Advisory Agreement among ECCA Holdings, LFS-Merger and Moulin Int'l Holdings



 EXHIBIT 10.6 
  
 ADVISORY AGREEMENT 
  
 This Advisory Agreement (this “Agreement”) is made and entered into as of February 1, 2005 (the “Effective Date”), by
and among ECCA Holdings Corporation, a Delaware corporation (“Parent”), LFS-Merger Sub, Inc., a Texas Corporation (“Merger Sub”), and Moulin International Holdings Limited, a Bermuda corporation
(“Moulin”).  
  
 WHEREAS, pursuant to that
certain Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among Parent, Merger Sub, the Company and Thomas H. Lee Equity Fund IV, L.P., in its capacity as the representative of the Company
shareholders, Merger Sub will merge (the “Merger”) with and into Eye Care Centers of America, Inc., a Texas corporation (the “Company”), and the Company will survive as the successor entity and be a wholly owned
subsidiary of the Parent and be subject to all of the obligations of Merger Sub hereunder. 
  
 WHEREAS, as of the Effective Date, Parent and Merger Sub have entered into an Advisory Agreement (the “GGC Agreement”) with GGC Administration, LLC, a Delaware limited liability company
(“GGC”), with the “Management Fees” as defined therein referred to herein as “GGC Management Fees”). 
  
 WHEREAS, Parent and Merger Sub desire to retain Moulin with respect to the services described herein. 
  
 NOW, THEREFORE, the parties agree as follows: 
  
 1. Term. This Agreement shall be in effect for a term commencing on
the Closing Date (as defined in the Merger Agreement) (the “Commencement Date”) and ending on the tenth anniversary of the Commencement Date (the “Term”), and shall be automatically extended thereafter on a year to
year basis unless Parent or Moulin provides written notice of its desire to terminate this Agreement to the other parties 30 days prior to the expiration of the Term or any extension thereof. 
  
 2. Services. During the Term, Moulin shall perform or cause to be
performed such services for the Company and/or its Subsidiaries as mutually agreed by Moulin and Parent’s board of directors, which may include, without limitation, the following: 
  
 (a) general executive and management services; 
  
 (b) identification, support, negotiation and analysis of acquisitions and dispositions by Parent or its Subsidiaries;

  
 (c) support, negotiation and analysis of financing
alternatives, including, without limitation, in connection with acquisitions, capital expenditures and refinancing of existing indebtedness; 







 (d) finance functions, including assistance in the preparation of financial projections and monitoring of
compliance with financing agreements; 
  
 (e) marketing functions,
including monitoring of marketing plans and strategies; 
  
 (f)
human resources functions, including searching and hiring of executives; and 
  
 (g) other services for Parent and its Subsidiaries upon which Parent’s board of directors and Moulin agree. 
  
 3. Management Fees; Expense Reimbursement. 
  
 (a) During the Term of this Agreement, Moulin or its designee(s) will be promptly (x) reimbursed for the Covered Expenses, as defined below, of Moulin and
its Affiliates, plus (y) paid fees (the “Management Fees”) as set forth below. The Management Fees will be payable by the Company (as successor to Merger Sub) to Moulin or its designee(s) as follows: 
  
 (i) non-refundable Management Fees for the first eighteen months of the
Term (in the amount of $1,500,000) shall be paid in advance on the Closing Date, 
  
 (ii) beginning on August 15, 2006, and on each three-month anniversary thereafter until and including such time (the “Continuation Time”) on such date (the “Continuation Date”) as the cumulative
Management Fees paid to Moulin hereunder equal $3,000,000 (it being agreed and understood that the Continuation Time shall have occurred once Moulin has received that portion of the Management Fee (the “Continuation Time Payment”) being
paid on such date which, when added to all prior Management Fees paid to Moulin pursuant to this Agreement, is equal to $3,000,000 and that any other portion of such payment shall be deemed to have been made following the Continuation Time) an
amount of $500,000 on such quarterly payment date; provided, however, that the Company shall not pay the portion of any such Management Fees payable on that date to the extent that the sum of such Management Fees payable on that date
plus the aggregate amount of Management Fees paid during the 364 days immediately preceding such date exceeds the lesser of (A) two percent (2%) of the the “Consolidated EBITDA” (as defined in that certain trust indenture for the benefit
of the Company’s bondholders established concurrently with the Merger) for the last four fiscal-quarters of the Company for which quarterly financial statements are available on the relevant payment date and (B) $2,000,000 (and any such excess
amount that is not paid as a result of this proviso shall never be paid and shall not be accrued or deferred for any purpose); 
  
 (iii) immediately following the Continuation Time but on the Continuation Date, an amount equal to 50% of the difference between $500,000 and the
Continuation Time Payment; provided, however, that the Company shall not pay the portion of any such Management Fees to the extent that the sum of (x) the product of two multiplied by the amount 

  

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of such Management Fees plus (y) the Continuation Time Payment plus (z) the aggregate amount of Management Fees and GGC Management Fees paid during the 364
days immediately preceding such date exceeds the lesser of (A) two percent (2%) of the Consolidated EBITDA for the last four fiscal-quarters of the Company for which quarterly financial statements are available on the relevant Payment Date and (B)
$2,000,000 (and any such excess amount that is not paid as a result of this proviso shall never be paid and shall not be accrued or deferred for any purpose); 
  

(iv) beginning on the three-month anniversary of the Continuation Date and on each three-month anniversary thereafter during the Term (each such date,
a “Payment Date”), an amount equal to $250,000; provided, however, that the Company shall not pay the portion of any such Management Fees to the extent that the sum of (x) the product of two multiplied by the amount of
such Management Fees payable on such date plus (y) the aggregate amount of Management Fees and GGC Management Fees paid during the 364 days immediately preceding such date exceed the lesser of (A) two percent (2%) of the Consolidated EBITDA for the
last four fiscal-quarters of the Company for which quarterly financial statements are available on the relevant Payment Date and (B) $2,000,000 (and any such excess amount that is not paid as a result of this proviso shall never be paid and shall
not be accrued or deferred for any purpose). 
  
 (b) The Covered
Expenses will be payable by Parent and the Company (as successor to Merger Sub) to Moulin or its designee(s) on a quarterly basis in arrears commencing on the Effective Date, upon presentation by Moulin of reasonably detailed invoices for such
expenses. The term “Covered Expenses” shall mean those third-party fees and expenses: (i) reasonably incurred in connection with the services contemplated by this Agreement, (ii) relating to the review, preparation, negotiation and
execution of any amendments or waivers (whether or not the same become effective) or the enforcement of any rights by the Moulin Group (defined below) under or in respect of this Agreement or the other Transaction Documents; (iii) relating to any
proposed merger, sale or recapitalization or debt or equity financing of the Company), or (iv) reasonably incurred in connection with any transaction, claim or event which Moulin believes affects the Company or the investment of Moulin and its
Affiliates in the Company and as to which Moulin or its Affiliates seek advice of counsel (in each case, including without limitation fees and expenses of counsel and accountants); provided, however, that Parent and the Company shall
have no obligation to reimburse Moulin and its Affiliates for any Covered Expenses in excess of $125,000 during any twelve month period. 
  
 (c) The payment of all Management Fees payable hereunder shall be deferred (but such amounts will nonetheless continue to be accrued, without interest) at
any time that they are not permitted to be paid by Parent or the Company in accordance with the terms of the Credit Agreement, and any payment of any such deferred fees shall thereafter be paid, subject to the proviso to the second sentence of
Section 3(a), at the earliest time (whether or not the Term has ended prior thereto) that payment thereof becomes permitted to be paid in accordance with the terms of the Credit Agreement. 
  

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 4. Transaction Fees. During the Term, the Company will pay to Moulin or its designee(s) a
transaction fee in connection with the consummation of each transaction resulting in a Change in Control (as defined below), acquisition, divestiture or financing (whether debt or equity financing) by or involving Parent or its subsidiaries in an
amount equal to 0.5% of the aggregate value of each such transaction (in each case, whether such transaction is by way of merger, purchase or sale of stock, purchase or sale or other disposition of assets, recapitalization, reorganization,
consolidation, tender offer, public or private offering or otherwise, and whether consummated directly by Parent or its Subsidiaries or indirectly by their respective stockholders). “Change in Control” means (i) any sale or transfer
by Parent or its Subsidiaries of all or substantially all of their assets on a consolidated basis (as determined under Delaware law), (ii) any consolidation, merger or reorganization of Parent with or into any other entity or entities as a result of
which the holders of Parent’s outstanding capital stock possessing the voting power (under ordinary circumstances) to elect a majority of the board of directors immediately prior to such consolidation, merger or reorganization cease to own the
outstanding capital stock of the surviving corporation possessing the voting power (under ordinary circumstances) to elect a majority of the surviving corporation’s board of directors or (iii) issuance by Parent or sale or transfer to any third
party of shares of Parent’s capital stock by the holders thereof as a result of which the holders of Parent’s outstanding capital stock possessing the voting power (under ordinary circumstances) to elect a majority of the board of
directors immediately prior to such sale or transfer cease to own the outstanding capital stock of Parent possessing the voting power (under ordinary circumstances) to elect a majority of the board of directors. 
  
 5. Personnel. Moulin will provide and devote to the performance of
this Agreement such partners, employees and agents of Moulin and its Affiliates as Moulin shall deem appropriate to the furnishing of the services mutually agreed upon by Parent and Moulin. The fees and other compensation specified in this Agreement
will be payable by the Company regardless of the extent of services requested by Parent pursuant to this Agreement, and regardless of whether or not Parent requests Moulin to provide any such services. 
  
 6. Liability. Neither Moulin nor any of its Affiliates, nor any of
their respective partners, members, employees or agents (collectively, the “Moulin Group”) shall be liable at any time to Parent, its Subsidiaries or any of their Affiliates for any loss, liability, damage or expense (including
attorney’s fees and expenses) (collectively a “Loss”) arising out of or in connection with the performance of services contemplated by this Agreement, other than Losses attributable to Moulin or its Affiliate’s gross
negligence or willful misconduct. Moulin makes no representations or warranties, express or implied, in respect of the services provided by any member of the Moulin Group. In no event will any of the parties hereto be liable to any other party
hereto for (i) any indirect, special, incidental or consequential damages, including lost profits or savings, whether or not such damages are foreseeable, or (ii) in respect of any liabilities relating to any third party claims (whether based in
contract, tort or otherwise), except as set forth in Section 7 below. 
  
 7. Indemnity. The Company, its Subsidiaries and their Affiliates shall (during and after the Term) defend, indemnify and hold harmless each member of the Moulin 

  

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Group from and against any and all Losses arising from any claim by any person or entity with respect to, or in any way related to, this Agreement
(collectively, “Claims”) resulting from any act or omission of any member of the Moulin Group in connection with this Agreement, other than Losses attributable to Moulin or its Affiliate’s gross negligence or willful
misconduct. The Company shall (during and after the Term) defend at its own cost and expense any and all suits or actions (just or unjust) which may be brought against Parent, its Subsidiaries or any of their Affiliates, or any member of the Moulin
Group or in which any member of the Moulin Group may be impleaded with others upon any Claims, or upon any matter, directly or indirectly related to or arising out of this Agreement or the performance hereof by any member of the Moulin Group.

  
 8. Notices. All notices hereunder shall be in writing
and shall be delivered personally or mailed, postage prepaid, addressed to the parties as follows: 
  
 To Parent or the Company: 
  
 ECCA Holdings Corporation 
 Room 701-4,
7th Floor, Telford House 
 16 Wang Hoi Road, Kowloon Bay, 
 Kowloon, Hong Kong 
 Fax: (852) 2148 7272 
 Attn: Katie Kan /
Anthony DiChiara 
  
 To Moulin : 
  
 Moulin International Holdings Limited 
 Room 701-4, 7th
Floor, Telford House 
 16 Wang Hoi Road, Kowloon Bay, 
 Kowloon, Hong Kong 
 Fax: (852) 2148 7272 
 Attn: Katie Kan / Anthony DiChiara 
  
 9. Successors. This Agreement and all the obligations and benefits hereunder shall inure to the successors and assigns of the parties. 

 
 10. Assignment. No party may assign any obligations hereunder to
any other party without the prior written consent of each of the other parties (which consent shall not be unreasonably withheld); provided that Moulin may, without consent of the Company or Parent, assign its rights and obligations under this
Agreement to any of its Affiliates. The assignor shall remain liable for the performance of any assignee. 
  

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 11. Counterparts. This Agreement may be executed and delivered by each party hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an original and all of which taken together shall constitute but one and the same agreement. 
  
 12. Entire Agreement; Modification; Governing Law. The terms and conditions hereof constitute the entire agreement
between the parties hereto with respect to the subject matter of this Agreement and supersede all previous agreements, communications, either oral or written, representations or warranties of any kind whatsoever with respect to the subject matter
hereof, in each case, except as expressly set forth herein. No modifications of this Agreement nor waiver of the terms or conditions thereof shall be binding upon any party unless approved in writing by an authorized representative of such party.
All issues concerning this agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of California or
any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of California. 
  
 13. Obligations of Successors. In the event of a merger, consolidation or liquidation of Parent or the Company, Parent or the Company shall, as the
case may be, as a condition to the consummation thereof, first make arrangements so that any successor to such entity will assume the obligations of such entity under this Agreement and be responsible in full for such obligations on the same basis
as if it had been an original signatory hereto (and such successor entity shall execute and deliver a counterpart to this Agreement to Moulin agreeing to be bound to the terms hereof). 
  
 14. Joint and Several Liability. Each obligation described herein of Parent or the Company, as the case may be, shall
be a joint and several obligation of Parent and its Subsidiaries and the Company and its Subsidiaries, as the case may be. If requested by Moulin, then Parent or the Company, as the case may be, shall cause any of their respective Subsidiaries to
sign a counterpart signature page to this Agreement to evidence such joint and several liability. 
  
 15. Definitions. Capitalized terms used herein and not otherwise defined shall have the meanings assigned thereto in the Amended and Restated
Stockholders Agreement dated as of February 2, 2005 by and among Parent, Moulin, Ample Faith Investments Limited and Golden Gate Private Equity, Inc. 
  
 16. Termination. The Term shall terminate (i) at such time as no Affiliate of Moulin any longer directly or indirectly owns any equity interests in
Parent and (ii) at the option of the Company, upon the IPO. If the Company opts to terminate this Agreement pursuant to clause (ii) of the preceding sentence, the Company will pay Moulin the reasonably agreed-upon net present value of the Management
Fees that would otherwise be payable to Moulin over the remainder of the Term, provided that such payment will not exceed $2,000,000. 
  
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 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

  

			
	PARENT:
	
	ECCA HOLDINGS CORPORATION
		
	By:	  	 /s/ Anthony DiChiara


	Its:	  	President
	
	COMPANY:
	
	LFS-MERGER SUB, INC.
		
	By:	  	 /s/ Anthony DiChiara


	Its:	  	President
	
	MOULIN INTERNATIONAL HOLDINGS LIMITED
		
	By:	  	 /s/ Anthony DiChiara


	Its:	  	General Counsel/EVP Strategic Planning