0001193125-06-261108 Sample Contracts

SECOND AMENDMENT AND CONSENT
Credit Agreement • December 28th, 2006 • Eye Care Centers of America Inc • Retail-retail stores, nec • New York

SECOND AMENDMENT AND CONSENT, dated as of December 21, 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 (the “Administrative Agent”).

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