, INC.) AND THE BANK OF NEW YORK, as Trustee 10 3/4% Senior Subordinated Notes due 2015Indenture • May 3rd, 2005 • Eye Care Centers of America Inc • Retail-retail stores, nec • New York
INDENTURE dated as of February 4, 2005, between LFS-MERGER SUB, INC., a Texas corporation (the “Company”), and THE BANK OF NEW YORK, a New York banking corporation, as trustee (in such capacity, the “Trustee”).
LEASE AGREEMENTLease Agreement • May 3rd, 2005 • Eye Care Centers of America Inc • Retail-retail stores, nec
THIS LEASE AGREEMENT is made this 27 day of FEBRUARY, 1997, between SCI Development Services Incorporated (“Landlord”), and the Tenant named below.
AGREEMENT OF LIMITED PARTNERSHIP OF ECCA MANAGEMENT SERVICES, LTD.Limited Partnership Agreement • May 3rd, 2005 • Eye Care Centers of America Inc • Retail-retail stores, nec
This Agreement of Limited Partnership (this “Agreement”) is entered into by and between ECCA Management, Inc., a Delaware corporation, as General Partner, and ECCA Management Investments, Inc., a Delaware corporation, as Limited Partner, to be effective as of February 26, 2003 (the “Effective Date”).
ESCROW AND SECURITY AGREEMENTEscrow and Security Agreement • May 3rd, 2005 • Eye Care Centers of America Inc • Retail-retail stores, nec • New York
This ESCROW AND SECURITY AGREEMENT (this “Escrow and Security Agreement”) is made and entered into as of February 4, 2005 among LFS-Merger Sub, Inc., a Texas corporation (the “Pledgor”), The Bank of New York, as Trustee under the Indenture referred to below (in such capacity, the “Trustee”), The Bank of New York, as securities intermediary and escrow agent (in such capacity, the “Escrow Agent”), and J.P. Morgan Securities Inc., Banc of America Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated (collectively, the “Initial Purchasers”), in favor of the holders (the “Holders”) of the Notes (as defined herein) issued on the date hereof by the Pledgor under the Indenture referred to below.
PUT AGREEMENT Dated as of December 2, 2004 By and Among MOULIN INTERNATIONAL HOLDINGS LIMITED and CERTAIN SUBSIDIARIES OF MOULIN INTERNATIONAL HOLDINGS LIMITED and GOLDEN GATE PRIVATE EQUITY, INC.Put Agreement • May 3rd, 2005 • Eye Care Centers of America Inc • Retail-retail stores, nec • New York
This PUT AGREEMENT (this “Agreement”), dated as of December 2, 2004 is made by and among MOULIN INTERNATIONAL HOLDINGS LIMITED, a Bermuda company (“Moulin”), MOULIN OPTICAL MANUFACTORY LIMITED, a Hong Kong company, ALLIED INDUSTRIAL LIMITED, a Hong Kong company, LEADKEEN INDUSTRIAL LIMITED, a Hong Kong company, MOULIN EUROPEAN HOLDINGS LIMITED, a British Virgin Islands company, AMPLE FAITH INVESTMENTS LIMITED, a British Virgin Islands company and METZLER INTERNATIONAL (USA) INC., a Delaware corporation (collectively, the “Moulin Subsidiaries” and, together with Moulin, the “Moulin Entities”) and GOLDEN GATE PRIVATE EQUITY, INC. (together with its Affiliates who become holders of Equity Securities, the “GGC Entities” and together with the Moulin Entities, the “Parties”).
AMENDED AND RESTATED SUPPLY AGREEMENTSupply Agreement • May 3rd, 2005 • Eye Care Centers of America Inc • Retail-retail stores, nec • New York
This AMENDED AND RESTATED SUPPLY AGREEMENT (this “Agreement”) dated as of January 28, 2005 is made by and between LFS-MERGER SUB, INC., a Texas corporation (“LFS”), MOULIN INTERNATIONAL HOLDINGS LIMITED, a Bermuda company (“Moulin”), and, solely for the purposes of Section 14(b) hereof, Golden Gate Private Equity, Inc. (“Golden Gate”). LFS and Moulin are referred to herein individually as a “Party” and collectively as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • May 3rd, 2005 • Eye Care Centers of America Inc • Retail-retail stores, nec
THIS EMPLOYMENT AGREEMENT (the “Agreement”) made and entered into effective as of the 1st day of January, 1998, by and between Eye Care Centers of America, Inc., a Texas corporation (the “Company”), or its assigns, and Doug Shepard (“Employee”);
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 3rd, 2005 • Eye Care Centers of America Inc • Retail-retail stores, nec • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of March 1, 2005 (the “Agreement”), is entered into by and among Eye Care Centers of America, Inc., a Texas corporation (the “Company”), the guarantors listed in Schedule 1 hereto (the “Subsidiary Guarantors”) and J.P. Morgan Securities Inc. (“JPMorgan”), Banc of America Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Initial Purchasers”).
LFS-MERGER SUB, INC. to be merged with and into EYE CARE CENTERS OF AMERICA, INC. 10 3/4% Senior Subordinated Notes due 2015 Purchase AgreementPurchase Agreement • May 3rd, 2005 • Eye Care Centers of America Inc • Retail-retail stores, nec • New York
conflict with or constitute a default under or violate (i) any of the terms, conditions or provisions of the Articles of Incorporation, by-laws of the Company or comparable organizational documents of such Subsidiary Guarantors, (ii) Texas law or regulation (other than (x) state securities or blue sky laws or (y) any laws or regulations that are part of a regulatory regime applicable to the Company or such Subsidiary Guarantors due to the specific assets and/or business of the Company or such Subsidiary Guarantors as to which, in each case, we express no opinion in this paragraph) or (iii) any of the terms, conditions or provisions of any document, agreement or other instrument listed on Schedule B hereto, which the Company has represented are all of the Material Contracts (as defined in Item 601(10) of Regulation S-K), the terms of which state they are governed by Texas law, to which the Company is a party or by which the Company is bound or to which any property or assets of the Comp
PROFESSIONAL BUSINESS MANAGEMENT AGREEMENTProfessional Business Management Agreement • May 3rd, 2005 • Eye Care Centers of America Inc • Retail-retail stores, nec • Arizona
This Professional Business Management Agreement (the “Agreement”) is made and entered into effective as of May 31, 2004 by and between EyeMasters, Inc., a Delaware corporation (“Professional Business Manager”), and Tom Sowash O.D. & Associates, P.C., an Arizona professional optometry corporation (the “Practice”).
ACKNOWLEDGMENT BY EYE CARE CENTERS OF AMERICA, INC.Acknowledgment • May 3rd, 2005 • Eye Care Centers of America Inc • Retail-retail stores, nec
Reference is made to the Credit Agreement, dated as of the date hereof, among ECCA Holdings Corporation, LFS-Merger Sub, Inc. (“LFS Merger Sub”), JPMorgan Chase Bank, N.A., as Administrative Agent, the other agents party thereto, and the banks and other financial institutions from time to time party thereto (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
AMENDMENT TO LEASE AGREEMENT BY AND BETWEEN PROLOGIS NORTH AMERICAN PROPERTIES FUND, L.P. (Successor in interest to SCI Development Services Incorporated) And EYE CARE CENTERS OF AMERICA, INC.Lease Agreement • May 3rd, 2005 • Eye Care Centers of America Inc • Retail-retail stores, nec
This Amendment To Lease Agreement is made and effective this 1st of June, 2003, by and between ProLogis North American Properties Fund, L.P. (hereinafter, “Landlord”) and Eye Care Centers Of America, Inc., (hereinafter, “Tenant”).
SUPPLEMENTAL INDENTURESupplemental Indenture • May 3rd, 2005 • Eye Care Centers of America Inc • Retail-retail stores, nec • New York
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT Dated as of February 2, 2005 By and Among ECCA HOLDINGS CORPORATION, AMPLE FAITH INVESTMENTS LIMITED, and GOLDEN GATE PRIVATE EQUITY, INC.Stockholders Agreement • May 3rd, 2005 • Eye Care Centers of America Inc • Retail-retail stores, nec • Delaware
This AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of February 2, 2005 is made by and among ECCA HOLDINGS CORPORATION (“ECCA Holdings Corporation” or the “Company”), a Delaware corporation, AMPLE FAITH INVESTMENTS LIMITED (“Ample Faith”), a British Virgin Islands company, GOLDEN GATE PRIVATE EQUITY, INC. (together with its Affiliates who become owners of Equity Securities and those affiliated funds that acquire Equity Securities in accordance with that certain equity commitment letter, dated as of December 2, 2005, collectively, the “GGC Entities”), each of the Persons listed on Schedule I attached hereto from time to time or who otherwise agrees to be bound by the provisions hereof as a Management Stockholder by executing a joinder agreement (each such Person a “Management Stockholder” and collectively, the “Management Stockholders”) (it being understood that Ample Faith, the GGC Entities and the Management Stockholders are collectively referred to herein as
ADVISORY AGREEMENTAdvisory Agreement • May 3rd, 2005 • Eye Care Centers of America Inc • Retail-retail stores, nec • California
This Advisory Agreement (this “Agreement”) is made and entered into as of February 1, 2005 (the “Effective Date”), by and among ECCA Holdings Corporation, a Delaware corporation (“Parent”), LFS-Merger Sub, Inc., a Texas Corporation (“Merger Sub”), and GGC Administration, LLC, a Delaware limited liability company (“GGC”).
ADVISORY AGREEMENTAdvisory Agreement • May 3rd, 2005 • Eye Care Centers of America Inc • Retail-retail stores, nec • California
This Advisory Agreement (this “Agreement”) is made and entered into as of February 1, 2005 (the “Effective Date”), by and among ECCA Holdings Corporation, a Delaware corporation (“Parent”), LFS-Merger Sub, Inc., a Texas Corporation (“Merger Sub”), and Moulin International Holdings Limited, a Bermuda corporation (“Moulin”).
