REGISTRATION RIGHTS AGREEMENT




Exhibit
4.8          

 

 

REGISTRATION RIGHTS
AGREEMENT

By and Among

NATIONAL VISION, INC.

and

THE PERSONS LISTED ON
THE

SIGNATURE PAGES HEREOF


Dated as of May 31, 2001


REGISTRATION RIGHTS
AGREEMENT

 



 


THIS
REGISTRATION RIGHTS AGREEMENT ("this Agreement"), dated as of
May 31, 2001, by and among National Vision, Inc. (f/k/a Vista Eyecare, Inc.), a
Georgia corporation (the "Company"), the Holders (as
hereinafter defined) of Registrable Securities (as hereinafter defined) who are
parties to this Agreement and the Additional Holders (as hereinafter defined)
who subsequently become party to this Agreement.


RECITALS


A.       This
Agreement is entered into pursuant to, and as authorized by, that First Amended
Joint Plan of Reorganization of Vista Eyecare, Inc., dated April 13, 2001 (the
"Plan"), which Plan was confirmed on May 18, 2001 by order of
the United States Bankruptcy Court for the Northern District of Georgia, Atlanta
Division, in Case No. 00-65214, as the same may be amended, modified or
supplemented from time to time in accordance with the terms thereof.

B.       Pursuant
to the Plan, the Company will issue to the Holders in partial exchange for their
claims against the Company, the following securities: (i) the Company’s 12%
Senior Secured Notes due 2009 (the "Notes"), pursuant to that
Indenture dated as of May 31, 2001, between the Company and State Street Bank
and Trust Company, as Trustee, and (ii) shares of the Company’s common stock,
par value $0.01 (the "Common Stock").

C.       In
connection with, and as authorized by the Plan, and to induce the Holders to
vote in favor of the Plan, the Company has agreed to provide the registration
rights (and in connection therewith to take certain other actions as) set forth
in this Agreement for the benefit of the Holders as provided herein.


AGREEMENTS


In
consideration of the foregoing and the mutual covenants herein contained, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged and affirmed, the parties hereto, intending to be
legally bound, hereby agree as follows:

1.              Definitions.
As
used in this Agreement, the following capitalized terms (in their singular and
plural forms, as applicable) have the following meanings:

"Action"
has the meaning assigned to such term in Section 7.3.

"Additional
Holders" means holders of Registrable Securities who, from time to
time, agree to bound by the terms hereof and become Holders for purposes of this
Agreement pursuant to Section 11.2 hereof.

"Adverse
Effect" has the meaning assigned to such term in Section 2.5.

 



 

"Affiliate"
of a Person means any Person that directly or indirectly through one or more
intermediaries controls or is controlled by, or is under common control with,
such other Person. For purposes of this definition, the term "control"
(including the terms "controlling," "controlled by" and
"under common control with") means the possession, direct or indirect,
of the power to cause the direction of the management and policies of a Person,
whether through the ownership of voting securities, by contract or otherwise.

"Agreement"
has the meaning assigned to such term in the introductory paragraph to this
Agreement.

"Business
Day" means each Monday, Tuesday, Wednesday, Thursday and Friday which
is not a day on which banking institutions in the Borough of Manhattan, The City
of New York are authorized or obligated by law or executive order to close.

"Commission"
means the United States Securities and Exchange Commission and any successor
United States federal agency or governmental authority having similar powers.

"Common
Stock" has the meaning assigned to such term in the Recitals hereto.

"Company"
has the meaning assigned to such term in the introductory paragraph to this
Agreement.

"Company
Standstill Period" has the meaning assigned to such term in Section
5.1.

"Demand
Registration" has the meaning assigned to such term in Section 2.1.

"Demand
Request" has the meaning assigned to such term in Section 2.1.

"Effective
Date" means the Effective Date of (and as defined in) the Plan as
confirmed.

"Exchange
Act" means the Securities Exchange Act of 1934, as amended, or any
successor statute, and the rules and regulations of the Commission thereunder.

"Holder"
means any (i) Person who is a signatory hereto, (ii) Permitted Assignee or (iii)
Additional Holder.

"Holder
Shelf Offering" has the meaning assigned to such term in Section
4.2(b).

"Indemnified
Person" has the meaning assigned to such term in Section 7.1.

"Indemnitee"
has the meaning assigned to such term in Section 7.3.

"Inspectors"
has the meaning assigned to such term in Section 6.1(k).

"Joining
Holder" has the meaning assigned to such term in Section 2.2.

"Loss"
and "Losses" have the meanings assigned to such terms in
Section 7.1.

 

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"Material
Disclosure Event" means, as of any date of determination, any pending
or imminent event relating to the Company, which, in the determination of the
Board of Directors of the Company upon advice of counsel (i) requires disclosure
of material, non-public information relating to such event in any registration
statement so that such registration statement would not be materially
misleading, (ii) is otherwise not required to be publicly disclosed at that time
(e.g., on Forms 10-K, 8-K, or 10-Q) under applicable federal or state securities
laws and (iii) if publicly disclosed at the time of such event, could reasonably
be expected to have a material adverse effect on the business, financial
condition or prospects of the Company or could reasonably be expected to
materially adversely affect a pending or proposed material acquisition, merger,
recapitalization, consolidation, reorganization or similar transaction, or
negotiations with respect thereto.

"NASD"
has the meaning assigned to such term in Section 6.1(o) hereto.

"Nasdaq"
has the meaning assigned to such term in Section 6.1(p) hereto.

"Notes"
has the meaning assigned to such term in the Recitals hereto.

"Permitted
Assignee" means any (i) Affiliate of any Holder who acquires
Registrable Securities from such Holder or its Affiliates or (ii) any other
Person who acquires any Registrable Securities from a Holder and who shall have
been designated as a Permitted Assignee by such Holder in a written notice to
the Company; provided that the rights of any Person designated as a Permitted
Assignee referred to in the foregoing clause (ii) shall be limited if and to the
extent provided in such notice.

"Person"
means any individual, corporation, partnership, limited liability company, joint
venture, association, joint-stock company, trust, unincorporated organization,
government or any agency or political subdivision thereof or any other entity.

"Plan"
has the meaning assigned to such term in the Recitals to this Agreement.

"Records"
has the meaning assigned to such term in Section 6.1(k).

The
terms "register," "registered" and "registration"
mean a registration effected by preparing and filing with the Commission a
registration statement on an appropriate form in compliance with the Securities
Act, and the declaration or order of the Commission of the effectiveness of such
registration statement under the Securities Act.

"Registrable
Securities" means any (i) shares of Common Stock (such shares, together
with any securities issued or issuable in respect thereof by way of a dividend
or stock split or in connection with a combination of shares, recapitalization,
merger, consolidation or other reorganization or otherwise, the "Registrable
Common Securities") and (ii) Notes (such Notes, together with any
securities issued in respect of or in exchange therefor, the "Registrable
Debt Securities"), in each case, issued to the Holders pursuant to the
Plan or otherwise acquired by a Holder from time to time after the date hereof
("Additional Registrable Securities"); provided, however,
that as to any Registrable Securities, such securities shall cease to constitute
"Registrable Securities" for purposes of this Agreement if and when
(v) a registration statement with respect to the sale of such securities shall
have been declared effective by the Commission

 

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and
such securities shall have been sold pursuant thereto in accordance with the
intended plan and method of distribution therefor set forth in the final
prospectus forming part of such registration statement or (w) such securities
are no longer outstanding or (x) such securities have been distributed in
accordance with the provisions of Rule 144 (or any similar provision then in
force) under the Securities Act or (y) in the reasonable judgment of the Holder,
such securities may be distributed to the public free from any restrictions
imposed by Rule 144 and without the requirement of the filing of a registration
statement covering such securities or (z) such securities are no longer owned by
a Holder.

"Requesting
Holder" has the meaning assigned to such term in Section 2.1.

"Required
Filing Date" has the meaning assigned to such term in Section 2.1.

"Required
Period" has the meaning assigned to such term in Section 4.2(a).

"Securities
Act" means the Securities Act of 1933, as amended, or any successor
statute, and the rules and regulations of the Commission thereunder.

"Shelf
Registration Statement" means a shelf registration statement under Rule
415 under the Securities Act .

"Shelf
Request" has the meaning assigned to such term in Section 4.1(b).

"Suspension
Notice" has the meaning assigned to such term in Section 5.2.

"Suspension
Period" has the meaning assigned to such term in Section 5.2.

The
words "include," "includes" and "including,"
when used in this Agreement, shall be deemed to be followed by the words
"without limitation."

2.              Demand
Registration.
2.1          Request
for Registration. Subject to the provisions contained in this Section 2.1,
beginning on the date 120 days after the Effective Date, any Holder or Holders
may from time to time request (each, a "Requesting Holder") in
writing (a "Demand Request") that the Company effect the
registration under the Securities Act of that number or principal amount, as the
case may be, of Registrable Securities requested and owned by the Requesting
Holder(s), specifying the intended method of distribution thereof if other than
an underwritten offering (a "Demand Registration"); provided,
however, that (if Demand Requests have been delivered by Holders of less
than all of the Registrable Common Securities or Registrable Debt Securities, as
applicable, outstanding at the time of such requests) Holders of Registrable
Securities of not less than (i) the greater of (A) 15% of the Registrable Common
Securities outstanding at the time of such request (subject to adjustment for
any subdivision or combination of Registrable Common Securities), and (B)
$10,000,000 in anticipated aggregate offering price of Registrable Common
Securities, or (ii) $25,000,000 in aggregate principal amount of Registrable
Debt Securities outstanding at the time of such request, shall have delivered
Demand Requests; and provided, further, that the Company will in
no event be required to effect more than (x) two Demand Registrations in any
12-month period or (y) four Demand Registrations, two of which may be

 

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 initiated by the
Holders with respect to the Registrable Common Securities and two of which may
be initiated by the Holders with respect to the Registrable Debt Securities
under this Agreement. The Company shall, solely for the purpose of obtaining the
consent of sufficient Holders to request a Demand Registration pursuant to this
Section 2.1, use its best efforts to provide the Holders with (i) a list of
record securityholders of the Company with their respective ownership of
Registrable Securities and contact information and (ii) such additional
information as the Holders may request in connection therewith, which list and
additional information shall be used solely for purposes of this Agreement. Upon
receipt of a Demand Request, the Company will cause to be included in a
registration statement on an appropriate form under the Securities Act, filed
with the Commission as promptly as reasonably practicable but in any event not
later than 75 days after receiving a Demand Request (the "Required
Filing Date"), such Registrable Securities as may be requested by such
Requesting Holders in their Demand Request together with any other Registrable
Securities of the same class as requested by Joining Holders joining in such
request pursuant to Section 2.2. The Company shall use its reasonable best
efforts to cause any such registration statement to be declared effective by the
Commission as promptly as practicable after such filing but in any event not
later than 120 days following the date of the Demand Request.

2.2          Joining
Holders. If at any time the Company proposes to register Registrable
Securities for the account of the Requesting Holders pursuant to Section 2.1
then (i) the Company shall give, or cause to be given, written notice of such
proposed filing to the Holders as soon as practicable (but in no event less than
30 days before the anticipated filing date). Upon the written request of any
Holder other than a Requesting Holder, received by the Company no later than the
10th Business Day after receipt by such Holder of the notice sent by the Company
(each such Holder a "Joining Holder"), to register, on the same terms
and conditions as the securities otherwise being sold pursuant to such Demand
Registration, any of its Registrable Securities of the same class as the
securities otherwise being sold pursuant to such Demand Registration, the
Company will, subject to the terms of this Agreement, use its reasonable best
efforts to cause such Registrable Securities to be included in the registration
statement proposed to be filed by the Company on the same terms and conditions
as any securities of the same class included therein.

2.3          Effective
Registration. A registration will not count as a Demand Registration until
the related registration statement has been declared effective and has remained
effective for at least 60 days following such effective date or for such shorter
period ending when all the securities covered thereby have been sold; it being
understood that if, after it has become effective, an offering of Registrable
Securities pursuant to a registration statement is terminated by any stop order,
injunction, or other order of the Commission or other governmental agency or
court, such registration pursuant thereto will be deemed not to have been
effected and will not count as a Demand Registration.

2.4          Selection
of Underwriters. Unless the Requesting Holders otherwise elect (by Holders
holding in the aggregate more than (i) 50% of the Registrable Common Securities
or (ii) 50% in principal amount of the Registrable Debt Securities, as the case
may be, participating in such registration) in their Demand Request pursuant to
Section 2.1, all Demand Registrations will be underwritten offerings. With
respect to any offering of Registrable Securities pursuant to a Demand
Registration in the form of an underwritten offering, the Company shall select
an

 

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investment
banking firm of national standing to be one co-lead managing underwriter for the
offering, which shall be reasonably acceptable to the Requesting Holders of a
majority of the Registrable Securities participating in such registration, and
such Holders shall select an investment banking firm of national standing to be
the other co-lead managing underwriter, which shall be reasonably acceptable to
the Company. Any additional co-managing underwriter shall be selected by the
Company.

2.5          Priority
on Demand Registrations. No securities to be sold for the account of any
Person (including the Company) other than Requesting Holders or Joining Holders
shall be included in a Demand Registration unless the lead managing underwriters
shall advise the Requesting Holders in writing that the inclusion of such
securities will not adversely affect the price or success of the offering (an
"Adverse Effect"). Furthermore, in the event that the lead
managing underwriters shall advise the Requesting Holders in writing that the
amount of Registrable Securities proposed to be included in such Demand
Registration by Requesting Holders and Joining Holders is sufficiently large
(even after exclusion of all securities of any other Person pursuant to the
immediately preceding sentence) to cause an Adverse Effect, the number or
principal amount, as the case may be, of Registrable Securities to be included
in such Demand Registration shall be allocated among all Requesting and Joining
Holders pro rata based on the ratio which the number or principal amount, as the
case may be, of Registrable Securities each such Holder requests be included
bears to the total number or principal amount, as the case may be, of
Registrable Securities of all Holders that have been requested be included in
such registration; provided that if, as a result of such pro-ration, any Holder
shall not be entitled to include in a registration all Registrable Securities of
the class that such Holder has requested to be included, such Holder may elect
to withdraw its request to include such Registrable Securities in such
registration or may reduce the number or principal amount, as the case may be,
requested to be included; provided, however, that (x) such request must be made
in writing prior to the earlier of the execution of the underwriting agreement
or the execution of the custody agreement with respect to such registration and
(y) such withdrawal or reduction shall be irrevocable.

3.            Piggyback
Registrations.

3.1          Holder
Piggyback Registration. If the Company proposes to file a registration
statement under the Securities Act with respect to an offering of any securities
for the Company’s own account (except pursuant to registrations on Form S-4 or
any successor form or on Form S-8 or any successor form relating solely to
securities issued pursuant to any benefit plan) then (i) the Company shall
give written notice of such proposed filing to the Holders as soon as
practicable (but in no event (x) later than 20 days after the receipt of a
Demand Request pursuant to Section 2.1 hereof, or (y) less than 20 days before
the anticipated filing date in the case of any other registration), describing
in reasonable detail the proposed registration (including the number and/or
principal amount, as the case may be, and class of securities proposed to be
registered, the proposed date of filing of such registration statement, any
proposed means of distribution of such securities, any proposed managing
underwriter(s) of such securities and a good faith estimate by the Company of
the proposed maximum offering price of such securities as such price is proposed
to appear on the facing page of such registration statement), and offering such
Holders the opportunity to register such number and/or principal amount, as the
case may be, of Registrable Securities as each such Holder may request. Upon the
written request of any Holder, received by the Company no later than 10 Business
Days after

 

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receipt
by such Holder of the notice sent by the Company, to register, on the same terms
and conditions as the securities otherwise being sold pursuant to such
registration, any of such Holder’s Registrable Securities of the same class as
those being registered (which request shall state the intended method of
disposition thereof if the securities otherwise being sold are being sold by
more than one method of disposition), the Company will use its reasonable best
efforts to cause such Registrable Securities as to which registration shall have
been so requested to be included in the registration statement proposed to be
filed by the Company on the same terms and conditions as any similar securities
included therein; provided, however, that, notwithstanding the
foregoing, the Company may at any time in its sole discretion, or at the request
of Holders holding a majority of the Registrable Securities included in a Demand
Registration, without the consent of any other Holder, delay or abandon the
proposed offering in which any Holder had requested to participate pursuant to
this Section 3.1 or cease the filing (or obtaining or maintaining the
effectiveness) of or withdraw the related registration statement or other
governmental approvals, registrations or qualifications. In such event, the
Company shall so notify each Holder that had notified the Company in accordance
with this Section 3.1 of its intention to participate in such offering.

3.2          Priority
on Piggyback Registrations.

(a)          If
the Registrable Securities requested to be included in a registration statement
by any Holder pursuant to Section 3.1 differ from the type of securities
proposed to be registered by the Company, and the managing underwriter(s) for
the related underwritten offering advise the Company in writing that due to such
differences the inclusion of such Registrable Securities would cause an Adverse
Effect, and the Company notifies such Holder in writing of such advice, then (i)
the number or principal amount, as the case may be, of such Holder’s or
Holders’ Registrable Securities to be included in the registration statement
shall be reduced to an amount which, in the judgment of such managing
underwriter(s), would eliminate such Adverse Effect or (ii) if no such reduction
would, in the judgment of such managing underwriter(s), eliminate such Adverse
Effect, then the Company shall have the right to exclude all such Registrable
Securities from such registration statement provided no other securities are
included and offered for the account of any other Person (other than the
Company) in such registration statement. Any partial reduction in the number or
principal amount, as the case may be, of Registrable Securities to be included
in the registration statement pursuant to clause (i) of the immediately
preceding sentence shall be effected pro rata based on the ratio which such
Holder’s Registrable Securities bears to the total number or principal amount,
as the case may be, of Registrable Securities requested to be included in such
registration statement by all Holders who have requested that their securities
be included in such registration statement. If the Registrable Securities
requested to be included in the registration statement pursuant to Section 3.1
are of the same type as the securities being registered by the Company and the
managing underwriter(s) advise the Company in writing that the inclusion of such
Registrable Securities would cause an Adverse Effect, and the Company notifies
the requesting Holders in writing of such advice, then the Company will be
obligated to include in such registration statement, as to each Holder, only a
portion of the Registrable Securities such Holder has requested to be registered
equal to the ratio which such Holder’s requested Registrable Securities bears
to the total number or principal amount, as the case may be, of Registrable
Securities requested to be included in such registration statement by all
Holders.

 

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If
after a Demand Request by the Holders pursuant to Section 2.1 hereof, the
Company first initiates a proposal to register securities for its own account
pursuant to this Article 3, then the Demand Registration requested pursuant to
Section 2.1 hereof shall be given priority.

3.3          Withdrawals.
Any Holder shall have the right to withdraw its request for inclusion of its
Registrable Securities in any registration statement pursuant to this Article 3
by giving written notice to the Company of its request to withdraw; provided,
however, that (i) such request must be made in writing prior to the
earlier of the execution of the underwriting agreement or the execution of the
custody agreement with respect to such registration and (ii) such withdrawal
shall be irrevocable.

4.          Shelf
Registration.

4.1          Shelf
Requirement and Request.

(a)          As
promptly as reasonably practicable but in any event not later than 75 days after
the date hereof, the Company shall file a Shelf Registration Statement relating
to the resale by the Holders of all of the Holders’ Registrable Securities.
The Company shall use all reasonable efforts to cause such registration
statement to be declared effective by the Commission as promptly as practicable
after such filing but in any event not later than 90 days following such filing
date. In addition, as promptly as reasonably practicable following a Holder’s
or Holders’ request(s) therefor, the Company shall take all actions as are
necessary or advisable to permit the resale by such Holder(s) of any Additional
Registrable Securities pursuant to Rule 415 under the Securities Act (including,
without limitation, such actions as may be required to comply with Rules 413 and
429 thereunder); provided, however, that the Company shall not be
required to take any such actions unless the Additional Registrable Securities
requested to be registered for resale comprise in the aggregate at least
$3,000,000 in anticipated aggregate offering price of Registrable Common Stock
or $3,000,000 in aggregate principal amount of Registrable Debt Securities, as
the case may be.

(b)          In
addition to any Shelf Registration Statement referred to in Section 4.1(a), any
Holder or Holders may request in writing (a "Shelf Request")
that the Company file a Shelf Registration Statement relating to such Holder’s
or Holders’ Registrable Securities, beginning on the date on which the Company
is a registrant entitled to use Form S-3 of the Commission or any successor form
thereto, to register such class of Registrable Securities; provided, however,
that (if Shelf Requests have been delivered by Holders of less than all of the
Registrable Common Securities or Registrable Debt Securities, as applicable,
outstanding at the time of such requests) (x) the Registrable Common Securities
to be included in such Shelf Registration Statement comprise not less than the
greater of (A) 10% (subject to adjustment for any subdivision or combination of
Registrable Common Securities) of the Registrable Common Securities outstanding
on the date of such request, and (B) $5,000,000 in anticipated aggregate
offering price of Registrable Common Securities, and (y) the Registrable Debt
Securities to be included in such Shelf Registration Statement comprise not less
than $10,000,000 in aggregate principal amount of the Registrable Debt
Securities outstanding at the time of such requests. Upon receipt of such
requests, the Company will, as promptly as reasonably practicable but in any
event not later than 45 days after such request, file such Shelf Registration
Statement. The

 

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Company
shall use all reasonable efforts to cause such registration statement to be
declared effective by the Commission as promptly as practicable after such
filing but in any event not later than 90 days following the date of the Shelf
Request.

4.2          Required
Period and Shelf Registration Procedures.

(a)          The
Company shall (i) cause each Shelf Registration Statement required or requested
pursuant to Section 4.1 to include a resale prospectus intended to permit each
Holder to sell, at such Holder’s election, all or part of the Registrable
Securities held by such Holder without restriction and (ii) use its best efforts
to prepare and file with the Commission such amendments and post-effective
amendments to each such Shelf Registration Statement as may be necessary to keep
each such Shelf Registration Statement continuously effective (subject to any
Suspension Period(s) referred to below) for a period (the "Required
Period") ending on the first date on which all of the securities
covered by the applicable Shelf Registration Statement no longer constitute
Registrable Securities owned by any Holder, and (iii) use its best efforts
to cause the resale prospectus to be supplemented by any required prospectus
supplement; provided, that a registration pursuant to this Article 4
shall not be deemed to have been effected unless it has been declared effective
by the Commission and has remained effective for the Required Period, it being
understood that if, after it has become effective, an offering of Registrable
Securities pursuant to a Shelf Registration Statement is terminated by any stop
order, injunction, or other order of the Commission or other governmental agency
or court, such registration pursuant thereto will be deemed not to have been
effected.

(b)          During
the period of effectiveness of any Shelf Registration Statement, any Holder
shall be entitled to sell all or part of the Registrable Securities registered
on behalf of such Holder pursuant to such Shelf Registration Statement ("Holder
Shelf Offering").

(c)          Any
Holder may, by written notice to the Company, request that the Company take all
reasonable steps necessary to assist and cooperate with such Holder to
facilitate a Holder Shelf Offering, subject to the provisions hereof. Such
request will specify the number or principal amount, as the case may be, of
Registrable Securities proposed to be sold and will also specify the intended
method of disposition thereof.

5.          Standstill
and Suspension Periods.

5.1          Company
Standstill Period. Except for distributions of Common Stock or Notes
pursuant to the Plan, the Company agrees not to, without the prior written
consent of the lead managing underwriters for any underwritten offering of
Registrable Securities, effect any public sale or distribution of any securities
(except securities that may be held by the Company for its own account under the
relevant registration statement) the same as or similar to the Registrable
Securities, or any securities convertible into or exchangeable or exercisable
for any Company securities the same as or similar to the Registrable Securities
(except pursuant to registrations on Form S-4 or any successor form, or
otherwise in connection with the acquisition of a business or assets of a
business, a merger, or an exchange offer for the securities of the issuer or
another entity, or registrations on Form S-8 or any successor form relating
solely to securities offered pursuant to any benefit plan), during the period
commencing 15 days prior to the effective date of the registration statement
relating to such Registrable Securities (to the extent timely notified

 

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in writing by
the selling Holders or the underwriters managing such distribution) and ending
on the first to occur of (A) the 90th day after such effective date and (B) the
end of the public distribution of such Registrable Securities (the "Company
Standstill Period").

5.2          Suspension
Period. The Company may, by notice in writing to each Holder, suspend the
Demand Registration rights of the Holder and/or require the Holders to suspend
use of any resale prospectus included in any Shelf Registration Statement for
any period determined by the Company if there shall occur a Material Disclosure
Event (such period, a "Suspension Period"). Notwithstanding the
foregoing, no Suspension Period shall exceed 45 days in any one instance and be
invoked by the Company more than three times in any 12-month period; provided,
however, that if the Company deems it necessary to file a post-effective
amendment to any Shelf Registration Statement in order to comply with Section
4.1 hereof or other information provided by a Holder for inclusion in the
prospectus included in any Shelf Registration Statement, then such period of
time from the date of filing such post-effective amendment until the date on
which the applicable Shelf Registration Statement, as so amended, is declared
effective by the Commission shall not be treated as a Suspension Period. Each
Holder agrees that, upon receipt of notice from the Company of the occurrence of
a Material Disclosure Event (a "Suspension Notice"), such
Holder will forthwith discontinue any disposition of Registrable Securities
pursuant to any Shelf Registration Statement or any public sale or distribution
including pursuant to Rule 144 until the earlier of (i) the expiration of the
Suspension Period and (ii) such Holder’s receipt of a notice from the Company
to the effect that such suspension has terminated. Any Suspension Notice shall
be accompanied by a certificate of the President or any Vice President of the
Company confirming the existence of the Material Disclosure Event. If so
directed by the Company, such Holder will deliver to the Company (at the Company’s
expense) all copies, other than permanent file copies, then in such Holder’s
possession, of the most recent prospectus covering such Registrable Securities
at the time of receipt of such Suspension Notice. In the event of a Suspension
Notice, the Company shall, promptly after such time as the related Material
Disclosure Event no longer exists, take any and all actions necessary or
desirable to give effect to any Holders’ rights under this Agreement that may
have been affected by such notice, including the Holders’ Demand Registration
rights and rights with respect to any Shelf Registration Statement.

5.3          Holder
Standstill Period. Each Holder agrees not to, without the prior written
consent of the lead managing underwriters for any underwritten offering of
securities of the Company the same or similar to the Registrable Securities, or
convertible into or exchangeable or exercisable for any such securities, effect
any disposition (except securities that may be held by such Holder for his/her
own account under the relevant registration statement), pursuant to any Shelf
Registration Statement or any public sale or distribution including pursuant to
Rule 144, of any Registrable Securities or any securities convertible into or
exchangeable or exercisable for any Company securities the same as or similar to
the Registrable Securities, during the period commencing 15 days prior to the
effective date of any registration statement relating to such Company securities
(to the extent timely notified in writing (prior to such Holder giving any
Demand Request) by the Company or the underwriters managing such distribution)
and ending on the first to occur of (A) the 90th day after such effective date
and (B) the end of the public distribution of such Company securities.

 

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6.          Registration
Procedures.
6.1          Company
Obligations. Whenever the Company is required pursuant to this Agreement to
register Registrable Securities, it will (it being understood and agreed that
except as otherwise expressly set forth in this Article 6, if (i) pursuant to
any other provisions of this Agreement, the Company is held to a higher standard
or standards than that or those provided for in this Article 6, such higher
standard or standards will govern the conduct of the Company and (ii) any other
provision of this Agreement is more favorable to the Holders than the provisions
of this Article 6, such other provision shall apply):

(a
)          provide the Holders
with a reasonable opportunity to review and comment on any registration
statement to be prepared and filed pursuant to this Agreement prior to the
filing thereof with the Commission, and make all changes thereto as any Holder
may request in writing to the extent such changes are required, in the
reasonable judgment of the Company’s counsel, by the Securities Act;

(b)          cause
any such registration statement and the related prospectus and any amendment or
supplement thereto, as of the effective date of such registration statement,
amendment or supplement, (i) to comply in all material respects with the
applicable requirements of the Securities Act and the rules and regulations of
the Commission promulgated thereunder and (ii) not to contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading;

(c)          furnish
at its expense to the Holders such number of conformed copies of such
registration statement and of each such amendment thereto (in each case
including all exhibits thereto), such number of copies of the prospectus
included in such registration statement (including each preliminary prospectus
and each supplement thereto), and such number of the documents, if any,
incorporated by reference in such registration statement or prospectus, as the
Holders reasonably may request;

(d)          use
its reasonable best efforts to register or qualify the Registrable Securities
covered by such registration statement to the extent required under such
securities or "blue sky" laws of up to ten states of the United States
in the aggregate as the Holders reasonably shall request, to keep such
registration or qualification in effect for so long as such registration
statement remains in effect, and to do any and all other acts and things that
may be necessary or advisable to enable the Holders to consummate the
disposition in such jurisdictions of the Registrable Securities covered by such
registration statement, except that the Company shall not for any such purpose
be required to qualify generally to do business as a foreign corporation in any
jurisdiction in which it is not obligated to be so qualified, or to subject
itself to material taxation in any such jurisdiction, or to consent to general
service of process in any such jurisdiction; and use its reasonable best efforts
to obtain all other approvals, consents, exemptions or authorizations from such
securities regulatory authorities or governmental agencies as may be necessary
to enable such Holders to consummate the disposition of such Registrable
Securities;

 

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(e)          immediately
notify the Holders, at any time when a prospectus or prospectus supplement
relating thereto is required to be delivered under the Securities Act, upon
discovery that, or upon the occurrence of any event as a result of which, the
prospectus included in such registration statement, as then in effect, includes
an untrue statement of a material fact or omits to state any material fact
required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading, which
untrue statement or omission requires amendment of the registration statement or
supplementing of the prospectus, and, at the request of the Holders, prepare and
furnish at its expense to the Holders a reasonable number of copies of a
supplement to such prospectus as may be necessary so that, as thereafter
delivered to the purchasers of such Registrable Securities, such prospectus
shall not include an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading; provided, however, that with respect to Registrable Securities
registered pursuant to such registration statement, each Holder agrees that it
will not enter into any transaction for the sale of any Registrable Securities
pursuant to such registration statement during the time after the furnishing of
the Company’s notice that the Company is preparing and filing with the
Commission a supplement to or an amendment of such prospectus or registration
statement;

(f)          use
its reasonable best efforts to comply with all applicable rules and regulations
of the Commission, and make available to holders of its securities, as soon as
reasonably practicable, an earnings statement covering the period of at least 12
months, but not more than 18 months, beginning with the first month of the first
fiscal quarter after the effective date of such registration statement, which
earnings statement shall satisfy the provisions of Section 11(a) of the
Securities Act and Rule 158 thereunder;

(g)          provide
and cause to be maintained a transfer agent and registrar for the Registrable
Securities covered by such registration statement (which transfer agent and
registrar shall, at the Company’s option, be the Company’s existing transfer
agent and registrar) from and after a date not later than the effective date of
such registration statement; it being hereby agreed that the Holders shall
furnish to the Company such information regarding the Holders and the plan and
method of distribution of Registrable Securities intended by the Holders as the
Company may from time to time reasonably request in writing and as shall be
required by law or by the Commission in connection therewith;

(h)          notify
the Holders and the managing underwriters, if any, promptly, and (if requested
by any such Person) confirm such notice in writing, (i) when a prospectus,
prospectus supplement or post-effective amendment related to such registration
statement has been filed, and, with respect to such registration statement or
any post-effective amendment thereto, when the same has become effective, (ii)
of any request by the Commission or any other federal or state governmental
authority for amendments or supplements to such registration statement or
related prospectus, (iii) of the issuance by the Commission or any other federal
or state governmental authority of any stop order suspending the effectiveness
of such registration statement or the initiation of any proceedings for that
purpose and (iv) of the receipt by the Company of any notification with respect
to the suspension of the qualification or exemption from qualification of any of
the Registrable Securities for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose;

 

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(i)          use
its reasonable best efforts to obtain the withdrawal of any order suspending the
effectiveness of such registration statement, or the lifting of any suspension
of the qualification (or exemption from qualification) of any of the Registrable
Securities for sale in any jurisdiction, at the earliest possible moment;

(j)          enter
into customary agreements (including underwriting agreements in customary form,
which shall include "lock-up" obligations as may be requested by the
managing underwriters, not to exceed 120 days in duration (but excluding
shares that may be issued pursuant to benefit plans or in connection with
mergers or acquisitions) and take such other actions (including using its
reasonable efforts to make such road show presentations and otherwise engaging
in such reasonable marketing support in connection with any underwritten
offering, including without limitation the obligation to make its executive
officers available for such purpose if so requested by the managing underwriters
for such offering or a majority of the selling Holders) as are reasonably
requested by such Holders in order to expedite or facilitate the sale of any
Registrable Securities covered by a registration statement pursuant to an
underwritten offering in accordance herewith;

(k)          make
available for inspection by each Holder, any underwriter participating in any
disposition pursuant to such registration, and any attorney, accountant or other
agent retained by such Holder or any such underwriter (collectively, the "Inspectors"),
all financial and other records, pertinent corporate documents and properties of
the Company and any of its subsidiaries (collectively, the "Records")
as shall be reasonably necessary to enable them to exercise their due diligence
responsibility, and cause the officers, directors and employees of the Company
to supply all information reasonably requested by any such Inspector in
connection with such registration, provided, however, that (i) in
connection with any such inspection, any such Inspectors shall cooperate to the
extent reasonably practicable to minimize any disruption to the operation by the
Company of its business and shall comply with all Company site safety rules,
(ii) Records and information obtained hereunder shall be used by such
Inspectors only to exercise their due diligence responsibility and (iii) Records
or information furnished or made available hereunder shall be kept confidential
and shall not be disclosed by such Holder, underwriter or Inspectors unless
(A) the disclosing party advises the other party that the disclosure of
such Records or information is necessary to avoid or correct a misstatement or
omission in a registration statement or is otherwise required by law,
(B) the release of such Records or information is ordered pursuant to a
subpoena or other order from a court or governmental authority of competent
jurisdiction or (C) such Records or information otherwise become generally
available to the public other than through disclosure by such Holder,
underwriter or Inspector in breach hereof or by any Person in breach of any
other confidentiality arrangement;

(l)          at
the time of effectiveness and closing (as applicable) of an underwritten
offering, use all reasonable efforts to furnish to each Holder and to each
managing underwriter, if any, a signed counterpart, addressed to such Holder and
managing underwriter, if any, of (i) an opinion or opinions of counsel to
the Company and (ii) a comfort letter or comfort letters from the Company’s
independent public accountants pursuant to SAS 72, each in customary form and
covering such matters of the type customarily covered by opinions or comfort
letters, as the case may be, as such Holder and managing underwriter reasonably
requests.

 

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(m)          keep
a single representative of the sellers of each class of Registrable Securities
(appointed by the Holders of a majority of the respective classes of Registrable
Securities in the registration) advised as to the initiation and progress of any
registration hereunder;

(n)          in
connection with any registration hereunder, provide officers’ certificates and
other customary closing documents;

(o)          cooperate
with each seller of Registrable Securities and each underwriter participating in
the disposition of such Registrable Securities and underwriters’ counsel in
connection with any filings required to be made with the National Association of
Securities Dealers, Inc. (the "NASD");

(p)          with
respect to an underwritten offering of Registrable Common Securities, use its
reasonable best efforts to cause all such Registrable Common Securities to be
listed on each securities exchange on which similar securities issued by the
Company are then listed and, if no such securities are so listed, use its
reasonable best efforts to cause such Registrable Common Securities to be listed
on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Stock
Market ("Nasdaq"), as directed by the Holders thereof, and, if
listed on Nasdaq, use its reasonable best efforts to (A) secure designation of
all such Registrable Common Securities as a Nasdaq "national market system
security" within the meaning of Rule 11Aa2-1 under the Exchange Act and (B)
cause such Registrable Common Securities to be listed on the Nasdaq National
Market or, failing that, to secure Nasdaq authorization for such Registrable
Common Securities; and

(q)          use
its reasonable best efforts to take all other actions necessary to effect the
registration of the Registrable Securities contemplated hereby.

6.2          Holder
Obligations. Each Holder agrees that it will use all reasonable efforts,
prior to making any disclosure allowed by Section 6.1(k)(iii)(A) or (B), to
inform the Company that such disclosure is necessary to avoid or correct a
misstatement or omission in the registration statement or ordered pursuant to a
subpoena or other order from a court or governmental authority of competent
jurisdiction or otherwise required by law.

7.            Indemnification.

7.1          Indemnification
by the Company. The Company shall indemnify and hold harmless (i) each
Holder and its Affiliates, with respect to any registration statement filed
pursuant to this Agreement, (ii) any underwriter or selling agent selected by
the Holders with respect to such Registrable Securities and (iii) each Person
who controls the Holder or such Affiliate, underwriter or selling agent,
including directors and officers thereof, (each such Person being sometimes
referred to as an "Indemnified Person"), within the meaning of
Section 15 of the Securities Act and Section 20 of the Exchange Act, against any
losses, claims, damages, expenses or liabilities, joint or several (each a
"Loss" and collectively "Losses"), to which
such Indemnified Person may become subject under the Securities Act or
otherwise, to the extent that such Losses (or related actions or proceedings)
arise out of or are based upon (A) any untrue statement

 

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or alleged
untrue statement of any material fact contained in any registration statement in
which such Registrable Securities were included for registration under the
Securities Act, or any preliminary prospectus or any final prospectus included
in such registration statement or furnished by the Company to any Indemnified
Person (or any amendment or supplement to such registration statement or
prospectus) or (B) any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading, and the Company agrees to reimburse such Indemnified Person for any
legal or other expenses reasonably incurred by it in connection with
investigating or defending any such action or claim as such expenses are
incurred; provided, however, that the Company shall have no
obligation to provide any indemnification hereunder if any such Losses (or
actions or proceedings in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement or omission or alleged omission
made in such registration statement, preliminary prospectus, final prospectus,
amendment or supplement, in reliance upon and in conformity with written
information furnished to the Company by such Holder or on such Holder’s behalf
specifically for inclusion, respectively, in such registration statement,
preliminary prospectus, final prospectus, amendment or supplement. The indemnity
provided in this Section 7.1 shall survive the transfer of the Registrable
Securities by the Holder or any such other Persons.

7.2          Indemnification
by the Holders. Each Holder, severally and not jointly, shall indemnify and
hold harmless (in the same manner and to the same extent as set forth in Section
7.1 hereof) the Company, each director and officer of the Company, each other
Holder and each other Person, if any, who controls the Company or such other
Holder within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act, against Losses to which the Company or any such Persons may
become subject under the Securities Act or otherwise, to the extent that such
losses (or related actions or proceedings) arise out of or are based upon (A)
any untrue statement or alleged untrue statement of any material fact contained
in any registration statement in which Registrable Securities were included for
registration under the Securities Act, or any preliminary prospectus or any
final prospectus included in such registration statement (or any amendment or
supplement to such registration statement or prospectus), or (B) any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, but only to the extent
that such untrue statement or alleged untrue statement or omission or alleged
omission was made in such registration statement, preliminary prospectus, final
prospectus, amendment or supplement in reliance upon and in conformity with
written information furnished to the Company by such Holder, or on the Holder’s
behalf, specifically for inclusion, respectively, in such registration
statement, preliminary prospectus, final prospectus, amendment or supplement;
provided that, a Holder’s aggregate liability under this Agreement shall be
limited to an amount equal to the net proceeds (after deducting the underwriter’s
discount but before deducting expenses) received by such Holder from the sale of
such Holder’s Registrable Securities pursuant to such registration.

7.3          Notice
of Claims, Etc. Promptly after receipt by any Person entitled to indemnity
under Section 7.1 or 7.2 hereof (an "Indemnitee") of notice of
the commencement of any action or proceeding (an "Action")
involving a claim referred to in such Sections, such Indemnitee shall, if
indemnification is sought against an indemnifying party, give written notice to
such indemnifying party of the commencement of such Action; provided, however,
that the failure of any Indemnitee to give said notice shall not relieve the
indemnifying party of its obligations

 

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under Sections
7.1 or 7.2 hereof, except to the extent that the indemnifying party is actually
and materially prejudiced by such failure. In case an Action is brought against
any Indemnitee, and such Indemnitee notifies the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate
therein and, to the extent it elects to do so by written notice delivered to the
Indemnitee promptly after receiving the aforesaid notice, to assume the defense
thereof with counsel reasonably satisfactory to such Indemnitee. Notwithstanding
the foregoing, the Indemnitee shall have the right to employ its own counsel in
any such case, but the fees and expenses of such counsel shall be at the expense
of such Indemnitee, unless (i) the employment of such counsel shall have
been authorized in writing by the indemnifying party, (ii) the indemnifying
party shall not have employed counsel (reasonably satisfactory to the Indemnitee)
to take charge of the defense of such Action, reasonably promptly after notice
of the commencement thereof or (iii) such Indemnitee reasonably shall have
concluded that there may be defenses available to it which are different from or
additional to those available to the indemnifying party which, if the
indemnifying party and the Indemnitee were to be represented by the same
counsel, could result in a conflict of interest for such counsel or materially
prejudice the prosecution of the defenses available to such Indemnitee. If any
of the events specified in clauses (i), (ii) or (iii) of the preceding sentence
shall have occurred or otherwise shall be applicable, then the fees and expenses
of one counsel (or firm of counsel) (in addition to any local counsel) for the
Indemnitee shall be borne by the indemnifying party. Anything in this Section
7.3 to the contrary notwithstanding, an indemnifying party shall not be liable
for the settlement of any action effected without its prior written consent
(which consent shall not unreasonably be withheld or delayed), but if settled
with the prior written consent of the indemnifying party, or if there shall be a
final judgment adverse to the Indemnitee, the indemnifying party agrees to
indemnify the Indemnitee from and against any loss or liability by reason of
such settlement or judgment. No indemnifying party shall, without the prior
consent of the Indemnitee, consent to entry of any judgment or enter into any
settlement or compromise, with respect to any pending or threatened action or
claim in respect of which indemnification or contribution may be sought
hereunder (whether or not the Indemnitee is an actual or potential party to such
action or claim), which (i) does not include as a term thereof the
unconditional release of the Indemnitee from all liability in respect of such
action or claim or (ii) includes a statement as to, or an admission of,
fault, culpability or a failure to act, by or on behalf of the Indemnitee.

7.4          Contribution.
If the indemnification provided for in this Article 7 is unavailable or
insufficient to hold harmless an Indemnitee in respect of any Losses, then each
indemnifying party shall, in lieu of indemnifying such Indemnitee, contribute to
the amount paid or payable by such Indemnitee as a result of such Losses in such
proportion as appropriate to reflect the relative fault of the indemnifying
party, on the one hand, and the Indemnitee, on the other hand, which relative
fault shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact relates to information supplied by such
Indemnitee or indemnifying party, and such parties’ relative intent,
knowledge, access to information and opportunity to correct or mitigate the
damage in respect of or prevent the untrue statement or omission giving rise to
such indemnification obligation. The parties hereto agree that it would not be
just and equitable if contributions pursuant to this Section 7.4 were determined
solely by pro rata allocation or by any other method of allocation which did not
take account of the equitable considerations referred to above. No Person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of

 

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 the
Securities Act) shall be entitled to contribution from any person who is not
guilty of such fraudulent misrepresentation.

7.5          Indemnification
Payments; Other Remedies.

(a)          Periodic
payments of amounts required to be paid pursuant to this Article 7 shall be made
during the course of the investigation or defense, as and when reasonably
itemized bills therefor are delivered to the indemnifying party in respect of
any particular Loss as incurred.

(b)          The
remedies provided in this Article 7 are not exclusive and shall not limit any
rights or remedies that may otherwise be available to an Indemnitee at law or in
equity.

8.          Registration
Expenses.

In
connection with any registration statement hereunder, the Company will pay (i)
all registration and filing fees, (ii) all fees and expenses of compliance
with state securities or "blue sky" laws (including reasonable fees
and disbursements of counsel in connection with "blue sky" laws
qualifications of the Registrable Securities), (iii) printing and duplicating
expenses, (iv) internal expenses of the Company (including, without limitation,
all salaries and expenses of its officers and employees performing legal or
accounting duties), (v) fees and disbursements of counsel for the Company
and fees and expenses of independent certified public accountants retained by
the Company (including the expenses of any comfort letters or costs associated
with the delivery by independent certified public accountants of a comfort
letter or comfort letters or with any required special audits), (vi) the
reasonable fees and expenses of any special experts retained by the Company,
(vii) fees and expenses in connection with any review of underwriting
arrangements by the NASD, including fees and expenses of any "qualified
independent underwriter" in connection with an underwritten offering,
(viii) reasonable fees and expenses of not more than one counsel for the
Holders (as a group), (ix) fees and expenses in connection with listing the
Registrable Common Securities on a securities exchange or Nasdaq, and (x) all
duplicating, distribution and delivery expenses. In connection with any
offerings pursuant to a registration statement, each selling Holder will pay (i) any
underwriting fees, discounts or commissions attributable to the sale of
Registrable Securities by such Holder in connection with an underwritten
offering; and (ii) any out-of-pocket expenses of such Holder including any
fees and expenses of counsel to such Holder (other than as set forth in clause
(viii) of the immediately preceding sentence).

9.          Rules
144 and 144A.
The
Company covenants that it will file the reports required to be filed by it under
the Securities Act and the Exchange Act and the rules and regulations adopted by
the Commission thereunder in a timely manner in accordance with the requirements
of the Securities Act and the Exchange Act and, if at any time the Company is
not required to file such reports, it will, upon the request of any Holder of
Registrable Securities, make available such information necessary to permit
sales pursuant to Rule 144 and/or 144A, as applicable, under the Securities Act.
The Company further covenants that it will take such further action as any
Holder of Registrable Securities may reasonably request, all to the extent
required from time to time to enable such

 

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 Holder
to sell Registrable Securities without registration under the Securities Act
within the limitation of the exemptions provided by (a) Rule 144 and/or Rule
144A, as applicable, under the Securities Act, as such Rules may be amended from
time to time, or (b) any similar rule or regulation hereafter adopted by the
Commission.

10.          Holder
Lock-Up Agreements.
Notwithstanding
anything contained in this Agreement to the contrary, each Holder’s rights
under this Agreement with respect to the Registrable Common Securities shall be
limited by (to the extent of), and subject to (to the extent of), the terms and
provisions of any lock-up agreement or similar agreement entered into by such
Holder with respect to the Registrable Common Securities so long as such Holder
is bound by any such lock-up agreement or similar agreement.

11.          Miscellaneous.
11.1          Notice
Generally. Any notice, demand, request, consent, approval, declaration,
delivery or other communication hereunder to be made pursuant to the provisions
of this Agreement shall specify the Section of this Agreement pursuant to which
it is given or being made and shall be deemed sufficiently given or made if in
writing and signed by the party making the same, and either delivered in person
with receipt acknowledged or sent by registered or certified mail, return
receipt requested, postage prepaid, or by telecopy and confirmed by telecopy
answerback, addressed, if to any Holder, at the address of such Holder as set
forth on the signature pages hereto; and if to the Company, at



National Vision, Inc.

    296 Grayson Highway

    Lawrenceville, Georgia 30045

    Attention: Chief Executive Officer

    Telecopy No.: (770) 822-2027

  

or at such other
address as may be substituted by notice given as herein provided. The giving of
any notice required hereunder may be waived in writing by the party entitled to
receive such notice. Every notice, demand, request, consent, approval,
declaration, delivery or other communication hereunder shall be deemed to have
been duly given or served on the date on which personally delivered, with
receipt acknowledged, telecopied and confirmed by telecopy answerback or three
Business Days after the same shall have been deposited in the United States mail
(by registered or certified mail, return receipt requested, postage prepaid),
whichever is earlier.

11.2          Successors
and Assigns. This Agreement may not be assigned by any Holder other than to
a Permitted Assignee (provided such Permitted Assignee (i) agrees in writing to
be bound by the terms of this Agreement and (ii) provides an executed copy of
such agreement to the Company), whereupon such Permitted Assignee shall be
deemed to be a Holder for all purposes of this Agreement. This Agreement shall
be binding upon and inure to the benefit of the parties hereto and all
successors to the Company and the Holders.

 

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11.3          Amendments.
This Agreement may be amended or modified only by a written agreement signed by
the Company and both of (i) the Holders of a majority of Registrable Common
Securities and (ii) the Holders of a majority in aggregate principal amount of
Registrable Debt Securities.

11.4          Severability.
Wherever possible, each provision of this Agreement shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision
of this Agreement shall be prohibited by or invalid under applicable law, such
provision shall be ineffective to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision or the remaining provisions
of this Agreement.

11.5          Headings.
The headings used in this Agreement are for the convenience of reference only
and shall not, for any purpose, be deemed a part of this Agreement.

11.6          Governing
Law; Jurisdiction. THIS AGREEMENT SHALL BE GOVERNED EXCLUSIVELY BY,
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO THE PROVISIONS THEREOF RELATING TO CONFLICT OF LAWS WHICH
MIGHT REQUIRE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. Each party to
this Agreement hereby irrevocably agrees that any legal action or proceeding
arising out of or relating to this Agreement or any agreements or transactions
contemplated hereby may be brought in the courts of the State of New York or of
the United States of America for the Southern District of New York and hereby
expressly submits to the personal jurisdiction and venue of such courts for the
purposes thereof and expressly waives any claim of improper venue and any claim
that such courts are an inconvenient forum. Each party hereby irrevocably
consents to the service of process of any of the aforementioned courts in any
such suit, action or proceeding by the mailing of copies thereof by registered
or certified mail, postage prepaid, to the address set forth in Section 11.1,
such service to become effective 10 days after such mailing.

11.7          Counterparts
and Facsimile Execution. This Agreement may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument. This Agreement may be executed by facsimile signatures.

11.8          Entire
Agreement. This Agreement embodies the entire agreement and understanding
between the Company and the Holders in respect of the subject matter contained
herein. This Agreement supersedes all prior agreements and understandings
between the parties with respect to the subject matter of this Agreement.

11.9          Specific
Performance. The parties hereto acknowledge and agree that the Holders would
not have adequate remedies at law and would be irreparably harmed if any of the
provisions of this Agreement were not performed by the Company in accordance
with the specific terms hereof or were otherwise breached, and that, in such
case, it would be impossible to measure in money the damages to such Holders. It
is accordingly agreed that the Holders shall be entitled to injunctive relief or
the enforcement of other equitable remedies, without bond or other security, to
compel performance and to prevent breaches of this Agreement and

 

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specifically to
enforce the terms and provisions hereof, in addition to any other remedy to
which they may be entitled, at law or in equity.

11.10          Further
Assurances. Each of the parties hereto shall execute such documents and
perform such further acts as may be reasonably required or desirable to carry
out or to perform the provisions of this Agreement.

[Remainder of page
intentionally left blank.]


 

 

 

 

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IN WITNESS WHEREOF, the
parties hereto have caused this Registration Rights Agreement to be duly
executed and delivered as of the date first above written.

            
            		
            NATIONAL
            VISION, INC.

            
                By:     
                /s/ Mitchell
                Goodman                                            

            Name:  Mitchell Goodman

            Title:    Senior Vice President

              



[Remainder of page
intentionally left blank – signature page of Holders to follow]

 



 

 

	
      SCUDDER HIGH YIELD
      SERIES –

      SCUDDER HIGH YIELD FUND*

      

      

      By:           /s/ Harry E.
      Resis
      



      Name:     Harry E. Resis

      Title:        Vice President	
    	
      SCUDDER STRATEGIC
      INCOME FUND*

      

      

      By:           /s/
      Jan C. Fuller
      


      Name:     Jan C. Fuller

      Title:        Vice President
	 		 
	
      SCUDDER HIGH INCOME
      TRUST*

      

      

      
      

      By:           /s/ Harry E.
      Resis
      



      Name:     Harry E. Resis

      Title:        Vice President	
    	
      SCUDDER VARIABLE
      SERIES II –SCUDDER HIGH YIELD PORTFOLIO*

      

      

      
      

      By:           /s/ Harry E.
      Resis
      



      Name:     Harry E. Resis

      Title:        Vice President
	
      Scudder MULTI-MARIET
      INCOME –

      TRUST*

      

      

      
      

      By:           /s/
      Jan C. Fuller
      


      Name:     Jan C. Fuller 

      Title:        Vice President	
    	
      SCUDDER PORTFOLIO
      TRUST –

      SCUDDER HIGH YIELD OPPORTUNITY

      FUND*

      

      

      
      

      By:           /s/
      John Millette
      



      Name:     John Millette

      Title:        Vice President
	 		 
	
      SCUDDER STRATEGIC
      INCOME TRUST*

      

      

      
      

      By:           /s/
      Jan C. Fuller
      


      Name:     Jan C. Fuller

      Title:        Vice President	
    	
      SCUDDER GLOBAL
      OPPORTUNITIES

      FUND – U.S. HIGH YIELD BOND FUND

      

      
      

      By:           /s/
      Paul J. Elmlinger
      



      Name:     Paul Elmlinger

      Title:        Director



 

 



 

	
      ADAMS STREET CBO
      1998-1 LTD

      

      BY ZURICH SCUDDER INVESTMENTS

      AS INVESTMENT ADVISOR

      

      

      

      By:           /s/ Harry E.
      Resis
      



      Name:     Harry E. Resis

      Title:        Vice President

    	
    	
      SCUDDER MONTHLY
      INCOME FUND

      

      

      

      

      



      By:           /s/
      Paul J. Elmlinger
      



      Name:     Paul Elmlinger

      Title:        Director



Zurich Scudder Investments (Luxembourg) S.A.

    


 

 



 

 

	 	
      U.S. BANCORP
      INVESTMENTS, INC.

      

      

      
      By:           /s/
      Robert G. Morrish
      



      Name:     Robert G. Morrish

      Title:       Executive Vice President