Exhibit 10.17


SECOND AMENDMENT TO

AMENDED AND RESTATED REVOLVING CREDIT,

TERM LOAN AND SECURITY AGREEMENT


This SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING
CREDIT, TERM 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 registered in England and Wales (“Vision-Ease Lens”),
INSIGHT EQUITY A.P. X COMPANY, LLC, a Texas limited liability company and the general
partner of Borrower (“General Partner”), the financial institutions
which are now or which hereafter become a party hereto (collectively, “Lenders”
and individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”),
as agent for Lenders (PNC and its successors and assigns in such capacity, “Agent”).


R E C I T A L S:


A.            Pursuant
to that certain Amended and Restated Revolving Credit, Term Loan and Security
Agreement dated as of December 1, 2005, by and among Borrower, Asia LLC,
Vision-Ease Asia, Canada LLC, Canada LP, Vision-Ease Canada, Vision-Ease
Europe, Vision-Ease Lens, General Partner, Lenders and Agent (as amended by
that certain Waiver and First Amendment to Amended and Restated Revolving
Credit, Term Loan and Security Agreement dated as of December 1, 2005, the
“Agreement”), Lenders extended certain credit facilities to Borrower.


B.            Borrower
and the Loan Parties have requested that the Agreement be amended in certain
respects, and Agent and Lenders are willing to comply with such request subject
to the terms and provisions of this Amendment.


NOW, THEREFORE, in consideration of the mutual
covenants and agreements contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto hereby agree as follows:


ARTICLE 1


DEFINITIONS


Section
1.1  Terms Defined.  Unless otherwise defined in this Amendment,
each capitalized term used in this Amendment has the meaning given to such term
in the Agreement (as amended by this Amendment).



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ARTICLE 2


AMENDMENT


Section
2.1  Amendment to Agreement.  Clause (a) of Section 6.6
of the Agreement is hereby amended such that the amount “$-0-“
presently appearing in such clause is deleted and replaced by the following  phrase: 
“an amount equal to the actual Tangible Net Worth of Borrower and its
consolidated Subsidiaries as of December 31, 2005, as derived from the
audited financial statements”.


ARTICLE 3


MISCELLANEOUS


Section
3.1  Representations and Warranties.  Borrower and each Loan Party hereby jointly
and severally represent and warrant to Agent and Lenders that, as of the date
of and after giving effect to this Amendment, (a) the execution, delivery and
performance of this Amendment and any and all other Amendment Documents
executed and/or delivered in connection herewith have been authorized by all
requisite action on the part of Borrower or any Loan Party and will not violate
Borrower’s or any Loan Party’s  organizational documents, (b) the term “Other
Documents” as defined in the Agreement
and as used in the Agreement or any of the Other Documents includes, without
limitation, the Amendment Documents, (c) all representations and warranties set
forth in the Agreement and in the Other Documents are true and correct in all material respects as if made again
on and as of such date (except to the extent that such representations and
warranties were expressly made only in reference to a specific date), (d) no
Default has occurred and is continuing, and (e) the Agreement and the Other
Documents (as amended by this Amendment) are and remain legal, valid, binding
and enforceable obligations of Borrower and/or the Loan Parties, as applicable.


Section
3.2  Governing Law.  THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS APPLIED TO
CONTRACTS TO BE PERFORMED WHOLLY WITHIN THE STATE OF TEXAS.


Section
3.3  Counterparts.  This Amendment may be executed in any number
of counterparts, all of which when taken together shall constitute one
agreement, and any of the parties hereto may execute this Amendment by signing
any such counterpart.  Any signature
delivered by a party by facsimile transmission shall be deemed to be an
original signature hereto.


Section
3.4  No Oral Agreements.  THIS AMENDMENT, TOGETHER WITH THE AGREEMENT
AND THE OTHER DOCUMENTS AS WRITTEN, REPRESENT THE FINAL AGREEMENTS BETWEEN AND
AMONG THE PARTIES HERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS
BETWEEN OR AMONG (A) BORROWER, (B) ANY LOAN PARTY, (C) AGENT AND/OR (D) ANY
LENDER.


Section
3.5  Agreement Remains in Effect; No
Waiver.  Except as expressly provided
herein, all terms and provisions of Agreement and the Other Documents shall
remain unchanged and in full force and effect and are hereby ratified and
confirmed.  No waiver by Agent or any
Lender of any Default or Event of Default shall be deemed to be a waiver of any
other Default or Event of Default.  No
delay or omission by Agent or any Lender in exercising any power, right or
remedy shall impair such power, right or remedy or be construed as a waiver
thereof or an acquiescence therein, and no single or partial exercise of any
such power, right or remedy shall preclude other or further exercise thereof or
the exercise of any other power, right or remedy under the Agreement, the Other
Documents or otherwise.



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Section
3.6  Survival of Representations and
Warranties.  All representations and
warranties made in this Amendment or any Other Document shall survive the
execution and delivery of this Amendment and the Other Documents, and no
investigation by Agent or any Lender or any closing shall affect the
representations and warranties or the right of Agent or any Lender to rely upon
them.


Section
3.7  Reference to Agreement.  Each of the Agreement and the Other Documents
and any and all other agreements, documents or instruments now or hereafter
executed and/or delivered pursuant to the terms hereof or pursuant to the terms
of the Agreement as amended hereby, are hereby amended so that any reference in
such Agreement or Other Documents to the Agreement shall mean a reference to
the Agreement as amended hereby.


Section
3.8  Severability.  Any provision of this Amendment held by a court
of competent jurisdiction to be invalid or unenforceable shall not impair or
invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.


Section
3.9  Successors and Assigns.  This Amendment is binding upon and shall
inure to the benefit of Agent, Lenders, Borrower, the other Loan Parties and
their respective successors and assigns, except that neither Borrower nor any
other Loan Party may assign or transfer any of its rights or obligations
hereunder without the prior written consent of Agent and Lenders.


Section
3.10  Headings.  The headings, captions and arrangements used
in this Amendment are for convenience only and shall not affect the
interpretation of this Amendment.


Section
3.11  Consent.  Each Loan Party, as a Guarantor of the
Obligations, hereby consents to Borrower, Agent and Lenders entering into this
Amendment and agrees that (a) the Other Documents to which such Loan Party is a
party shall remain in full force and effect and shall continue to be the legal,
valid and binding obligations of such Loan Party enforceable against it in
accordance with their respective terms and are hereby ratified and confirmed in
all respects, and (b) the indebtedness, liabilities and obligations secured,
guaranteed and/or evidenced by the Other Documents to which such Loan Party is
a party include, without limitation, all “Obligations” as such term is defined
in the Agreement as amended by this Amendment and as such “Obligations” may be
increased or modified directly or indirectly as a result of or in connection
with this Amendment.


[Signature Page Follows]



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IN WITNESS WHEREOF, Borrower, the Loan Parties, Agent and Lenders have
caused this Amendment to be executed and delivered by their duly authorized
officers effective as of the date first above written.


	
   

  	
  BORROWER:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  INSIGHT EQUITY
  A.P. X, LP

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Insight Equity A.P. X Company, LLC

  
	
   

  	
  Title:

  	
  General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ TED W. BENESKI

  
	
   

  	
   

  	
  Name:

  	
  Ted W. Beneski

  
	
   

  	
   

  	
  Title:

  	
  Chairman of the Board

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ADDITIONAL
  LOAN PARTIES:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  INSIGHT EQUITY
  A.P. X ASIA, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ TED W. BENESKI

  
	
   

  	
  Name:

  	
  Ted W. Beneski

  
	
   

  	
  Title:

  	
  Chairman of the Board

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PT. VISION-EASE ASIA

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ TED W. BENESKI

  
	
   

  	
  Name:

  	
  Ted W. Beneski

  
	
   

  	
  Title:

  	
  President Commissioner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  INSIGHT EQUITY A.P. X CANADA, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ TED W. BENESKI

  
	
   

  	
  Name:

  	
  Ted W. Beneski

  
	
   

  	
  Title:

  	
  Chairman of the Board

  
					




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  INSIGHT EQUITY A.P. X CANADA PARTNERS, LP

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Insight Equity A.P. X Canada, LLC

  
	
   

  	
  Title:

  	
  General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ TED W. BENESKI

  
	
   

  	
   

  	
  Name:

  	
  Ted W. Beneski

  
	
   

  	
   

  	
  Title:

  	
  Chairman of the Board

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  VISION-EASE CANADA CO.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ TED W. BENESKI

  
	
   

  	
  Name:

  	
  Ted W. Beneski

  
	
   

  	
  Title:

  	
  Chairman of the Board

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  VISION EASE LENS
  EUROPE LIMITED

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ /RICH FABER

  
	
   

  	
  Name:

  	
  Rich Faber

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  VISION-EASE LENS LIMITED

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ RICH FABER

  
	
   

  	
  Name:

  	
  Rich Faber

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  INSIGHT EQUITY A.P. X COMPANY, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ TED W. BENESKI

  
	
   

  	
  Name:

  	
  Ted W. Beneski

  
	
   

  	
  Title:

  	
  Chairman of the Board

  




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  AGENT
  AND A LENDER:

  
	
   

  	
   

  
	
   

  	
  PNC BANK,
  NATIONAL ASSOCIATION,

  
	
   

  	
  as Agent and a
  Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ RONALD ECKHOFF

  
	
   

  	
  Name:

  	
  Ronald Eckhoff

  
	
   

  	
  Title:

  	
  Vice President

  




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  FIFTH THIRD
  BANK,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ WILLIAM R. HARROD

  
	
   

  	
  Name:

  	
  William R. Harrod

  
	
   

  	
  Title:

  	
  Vice President

  



 


 



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