AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 3rd, 2006 • Eye Care Centers of America Inc • Retail-retail stores, nec • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 25, 2006, is made by and among HVHC Inc., a Delaware corporation (“Parent”); Franklin Merger Sub Inc., a Delaware corporation and a direct, wholly owned Subsidiary of Parent (“Merger Sub”); ECCA Holdings Shareholder Trust, a Delaware statutory trust, solely in its capacity as the representative of the Company Shareholders (the “Representative”); and ECCA HOLDINGS CORPORATION, a Delaware corporation (the “Company”).
FIRST AMENDMENT AND CONSENTEye Care Centers of America Inc • August 3rd, 2006 • Retail-retail stores, nec • New York
FIRST AMENDMENT AND CONSENT, dated as of June 29, 2006 (this “Amendment”), to the Credit Agreement, dated as of March 1, 2005 (the “Credit Agreement”), among EYE CARE CENTERS OF AMERICA, INC., a Texas corporation (as successor to LFS-MERGER SUB, INC., a Texas corporation) (the “Borrower”), ECCA HOLDINGS CORPORATION, a Delaware corporation (“Holdings”), the several banks and other financial institutions or entities from time to time parties thereto (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.
