exv4w1



 






Exhibit 4.1




AMENDMENT TO RIGHTS AGREEMENT



     This Amendment to Rights Agreement, dated as of July 25, 2005, to the Rights Agreement, dated
as of January 17, 1997 (as amended, the “Rights Agreement”), between National Vision Inc., a
Georgia corporation (the “Company”), and American Stock Transfer & Trust Company, a New York
banking corporation, as Rights Agent (the “Rights Agent”).



     WHEREAS, the Company and a predecessor of the Rights Agent entered into the Rights Agreement
specifying the terms of the Rights (as defined therein); and



     WHEREAS, the Company intends to enter into an Agreement and Plan of Merger among the Company
and affiliates of Berkshire Partners, LLC (“Berkshire”), pursuant to which Berkshire would acquire
the Company pursuant to a tender offer and subsequent merger; and



     WHEREAS, the Company and the Rights Agent desire to amend the Rights Agreement in accordance
with Section 27 of the Rights Agreement; and



     WHEREAS, the Board of Directors of the Company has unanimously approved this Amendment at a
meeting of directors duly called and held;



     NOW, THEREFORE, in consideration of the premises and mutual agreements set forth in the Rights
Agreement and this Amendment, the parties hereto agree as follows:



          1. Section 1(i) of the Rights Agreement shall be amended to read as follows:



               “Distribution Date” means the earlier of (i) the Close of Business on the tenth day
(or such later day as may be designated by action of a majority of the Continuing Directors) after
the Share Acquisition Date, and (ii) the Close of Business on the tenth Business Day (or such later
day as may be designated by action of a majority of the Continuing Directors) after the date of the
commencement by any Person (other than an Excluded Person and other than pursuant to an Approved
Acquisition) of, or of the first public announcement of the intention by any Person (other than an
Excluded Person and other than pursuant to an Approved Acquisition) to commence, a tender or
exchange offer if, upon consummation thereof, such Person, together with all Affiliates and
Associates of such Person, would be the Beneficial Owner of 15% or more of the shares of Common
Stock then outstanding. None of the



 









 







transactions contemplated by that certain Agreement and Plan of Merger, by and among the Company
and affiliates of Berkshire Partners, LLC, shall trigger a Distribution Date or other means of
exercising the Rights created pursuant to this Agreement.



          2. The Summary of Terms attached to the Rights Agreement as Exhibit C shall be deemed
to be amended to reflect the terms of this Amendment.



          3. The term “Agreement” as used in the Rights Agreement shall be deemed to refer to the Rights
Agreement as amended hereby.



          4. The foregoing Amendment shall be effective as of July 25, 2005, and, except as set forth
herein, the Rights Agreement shall remain in full force and effect and shall be otherwise
unaffected hereby.



          5. This Amendment may be executed in two or more counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same instrument.



 









 





     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of
the day and year first above written.



	 	 	 	 	 
	 	 	NATIONAL VISION INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Mitchell Goodman
	 

	 	 	 	 
	 

	 	 	 	Name: Mitchell Goodman
	 

	 	 	 	Title: Senior Vice President and General Counsel
	 
	 	 	 	 
	 	 	AMERICAN STOCK TRANSFER & TRUST COMPANY
	 
	 	 	 	 
	 

	 	By:	 	/s/ Herbert J. Lemmer
	 

	 	 	 	 
	 

	 	 	 	Name: Herbert J. Lemmer
	 

	 	 	 	Title: Vice President