AMENDMENT TO REGISTRATION RIGHTS AGREEMENT




Exhibit 4.9

 

AMENDMENT TO
REGISTRATION RIGHTS AGREEMENT


 

THIS
AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this "Amendment")
is made and entered into as of the 7th day of August, 2001, by and among
NATIONAL VISION, INC., a Georgia corporation ("NVI" or the
"Company") and the Holders (as defined in the Registration Rights
Agreement, dated as of May 31, 2001, (the "Agreement") by and
among the Company, the Holders of Registrable Securities who are parties to the
Agreement and the Additional Holders who subsequently become party to the
Agreement) to amend the terms of the Agreement. Capitalized terms used herein
but not otherwise defined herein shall have the meanings given to them in the
Agreement.


WHEREAS,
the Agreement was entered into in connection with the emergence from bankruptcy
by the Company pursuant to the Plan;

WHEREAS,
the Agreement provides for the filing of a Shelf Registration Statement by the
Company not later than 75 days after the date of the Agreement; and

WHEREAS,
the Company and the Holders have determined and agreed that it would be in the
strategic best interest of the Company to amend the Agreement to delay the
required filing of such a Shelf Registration Statement for an additional 30
days;


NOW,
THEREFORE, the parties
hereto, in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
agree as follows:

1.       Amendment.
The Agreement is hereby amended, pursuant to Section 11.3 thereof, by deleting
the first two sentences of Section 4.1(a) of the Agreement in their entirety,
and replacing them with the following:


  
    "As promptly
    as reasonably practicable but in any event not later than 105 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 60
    days following such filing date."

  



2.       No
Other Amendments. Except for the amendments expressly set forth and
referred to in Section 1 above, the Agreement shall remain unchanged and in full
force and effect.

3.       Governing
Law. This Amendment shall be governed by, and construed 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.

 



 

4.       Severability
of Provisions. Any provision of this Amendment which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof or affecting the validity or enforceability of such
provision in any other jurisdiction. To the extent permitted by applicable law,
the Company hereby waives any provision of law that renders any provision hereof
prohibited or unenforceable in any respect.

5.       
Counterparts. This Amendment may be executed in any number of
several counterparts, all of which shall be deemed to constitute but one
original and shall be binding upon all parties, their successors and permitted
assigns.

6.       Entire
Agreement. The Agreement as amended by this Amendment embodies the
entire agreement between the parties hereto relating to the subject matter
hereof and supersedes all prior agreements, representations and understandings,
if any, relating to the subject matter hereof.

IN
WITNESS WHEREOF, the undersigned individuals have executed this Amendment as
of the day and year first hereinabove set forth.

 

	 	
      NATIONAL VISION,
      INC.

      By:        /s/
      Mitchell Goodman
      



      Name:   Mitchell Goodman

      Title:      Senior Vice President


                           

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      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/
      Philip J. Collora
      


      Name:     Philip J. Collora

      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/
      Philip J. Collora
      


      Name:     Philip J. Collora

      Title:        Vice President	
    	
      SCUDDER PORTFOLIO
      TRUST –

      SCUDDER HIGH YIELD OPPORTUNITY

      FUND*

      

      

      
      

      By:           /s/ Harry E.
      Resis
      



      Name:     Harry E. Resis

      Title:        Vice President
	 		 
	
      SCUDDER STRATEGIC
      INCOME TRUST*

      

      

      
      

      By:           /s/
      Philip J. Collora
      


      Name:     Philip J. Collora

      Title:        Vice President	
    	
      SCUDDER GLOBAL
      OPPORTUNITIES

      FUND – U.S. HIGH YIELD BOND FUND

      

      

      
      

      By:           /s/ Harry E.
      Resis
      



      Name:     Harry E. Resis

      Title:        Vice President


 

 

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      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 J. Elmlinger

      Title:        Director

                      Scudder
      Investments (Luxembourg)

                      SA


 

	U.S. BANCORP INVESTMETNS, INC.

      

      

      

      
      By:           /s/
      Robert G. Morrish
      


      Name:     Robert G. Morrish

      Title:        Executive Vice
      President	


 


 


 


 


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