Registration Rights Agreement



 EXHIBIT 4.4 
 Execution Copy 
  
 REGISTRATION RIGHTS AGREEMENT 
  
 This
REGISTRATION RIGHTS AGREEMENT, dated as of March 1, 2005 (the “Agreement”), is entered into by and among Eye Care Centers of America, Inc., a Texas corporation (the “Company”), the guarantors listed in Schedule 1 hereto (the
“Subsidiary Guarantors”) and J.P. Morgan Securities Inc. (“JPMorgan”), Banc of America Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Initial Purchasers”). 
  
 The Company, LFS-Merger Sub, Inc., a Delaware corporation (the “Merger
Sub”), the Subsidiary Guarantors and the Initial Purchasers are parties to the Purchase Agreement dated January 28, 2005 (the “Purchase Agreement”), which provides for the sale by the Merger Sub to the Initial Purchasers of
$152,000,000 aggregate principal amount of 103⁄4% Senior Subordinated Notes due 2015 (the “Securities”). This Agreement is being entered into by the Company concurrently with the merger (the “Merger”) of the Merger Sub with
and into the Company, with the Company being the surviving company. The Securities were issued pursuant to an indenture dated as of February 4, 2005, between the Merger Sub and the Trustee, as the same may be amended from time to time in accordance
with the terms thereof, including without limitation, by the Supplemental Indenture (as defined below) (the “Indenture”). In connection with the Merger, on the date hereof, the Company and each of the Subsidiary Guarantors have entered
into a supplemental indenture (the “Supplemental Indenture”) with the Trustee, pursuant to which the Company will assume all obligations under the Securities and the Subsidiary Guarantors will guarantee the Securities. As an inducement to
the Initial Purchasers to enter into the Purchase Agreement, the Company and the Subsidiary Guarantors have agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement.

  
 In consideration of the foregoing, the parties hereto agree as
follows: 
  
 1. Definitions. As used in this Agreement,
the following terms shall have the following meanings: 
  
 “Business Day” shall mean any day that is not (i) a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed or (ii) a day on which the SEC is closed. 

 
 “Company” shall have the meaning set forth in the preamble and
shall also include the Company’s successors. 
  
 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time. 
  
 “Exchange Dates” shall have the meaning set forth in Section 2(a)(ii) hereof. 
  
 “Exchange Offer” shall mean the exchange offer by the Company and the Subsidiary Guarantors of Exchange Securities
for Registrable Securities pursuant to Section 2(a) hereof. 







 “Exchange Offer Registration” shall mean a registration under the Securities Act effected
pursuant to Section 2(a) hereof. 
  
 “Exchange Offer
Registration Statement” shall mean an exchange offer registration statement of the Company pursuant to the provisions of Section 2(a) hereof on Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such
registration statement, in each case including the Prospectus contained therein, all exhibits thereto and any document incorporated by reference therein. 
  
 “Exchange Securities” shall mean senior subordinated notes issued by the Company and guaranteed by the Subsidiary Guarantors under the Indenture
containing terms identical to the Securities (except that the Exchange Securities will not be subject to restrictions on transfer or to any increase in annual interest rate for failure to comply with this Agreement) and to be offered to Holders of
Securities in exchange for Securities pursuant to the Exchange Offer. 
  
 “Holders” shall mean the Initial Purchasers, for so long as they own any Registrable Securities, and each of their successors, assigns and direct and indirect transferees who become owners of Registrable Securities under the
Indenture; provided that for purposes of Sections 4 and 5 of this Agreement, the term “Holders” shall include Participating Broker-Dealers. 
  
 “Indenture” shall have the meaning set forth in the preamble. 
  
 “Initial Purchasers” shall have the meaning set forth in the preamble. 
  
 “Inspector” shall have the meaning set forth in Section 3(a)(xiii)
hereof. 
  
 “JPMorgan” shall have the meaning set forth
in the preamble. 
  
 “Majority Holders” shall mean the
Holders of a majority of the aggregate principal amount of the outstanding Registrable Securities; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, any
Registrable Securities owned directly or indirectly by the Company or any of its affiliates shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage or amount; and provided,
further, that if the Company shall issue any additional Securities under the Indenture prior to consummation of the Exchange Offer or, if applicable, the effectiveness of any Shelf Registration Statement, such additional Securities and the
Registrable Securities to which this Agreement relates shall be treated together as one class for purposes of determining whether the consent or approval of Holders of a specified percentage of Registrable Securities has been obtained. 

 
 “Merger” shall have the meaning set forth in the preamble.

  
 “Participating Broker-Dealers” shall have the
meaning set forth in Section 4(a) hereof. 
  

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 “Person” shall mean an individual, partnership, limited liability company, corporation, trust
or unincorporated organization, or a government or agency or political subdivision thereof. 
  
 “Prospectus” shall mean the prospectus included in a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including a
prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to such prospectus, including post-effective
amendments, and in each case including any document incorporated by reference therein. 
  
 “Purchase Agreement” shall have the meaning set forth in the preamble. 
  
 “Registrable Securities” shall mean the Securities; provided that the Securities shall cease to be Registrable Securities upon the earliest to
occur of (i) when a Registration Statement with respect to such Securities has been declared effective under the Securities Act and such Securities have been or could have been (in accordance with applicable law and interpretations of the Staff)
exchanged for Exchange Securities or disposed of pursuant to such Registration Statement, (ii) when such Securities are eligible to be sold pursuant to Rule 144(k) (or any similar provision then in force, but not Rule 144A) under the Securities Act
or (iii) when such Securities cease to be outstanding. 
  
 “Registration Expenses” shall mean any and all expenses incident to performance of or compliance by the Company and the Subsidiary Guarantors with this Agreement, including without limitation: (i) all SEC, stock exchange or
National Association of Securities Dealers, Inc. registration and filing fees, (ii) all fees and expenses incurred in connection with compliance with state securities or blue sky laws (including reasonable fees and disbursements of counsel for any
Underwriters or Holders in connection with blue sky qualification of any Exchange Securities or Registrable Securities), (iii) all expenses of the Company in preparing or assisting in preparing, word processing, printing and distributing any
Registration Statement, any Prospectus and any amendments or supplements thereto and any other documents relating to the performance of and compliance with this Agreement, (iv) all rating agency fees, (v) all fees and disbursements relating to the
qualification of the Indenture under applicable securities laws, (vi) the fees and disbursements of the Trustee and its counsel, (vii) the fees and disbursements of counsel for the Company and the Subsidiary Guarantors and, in the case of a Shelf
Registration Statement, the fees and disbursements of one counsel for the Holders (which counsel shall be selected by the Majority Holders and which counsel may also be counsel for the Initial Purchasers and shall be reasonably acceptable to the
Company) and (viii) the fees and disbursements of the independent public accountants of the Company and the Subsidiary Guarantors, including the expenses of any special audits or “comfort” letters required by or incident to the performance
of and compliance with this Agreement, but excluding fees and expenses of counsel to the Underwriters (other than fees and expenses set forth in clause (ii) above) or the Holders and underwriting discounts and commissions, brokerage commissions and
transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder. 
  

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 “Registration Statement” shall mean any registration statement of the Company and the
Subsidiary Guarantors that covers any of the Exchange Securities or Registrable Securities pursuant to the provisions of this Agreement and all amendments and supplements to any such registration statement, including post-effective amendments, in
each case including the Prospectus contained therein, all exhibits thereto and any document incorporated by reference therein. 
  
 “SEC” shall mean the United States Securities and Exchange Commission. 
  
 “Securities” shall have the meaning set forth in the preamble. 
  
 “Securities Act” shall mean the Securities Act of 1933, as amended
from time to time. 
  
 “Shelf Additional Interest Date”
shall have the meaning set forth in Section 2(d) hereof. 
  
 “Shelf Effectiveness Period” shall have the meaning set forth in Section 2(b) hereof. 
  
 “Shelf Registration” shall mean a registration effected pursuant to Section 2(b) hereof. 
  
 “Shelf Registration Statement” shall mean a “shelf”
registration statement of the Company and the Subsidiary Guarantors that covers all or a portion of the Registrable Securities on an appropriate form under Rule 415 under the Securities Act, or any similar rule that may be adopted by the SEC, and
all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and any document incorporated by reference therein. 
  
 “Shelf Request” shall have the meaning set forth in Section 2(b)
hereof. 
  
 “Staff” shall mean the staff of the SEC.

  
 “Supplemental Indenture” shall have the meaning set
forth in the preamble. 
  
 “Trust Indenture Act” shall
mean the Trust Indenture Act of 1939, as amended from time to time. 
  
 “Trustee” shall mean the trustee with respect to the Securities under the Indenture. 
  
 “Underwriter” shall have the meaning set forth in Section 3(e) hereof. 
  
 “Underwritten Offering” shall mean an offering in which Registrable Securities are sold to an Underwriter for
reoffering to the public. 
  

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 2. Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law
or applicable interpretations of the Staff, the Company and the Subsidiary Guarantors shall use their reasonable best efforts to (i) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the
Registrable Securities for Exchange Securities and (ii) have such Exchange Offer Registration Statement remain effective until 180 days after the closing of the Exchange Offer or such longer period if extended by any of the events set forth in
Section 3(a)(v)(3) or Section 3(a)(v)(5). The Company and the Subsidiary Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use their reasonable best efforts to
complete the Exchange Offer not later than 45 days after such effective date. 
  
 The Company and the Subsidiary Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to
such other disclosures as are required by applicable law, substantially the following: 
  

	(i)	that the Exchange Offer is being made pursuant to this Agreement and that all Registrable Securities validly tendered will be accepted for exchange; 

  

	(ii)	the dates of acceptance for exchange (which shall be a period of at least 20 Business Days from the date such notice is mailed) (the “Exchange Dates”);


  

	(iii)	that any Registrable Security not tendered will remain outstanding and continue to accrue interest but will not retain any rights to participate in an Exchange Offer under this
Agreement; 

  

	(iv)	that any Holder electing to have a Registrable Security exchanged pursuant to the Exchange Offer may do so pursuant to The Depository Trust Company’s Automated Tender Offer
Program or by surrendering such Registrable Security, together with the appropriate letters of transmittal, to the institution and at the address (located in the Borough of Manhattan, The City of New York) and in the manner specified in the notice,
prior to the close of business on the last Exchange Date; and 

  

	(v)	that any Holder will be entitled to withdraw its election, not later than the close of business on the last Exchange Date, by sending to the institution and at the address (located
in the Borough of Manhattan, The City of New York) specified in the notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange and a
statement that such Holder is withdrawing its election to have such Securities exchanged. 

  
 As a condition to participating in the Exchange Offer, a Holder will be required to represent to the Company and the Subsidiary Guarantors in writing that
(i) any Exchange Securities to be received by it will be acquired in the ordinary course of its business, (ii) at the time of the commencement of the Exchange Offer it has no arrangement or 

  

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understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Securities in violation of the
provisions of the Securities Act, (iii) it is not an “affiliate” (within the meaning of Rule 405 under the Securities Act) of the Company or any Subsidiary Guarantor and (iv) if such Holder is a broker-dealer that will receive Exchange
Securities for its own account in exchange for Registrable Securities that were acquired as a result of market-making or other trading activities, then such Holder will comply with all the applicable provisions of the Securities Act (including, but
not limited to, the prospectus delivery requirements thereunder) in connection with any resale of such Exchange Securities. 
  
 As soon as practicable after the last Exchange Date, the Company and the Subsidiary Guarantors shall: 
  

	(i)	accept for exchange Registrable Securities or portions thereof validly tendered and not properly withdrawn pursuant to the Exchange Offer; and 

  

	(ii)	deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities or portions thereof so accepted for exchange by the Company and issue, and cause the
Trustee to promptly authenticate and deliver to each Holder, Exchange Securities equal in principal amount to the principal amount of the Registrable Securities surrendered by such Holder or such Holder’s nominee; provided that, in the
case of any Securities held in global form by a depositary, the delivery to such depositary of one or more authenticated Exchange Securities in global form in an equivalent principal amount for the account of such Holders in accordance with the
Indenture shall satisfy such authentication and delivery requirement. 

  
 The Company and the Subsidiary Guarantors shall use their reasonable best efforts to complete the Exchange Offer as provided above and shall comply with the applicable requirements of the Securities Act, the Exchange
Act and other applicable laws and regulations in connection with the Exchange Offer. The Exchange Offer shall not be subject to any conditions, other than (i) that the Exchange Offer does not violate any applicable law or applicable interpretations
of the Staff, (ii) no action or proceeding shall have been instituted or threatened in any court or by any governmental agency which might materially impair the ability of the Company or the Subsidiary Guarantors to proceed with the Exchange Offer
and (iii) all governmental approvals which the Company deems necessary for the consummation of the Exchange Offer shall have been obtained. 
  
 (b) In the event that (i) the Company and the Subsidiary Guarantors determine that the Exchange Offer Registration provided for in Section 2(a) above is
not available or may not be completed as soon as practicable after the last Exchange Date because it would violate any applicable law or applicable interpretations of the Staff, (ii) the Exchange Offer is not for any other reason completed by the
date that is 255 days after date of the Supplemental Indenture or (iii) upon receipt of a written request (a “Shelf Request”) from any Initial Purchaser representing that it holds Registrable Securities that based on advice of its counsel
are ineligible to be exchanged in the Exchange Offer, the 

  

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Company and the Subsidiary Guarantors shall use their reasonable best efforts to cause to be filed as soon as practicable after such determination, date or
Shelf Request, as the case may be, a Shelf Registration Statement providing for the sale of all the Registrable Securities by the Holders thereof and to have such Shelf Registration Statement declared effective by the SEC. 
  
 To the extent that a Shelf Registration Statement is required to be filed
solely pursuant to clause (ii) above, and the Exchange Offer is subsequently completed on a date later than the date specified in clause (ii) above, upon consummation of such Exchange Offer, the Company and the Subsidiary Guarantors will no longer
be required to file, make effective or continue the effectiveness of such Shelf Registration Statement 
  
 In the event that the Company and the Subsidiary Guarantors are required to file a Shelf Registration Statement pursuant to clause (iii) of the preceding
sentence, the Company and the Subsidiary Guarantors shall use their reasonable best efforts to file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable
Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by the Initial Purchasers after completion
of the Exchange Offer. 
  
 The Company and the Subsidiary
Guarantors agree to use their reasonable best efforts to keep the Shelf Registration Statement continuously effective until the expiration of the period referred to in Rule 144(k) (or any similar rule then in force, but not Rule 144A) under the
Securities Act with respect to the Registrable Securities or such shorter period that will terminate when all the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement (the
“Shelf Effectiveness Period”). The Company and the Subsidiary Guarantors further agree to supplement or amend the Shelf Registration Statement and the related Prospectus if required by the rules, regulations or instructions applicable to
the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by a Holder of Registrable Securities with
respect to information relating to such Holder, and to use their reasonable best efforts to cause any such amendment to become effective and such Shelf Registration Statement and Prospectus to become usable as soon as thereafter practicable. The
Company and the Subsidiary Guarantors agree to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC. 
  
 (c) The Company and the Subsidiary Guarantors shall pay all Registration
Expenses in connection with any registration pursuant to Section 2(a) or Section 2(b) hereof. Each Holder shall pay all underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of
such Holder’s Registrable Securities pursuant to the Shelf Registration Statement and, except as otherwise contemplated by this Agreement, any fees and disbursements of any counsel or experts it retains in connection therewith. 
  

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 (d) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf Registration
Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC. 
  
 In the event that either the Exchange Offer is not completed or the Shelf Registration Statement, if required pursuant to Section 2(b)(i) or 2(b)(ii)
hereof, is not declared effective on or prior to the date which is 255 days after the date of the Supplemental Indenture, the annual interest rate on the Registrable Securities will be increased (i) 0.25% per annum for the first 90-day period
immediately following such date and (ii) and additional 0.25% per annum with respect to each subsequent 90-day period that such additional interest continues to accrue; provided that the rate at which the additional interest is payable on the
Registrable Securities shall in no event exceed 1.00% per annum) until the Exchange Offer is completed or the Shelf Registration Statement, if required hereby, is declared effective by the SEC or the Securities become freely tradable under the
Securities Act. In the event the Company receives a Shelf Request pursuant to Section 2(b)(iii), and the Shelf Registration Statement required to be filed thereby is not declared effective by the later of (x) the date which is 210 days after the
date of the Supplemental Indenture and (y) 90 days after the delivery of such Shelf Request (such later date, the “Shelf Additional Interest Date”), then the annual interest rate borne by the Registrable Securities shall be increased (i)
0.25% per annum for the first 90-day period immediately following the Shelf Additional Interest Date and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period that such additional interest continues to accrue;
provided that the rate at which the additional interest is payable on the Registrable Securities shall in no event exceed 1.00% per annum, and such additional interest will continue to accrue until the Shelf Registration Statement is declared
effective or the Securities no longer constitute Registrable Securities, as the case may be. 
  
 If the Shelf Registration Statement, if required hereby, has been declared effective and thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable at any time during the Shelf
Effectiveness Period, and such failure to remain effective or usable exists for more than 30 days (whether or not consecutive) in any 12-month period, then the interest rate on the Registrable Securities will be increased by (i) 0.25% per annum for
the first 90-day period immediately following the 31st day in such 12-month period and (ii) an additional 0.25% per
annum with respect to each subsequent 90-day period that such additional interest continues to accrue (provided that the rate at which the additional interest is payable on the Registrable Securities shall in no event exceed 1.00% per annum),
and such additional interest shall cease to accrue on such date that the Shelf Registration Statement has again been declared effective or the Prospectus again becomes usable. 
  
 (e) Without limiting the remedies available to the Initial Purchasers and the Holders, the Company and the Subsidiary
Guarantors acknowledge that any failure by the Company or the Subsidiary Guarantors to comply with their obligations under Section 2(a) and Section 2(b) hereof may result in material irreparable injury to the Initial Purchasers or the Holders for
which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Initial Purchasers or any Holder may obtain such relief as may be required to
specifically enforce the Company’s and the Subsidiary Guarantors’ obligations under Section 2(a) and Section 2(b) hereof. 
  

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 3. Registration Procedures. (a) In connection with their obligations pursuant to Section 2(a) and
Section 2(b) hereof, the Company and the Subsidiary Guarantors shall: 
  
 (i) prepare and file with the SEC a Registration Statement on the appropriate form under the Securities Act, which form (x) shall be selected by the Company and the Subsidiary Guarantors, (y) shall, in the case of a Shelf Registration, be
available for the sale of the Registrable Securities by the Holders thereof and (z) shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the SEC to be filed
therewith; and use their reasonable best efforts to cause such Registration Statement to become effective and remain effective for the applicable period in accordance with Section 2 hereof; 
  
 (ii) prepare and file with the SEC such amendments and post-effective
amendments to each Registration Statement as may be necessary to keep such Registration Statement effective for the applicable period in accordance with Section 2 hereof and cause each Prospectus to be supplemented by any required prospectus
supplement and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act; and keep each Prospectus current during the period described in Section 4(3) of and Rule 174 under the Securities Act that is applicable to transactions
by brokers or dealers with respect to the Registrable Securities or Exchange Securities; 
  
 (iii) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities included within the coverage of the Shelf Registration Statement, to counsel for the Initial Purchasers and to each
Underwriter of an Underwritten Offering of Registrable Securities, if any, without charge, upon request, as many copies of each Prospectus, including each preliminary Prospectus, and any amendment or supplement thereto, in order to facilitate the
sale or other disposition of the Registrable Securities thereunder; and the Company and the Subsidiary Guarantors consent to the use of such Prospectus and any amendment or supplement thereto in accordance with applicable law and the other
provisions of this Agreement by each of the selling Holders of Registrable Securities and any such Underwriters in connection with the offering and sale of the Registrable Securities covered by and in the manner described in such Prospectus or any
amendment or supplement thereto in accordance with applicable law; 
  
 (iv) use their reasonable best efforts to register or qualify the Registrable Securities under all applicable state securities or blue sky laws of such jurisdictions as any Holder of Registrable Securities covered by a Registration
Statement shall reasonably request in writing by the time the applicable Registration Statement is declared effective by the SEC; cooperate with such Holders in connection with any filings required to be made with the National Association of
Securities Dealers, Inc.; and do any and all other acts and things that may be reasonably necessary or advisable to enable each Holder to complete the disposition in each such jurisdiction of the Registrable Securities owned by such Holder;
provided that neither the Company nor any 

  

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Subsidiary Guarantor shall be required to (1) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it
would not otherwise be required to so qualify, (2) file any general consent to service of process in any such jurisdiction or (3) subject itself to taxation in any such jurisdiction if it is not so subject; 
  
 (v) notify counsel for the Initial Purchasers and, in the case of a Shelf
Registration, notify each Holder of Registrable Securities included within the coverage of the Shelf Registration Statement promptly and, if requested by any such Holder, confirm such advice in writing (1) when a Registration Statement has become
effective and when any post-effective amendment thereto has been filed and becomes effective, (2) of any request by the SEC or any state securities authority for amendments and supplements to a Registration Statement and Prospectus or for additional
information after the Registration Statement has become effective, (3) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for
that purpose, (4) if, between the effective date of a Shelf Registration Statement and the closing of any sale of Registrable Securities covered thereby, the representations and warranties of the Company or any Subsidiary Guarantor contained in any
underwriting agreement, securities sales agreement or other similar agreement, if any, relating to an offering of such Registrable Securities cease to be true and correct in all material respects or if the Company or any Subsidiary Guarantor
receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, (5) of the happening of any event during the period a
Shelf Registration Statement is required to be effective pursuant to Section 2(b) hereof that makes any statement made in such Shelf Registration Statement or the related Prospectus untrue in any material respect or that requires the making of any
changes in such Shelf Registration Statement or Prospectus in order to make the statements therein not misleading and (6) of any determination by the Company or any Subsidiary Guarantor that a post-effective amendment to a Registration Statement
would be appropriate; 
  
 (vi) use their reasonable best efforts
to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement as soon as reasonably practicable and provide prompt notice to each Holder of the withdrawal of any such order; 
  
 (vii) in the case of a Shelf Registration, upon request, furnish to each
Holder of Registrable Securities, without charge, at least one conformed copy of each Shelf Registration Statement and any post-effective amendment thereto (without any documents incorporated therein by reference or exhibits thereto, unless so
requested); 
  
 (viii) in the case of a Shelf Registration,
cooperate with the Holders of Registrable Securities included within the coverage of the Shelf Registration Statement to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing
any restrictive legends and enable such Registrable Securities to be issued in such denominations and registered in such names (consistent with the provisions of the Indenture) as such Holders may reasonably request at least two Business Days prior
to the closing of any sale of Registrable Securities; 
  

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 (ix) in the case of a Shelf Registration, upon the occurrence of any event contemplated by Section
3(a)(v)(5) hereof, use their reasonable best efforts to prepare and file with the SEC a supplement or post-effective amendment to such Shelf Registration Statement or the related Prospectus or any document incorporated therein by reference or file
any other required document so that, as thereafter delivered to purchasers of the Registrable Securities, such Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading; and the Company and the Subsidiary Guarantors shall notify the Holders of Registrable Securities to suspend use of the Prospectus as promptly as practicable after
the occurrence of such an event, and such Holders hereby agree to suspend use of the Prospectus until the Company and the Subsidiary Guarantors have amended or supplemented the Prospectus to correct such misstatement or omission; 
  
 (x) a reasonable time prior to the filing of any Registration Statement, any
Prospectus, any amendment to a Registration Statement or amendment or supplement to a Prospectus or of any document that is to be incorporated by reference into a Registration Statement or a Prospectus after initial filing of a Registration
Statement, provide copies of such document to the representative of the Initial Purchasers (and, in the case of a Shelf Registration Statement, to the representative of the Holders of Registrable Securities) and make such of the representatives of
the Company and the Subsidiary Guarantors as shall be reasonably requested by the representative of the Initial Purchasers (and, in the case of a Shelf Registration Statement, the representative of the Holders of Registrable Securities) available
for discussion of such document; and the Company and the Subsidiary Guarantors shall not, at any time after initial filing of a Registration Statement, file any Prospectus, any amendment of or supplement to a Registration Statement or a Prospectus,
or any document that is to be incorporated by reference into a Registration Statement or a Prospectus, of which the representative of the Initial Purchasers (and, in the case of a Shelf Registration Statement, the representative of the Holders of
Registrable Securities) shall not have previously been advised and furnished a copy or to which the representative of the Initial Purchasers (and, in the case of a Shelf Registration Statement, the representative of the Holders of Registrable
Securities) shall reasonably object; 
  
 (xi) obtain a CUSIP
number for all Exchange Securities or Registrable Securities, as the case may be, not later than the effective date of a Registration Statement; 
  
 (xii) cause the Indenture to be qualified under the Trust Indenture Act (unless an exemption therefrom is available and counsel to the Company delivers an
opinion to the Initial Purchasers to such effect) in connection with the registration of the Exchange Securities or Registrable Securities, as the case may be; cooperate with the Trustee and the Holders to effect such changes to the Indenture as may
be required for the Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and execute, and use their reasonable best efforts to cause the Trustee to execute, all documents as may be required to effect such changes and
all other forms and documents required to be filed with the SEC to enable the Indenture to be so qualified in a timely manner; 
  

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 (xiii) in the case of a Shelf Registration, make available for inspection by a representative of the
Holders of the Registrable Securities included within the coverage of the Shelf Registration Statement (an “Inspector”), any Underwriter participating in any disposition pursuant to such Shelf Registration Statement, any attorneys and
accountants designated by the Holders of Registrable Securities and any attorneys and accountants designated by such Underwriter, at reasonable times and in a reasonable manner, all pertinent financial and other records, documents and properties of
the Company and the Subsidiary Guarantors, and cause the respective officers, directors and employees of the Company and the Subsidiary Guarantors to supply all information requested by any such Inspector, Underwriter, attorney or accountant in
connection with a Shelf Registration Statement as shall be reasonably necessary to enable them to conduct an investigation within the meaning of Section 11 of the Securities Act or to otherwise establish any applicable due diligence defense;
provided that if any such information is identified by the Company or any Subsidiary Guarantor as being confidential or proprietary, each Person receiving such information shall take such actions as are reasonably necessary to protect the
confidentiality of such information and shall only use such information in connection with such Shelf Registration Statement, unless such information has become available (not in violation of this Agreement) to the public generally or through a
third party without an accompanying obligation of confidentiality, and except that each such Person shall have no liability, and shall not be in breach of this provision, if disclosure of such confidential information is made in connection with a
court proceeding or is required by applicable law; 
  
 (xiv) in
the case of a Shelf Registration, use their reasonable best efforts to cause all Registrable Securities included within the coverage of the Shelf Registration Statement to be listed on any securities exchange or any automated quotation system on
which similar securities issued or guaranteed by the Company or any Subsidiary Guarantor are then listed if requested by the Holders of majority in principal amount of such Registrable Securities, to the extent such Registrable Securities satisfy
applicable listing requirements; 
  
 (xv) if reasonably requested
by any Holder of Registrable Securities covered by a Shelf Registration Statement, promptly include in a Prospectus supplement or post-effective amendment such information with respect to such Holder as such Holder reasonably requests to be included
therein and make all required filings of such Prospectus supplement or such post-effective amendment as soon as reasonably practicable after the Company has received notification of the matters to be so included in such filing; and 
  
 (xvi) in the case of a Shelf Registration, enter into such customary
agreements and take all such other actions as may be reasonably requested in connection therewith (including those requested by the Holders of a majority in principal amount of the Registrable Securities included within the coverage of the Shelf
Registration Statement) in order to expedite or facilitate the disposition of such Registrable Securities including, but not limited to, an Underwritten Offering and in such connection, (1) to the extent possible, make such representations and
warranties to the Holders and any Underwriters of such Registrable Securities with respect to the business of the Company and its 

  

 12 








 
subsidiaries, the Registration Statement, Prospectus and documents incorporated by reference or deemed incorporated by reference therein, if any, in each
case, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings and confirm the same if and when requested, (2) obtain opinions of counsel to the Company and the Subsidiary Guarantors (which counsel
and opinions, in form, scope and substance, shall be reasonably satisfactory to the Holders and such Underwriters and their respective counsel and reasonably similar to those provided pursuant to the Purchase Agreement, as modified for a registered
offering) addressed to each selling Holder and Underwriter of Registrable Securities included within the coverage of the Shelf Registration Statement, covering the matters customarily covered in opinions requested in underwritten offerings, (3)
obtain “comfort” letters from the independent certified public accountants of the Company and the Subsidiary Guarantors (and, if necessary, any other certified public accountant of any subsidiary of the Company or any Subsidiary Guarantor,
or of any business acquired by the Company or any Subsidiary Guarantor for which financial statements and financial data are or are required to be included in the Registration Statement) addressed to each selling Holder and Underwriter of
Registrable Securities included within the coverage of the Shelf Registration Statement, such letters to be in customary form and covering matters of the type customarily covered in “comfort” letters in connection with underwritten
offerings and (4) deliver such documents and certificates as may be reasonably requested by the Holders of a majority in principal amount of the Registrable Securities included within the coverage of the Shelf Registration Statement being sold or
the Underwriters, and which are customarily delivered in underwritten offerings, to evidence the continued validity of the representations and warranties of the Company and the Subsidiary Guarantors made pursuant to clause (1) above and to evidence
compliance with any customary conditions contained in an underwriting agreement. 
  
 (b) In the case of a Shelf Registration Statement, the Company may require, as a condition to including such Holder’s Registrable Securities in such Shelf Registration Statement, each Holder of Registrable
Securities included within the coverage of the Shelf Registration Statement to furnish to the Company such information regarding such Holder and the proposed disposition by such Holder of such Registrable Securities as the Company and the Subsidiary
Guarantors may from time to time reasonably request in writing. 
  
 (c) In the case of a Shelf Registration Statement, each Holder of Registrable Securities agrees that, upon receipt of (i) any notice from the Company and the Subsidiary Guarantors of the happening of any event of the kind described in
Section 3(a)(v)(3) or 3(a)(v)(5) hereof, or (ii) notice from the Company and the Subsidiary Guarantors that they are in possession of material information that has not been disclosed to the public and the Company and the Subsidiary Guarantors
reasonably deem it to be advisable for valid business purposes not to disclose such information in a registration statement, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement
and shall not be entitled to the benefits of Section 5 hereof with respect to any sales made buy it in contravention of this Section 3(c) until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by
Section 3(a)(ix) hereof or, in the case of clause (ii) above, until further 

  

 13 








 
notice from the Company and the Subsidiary Guarantors that disposition of Registrable Securities may continue, and if so directed by the Company and the
Subsidiary Guarantors, such Holder will deliver to the Company and the Subsidiary Guarantors all copies in its possession, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Registrable Securities
that is current at the time of receipt of such notice. 
  
 (d) If
the Company and the Subsidiary Guarantors shall give any notice pursuant to Section 3(c) hereof to suspend the disposition of Registrable Securities pursuant to a Shelf Registration Statement, the Company and the Subsidiary Guarantors shall extend
the period during which such Shelf Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such notice to and including the date when the
Holders of such Registrable Securities shall have received copies of the supplemented or amended Prospectus necessary to resume such dispositions or shall have received notice from the Company that it may continue the disposition of Registrable
Securities. The Company and the Subsidiary Guarantors may give any such notice only twice during any 365-day period and any such suspensions shall not exceed 45 days for each suspension and there shall not be more than two suspensions in effect
during any 365-day period. 
  
 (e) The Holders of Registrable
Securities covered by a Shelf Registration Statement who desire to do so may sell such Registrable Securities in an Underwritten Offering. In any such Underwritten Offering, the investment bank or investment banks and manager or managers (each an
“Underwriter”) that will administer the offering will be selected by the Holders of a majority in principal amount of the Registrable Securities included in such offering, subject, in the case of any Underwriter other than any Initial
Purchaser, to the consent of the Company, such consent not to be unreasonably withheld or delayed. 
  
 4. Participation of Broker-Dealers in Exchange Offer. (a) The Staff has taken the position that any broker-dealer that receives Exchange Securities
for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a “Participating Broker-Dealer”) may be deemed to be an
“underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Securities. 
  
 The Company and the Subsidiary Guarantors understand that it is the
Staff’s position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the
Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligation
under the Securities Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act. 
  

 14 








 (b) In light of the above, and notwithstanding the other provisions of this Agreement, the Company and
the Subsidiary Guarantors agree to amend or supplement the Prospectus contained in the Exchange Offer Registration Statement for a period of up to 180 days after the last Exchange Date (as such period may be extended pursuant to Section 3(d) of this
Agreement), if reasonably requested in writing to the Company and the Subsidiary Guarantors by the Initial Purchasers on behalf of, or directly by, one or more Participating Broker-Dealers, in order to expedite or facilitate the disposition of any
Exchange Securities by Participating Broker-Dealers consistent with the positions of the Staff recited in Section 4(a) above. The Company and the Subsidiary Guarantors further agree that Participating Broker-Dealers shall be authorized to deliver
such Prospectus during such period (but not thereafter) in connection with the resales contemplated by this Section 4. 
  
 (c) The Initial Purchasers shall have no liability to the Company, any Subsidiary Guarantor or any Holder with respect to any request that they may make
pursuant to Section 4(b) above. 
  
 5. Indemnification and
Contribution. (a) The Company and each Subsidiary Guarantor, jointly and severally, agree to indemnify and hold harmless each Initial Purchaser and each Holder, their respective affiliates that directly participate in the distribution of the
Securities, directors and officers and each Person, if any, who controls any Initial Purchaser or any Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims,
damages and liabilities (including, without limitation, legal fees and other expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), that arise out of, or are
based upon, any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or any Prospectus or any omission or alleged omission to state therein a material fact required to be stated therein or necessary
in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or
alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Initial Purchaser or information relating to any Holder furnished to the Company or any Subsidiary Guarantor in writing through
JPMorgan, its counsel or any selling Holder or its counsel expressly for use therein. In connection with any Underwritten Offering permitted by Section 3, the Company and the Subsidiary Guarantors, jointly and severally, will also indemnify the
Underwriters, if any, selling brokers, dealers and similar securities industry professionals participating in the distribution, their respective affiliates and each Person who controls such Persons (within the meaning of the Securities Act and the
Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders, if requested in connection with any Registration Statement. 
  
 (b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company, the Subsidiary Guarantors,
the Initial Purchasers and the other selling Holders, the directors of the Company and the Subsidiary Guarantors, each 

  

 15 








 
director or officer of the Company and the Subsidiary Guarantors who signed the Registration Statement and each Person, if any, who controls the Company, the
Subsidiary Guarantors, any Initial Purchaser and any other selling Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with
respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Holder
furnished to the Company in writing by or on behalf of such Holder expressly for use in any Registration Statement and any Prospectus. 
  
 (c) If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any
Person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) above, such Person (the “Indemnified Person”) shall promptly notify the Person against whom such indemnification may be sought (the
“Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under this Section 5 except to the extent that it has been materially prejudiced
(through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person
otherwise than under this Section 5. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory
to the Indemnified Person to represent the Indemnified Person and any others entitled to indemnification pursuant to this Section 5 that the Indemnifying Person may designate in such proceeding and shall pay the fees and expenses reasonably incurred
of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person
unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the
Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding (including any
impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood and agreed
that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses reasonably incurred of more than one separate firm (in addition to any local counsel) for
all Indemnified Persons, and that all such fees and expenses shall be reimbursed as they are incurred. Any such separate firm (x) for any Initial Purchaser, its affiliates that directly participate in the distribution of the Securities, directors
and officers and any control Persons of such Initial Purchaser shall be designated in writing by JPMorgan, (y) for any Holder, its directors and officers and any control Persons of such Holder shall be designated in writing by the Majority Holders
and (z) for the Company, the Subsidiary Guarantors, their respective 

  

 16 








 
directors, officers and any control persons of the Company and the Subsidiary Guarantors shall be designated in writing by the Company. The Indemnifying
Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified
Person from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested that an Indemnifying Person reimburse the Indemnified Person
for fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 45 days after
receipt by the Indemnifying Person of such request and (ii) the Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement; provided, however that an
Indemnifying Person shall not be liable for any such settlement effected without its consent if such Indemnifying Person, within 45 days of having received such request, (1) reimburses such Indemnified Person in accordance with such reimbursement
request to the extent it considers, in good faith, to be reasonable and (2) provides written notice to the Indemnified Person substantiating the unpaid balance as unreasonable. No Indemnifying Person shall, without the written consent of the
Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such
settlement (A) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (B) does not
include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person. 
  
 (d) If the indemnification provided for in paragraphs (a) and (b) above is unavailable to an Indemnified Person or insufficient in respect of any losses,
claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result
of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Subsidiary Guarantors from the initial offering and sale of the Securities, on the one hand, and
by the Holders from receiving Securities or Exchange Securities registered under the Securities Act, on the other hand, or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company and the Subsidiary Guarantors on the one hand and the Holders on the other in connection with the statements or omissions that resulted in
such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the Company and the Subsidiary Guarantors on the one hand and the Holders on the other shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company and the Subsidiary Guarantors or by the Holders and the
parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. 
  

 17 








 (e) The Company, the Subsidiary Guarantors and the Holders agree that it would not be just and equitable
if contribution pursuant to this Section 5 were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable
considerations referred to in paragraph (d) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of this Section 5, in no event shall a Holder be required to
contribute any amount in excess of the amount by which the total price at which the Securities or Exchange Securities sold by such Holder exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue
or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation. 
  
 (f) The remedies provided for in
this Section 5 are not exclusive and shall not limit any rights or remedies that may otherwise be available to any Indemnified Person at law or in equity. 
  
 (g) The indemnity and contribution provisions contained in this Section 5 shall remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by or on behalf of the Initial Purchasers or any Holder or the officers or directors of or any Person controlling any Initial Purchaser or any Holder, or by or on behalf of the Company or
the Subsidiary Guarantors or the officers or directors of or any Person controlling the Company or the Subsidiary Guarantors, (iii) acceptance of any of the Exchange Securities and (iv) any sale of Registrable Securities pursuant to a Shelf
Registration Statement. 
  
 6. General. 
  
 (a) No Inconsistent Agreements. The Company and the Subsidiary
Guarantors represent, warrant and agree that (i) the rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of any other outstanding securities issued or guaranteed by
the Company or any Subsidiary Guarantor under any other agreement and (ii) neither the Company nor any Subsidiary Guarantor has entered into, or on or after the date of this Agreement will enter into, any agreement that is inconsistent with the
rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof. 
  
 (b) Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or
supplemented, and 

  

 18 








 
waivers or consents to departures from the provisions hereof may not be given unless the Company and the Subsidiary Guarantors have obtained the written
consent of Holders of at least a majority in aggregate principal amount of the outstanding Registrable Securities affected by such amendment, modification, supplement, waiver or consent; provided that no amendment, modification, supplement,
waiver or consent to any departure from the provisions of Section 5 hereof shall be effective as against any Holder of Registrable Securities unless consented to in writing by such Holder. Any amendments, modifications, supplements, waivers or
consents pursuant to this Section 6(b) shall be by a writing executed by each of the parties hereto. 
  
 (c) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telex, telecopier, or any courier guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such Holder to the Company by means of a notice given in accordance with the provisions of this Section
6(c), which address initially is, with respect to the Initial Purchasers, the address set forth in the Purchase Agreement; (ii) if to the Company and the Subsidiary Guarantors, initially at the Company’s address set forth in the Purchase
Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6(c); and (iii) to such other persons at their respective addresses as provided in the Purchase Agreement and thereafter at
such other address, notice of which is given in accordance with the provisions of this Section 6(c). All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt is acknowledged, if telecopied; and on the next Business Day if timely delivered to an air courier guaranteeing overnight delivery.
Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee, at the address specified in the Indenture. 
  
 (d) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors, assigns
and transferees of each of the parties, including, without limitation and without the need for an express assignment, subsequent Holders; provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of
Registrable Securities in violation of the terms of the Purchase Agreement or the Indenture. If any transferee of any Holder shall acquire Registrable Securities in any manner, whether by operation of law or otherwise, such Registrable Securities
shall be held subject to all the terms of this Agreement, and by taking and holding such Registrable Securities such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement
and such Person shall be entitled to receive the benefits hereof. The Initial Purchasers (in their capacity as Initial Purchasers) shall have no liability or obligation to the Company or the Subsidiary Guarantors with respect to any failure by a
Holder to comply with, or any breach by any Holder of, any of the obligations of such Holder under this Agreement. 
  
 (e) Third Party Beneficiaries. Each Holder shall be a third party beneficiary to the agreements made hereunder between the Company and the
Subsidiary Guarantors, on the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights or the rights of
other Holders hereunder. 
  

 19 








 (f) Counterparts. This Agreement may be executed in any number of counterparts and by the parties
hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 
  
 (g) Headings. The headings in this Agreement are for convenience of reference only, are not a part of this Agreement
and shall not limit or otherwise affect the meaning hereof. 
  
 (h) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. 
  
 (i) Miscellaneous. This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes all oral
statements and prior writings with respect thereto. If any term, provision, covenant or restriction contained in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable or against public policy, the remainder
of the terms, provisions, covenants and restrictions contained herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated. The Company, the Subsidiary Guarantors and the Initial Purchasers shall endeavor in
good faith negotiations to replace the invalid, void or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, void or unenforceable provisions. 
  

 20 








 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

  

			
	 EYE CARE CENTERS OF AMERICA, INC.

		
	 By
	 	 /s/ Douglas C. Shepard


	 Name:
	 	 Douglas C. Shepard

	 Title:
	 	 Executive Vice President,
 Chief Financial Officer, Secretary and
 Treasurer

	
	 Each Subsidiary Guarantor listed on Schedule 1 hereto

		
	 By
	 	 /s/ Douglas C. Shepard


	 Name:
	 	 Douglas C. Shepard

	 Title:
	 	 Chief Financial Officer



  
 Confirmed and accepted as of the
date first above written: 
  

			
	 J.P. MORGAN SECURITIES INC.

	
	 For itself and on behalf of the several Initial Purchasers

		
	 By
	 	 /s/ Adam Sell


	 	 	Authorized Signatory








 SCHEDULE 1 
  
 Subsidiary Guarantors 
  

	
	 EyeMasters, Inc.

	 ECCA Enterprises, Inc.

	 Eye Care Holdings, Inc.

	 ECCA Management Investments, Inc.

	 ECCA Management, Inc.

	 EyeMasters of Texas Investments, Inc.

	 EyeMasters of Texas Management, Inc.

	 Stein Optical, Inc.

	 Eye DRx Retail Management, Inc.

	 Vision World, Inc.

	 Visionary Retail Management, Inc.

	 Visionary Properties, Inc.

	 ECCA Distribution Investments, Inc.

	 ECCA Distribution Management, Inc.

	 Visionary Lab Investments, Inc.

	 Visionary Lab Management, Inc.

	 Enclave Advancement Group, Inc.

	 ECCA Managed Vision Care, Inc.

	 ECCA Management Services, Ltd.

	 EyeMasters of Texas, Ltd.

	 ECCA Distribution Services, Ltd.

	 Visionary Lab Services, Ltd.

	 Visionworks Holdings, Inc.

	 Metropolitan Vision Services, Inc.

	 Hour Eyes, Inc.

	 Visionworks, Inc.