-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FjvcUf3v7bARbXIiWzkMMuWJreVCUKGD9GhT5X+LLZY1kQ2BgOynws+CRFAzggHN zyM6Pn9Ia6IYPJUj4gnpdw== 0000950152-04-004867.txt : 20040624 0000950152-04-004867.hdr.sgml : 20040624 20040624165136 ACCESSION NUMBER: 0000950152-04-004867 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20040623 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Bankruptcy or receivership ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040624 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SIGHT RESOURCE CORP CENTRAL INDEX KEY: 0000895651 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HEALTH SERVICES [8000] IRS NUMBER: 043181524 STATE OF INCORPORATION: DE FISCAL YEAR END: 1225 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21068 FILM NUMBER: 04880034 BUSINESS ADDRESS: STREET 1: 100 JEFFREY AVENUE CITY: HOLLISTON STATE: MA ZIP: 01746 BUSINESS PHONE: 5084296916 MAIL ADDRESS: STREET 1: 100 JEFFREY AVENUE CITY: HOLLISTON STATE: MA ZIP: 01746 FORMER COMPANY: FORMER CONFORMED NAME: NEWVISION TECHNOLOGY INC DATE OF NAME CHANGE: 19940224 8-K 1 l08296ae8vk.txt SIGHT RESOURCE CORPORATION 06-24-04 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 23, 2004 SIGHT RESOURCE CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 0-21068 04-3181524 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission File Number) (I.R.S. Employer of Incorporation) Identification No.) 6725 Miami Avenue, Cincinnati, Ohio 45243 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (513) 527-9770 -------------- - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 2. Acquisition or Disposition of Assets On June 24, 2004, substantially all of the assets of Kent Optical Company, a wholly owned subsidiary of Sight Resource Corporation ("SRC"), were transferred to CadleRock Joint Venture, L.P. ("CadleRock"). The transfer included the assets of Kent Optometric Providers Inc., a subsidiary of Kent Optical (all such assets being hereinafter referred to as the "Kent Assets"). In consideration of the transfer, the secured debt owing to CadleRock by SRC and its subsidiaries was reduced by $1,175,000. CadleRock immediately resold the assets to third party purchasers for the same amount. The transfer of the Kent Assets was pursuant to an Eighth Loan Modification Agreement among SRC, its subsidiaries and CadleRock, a copy of which is being filed as an exhibit to this Current Report on Form 8-K. The transfer of the Kent Assets involved 20 retail optical stores in Michigan. Contemporaneously with the transfer of the assets to CadleRock, the retail leases relating to the 20 locations were assigned by Kent Optical to the third party purchasers, and the third party purchasers assumed the obligations of Kent Optical under the leases. As reported in Item 3 below, SRC and its subsidiaries each filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code on June 24, 2004 in the United States Bankruptcy Court for the Southern District of Ohio, Western Division, at Cincinnati, Ohio. Apart from Kent Optical, SRC operates or operated five retail optical chains. Those are Cambridge Eye Associates (Massachusetts and New Hampshire), Vision World (Rhode Island), E. B. Brown Opticians (Ohio and Pennsylvania), Eyeglass Emporium (Indiana) and Vision Plaza (Louisiana). SRC has requested Bankruptcy Court approval of the rejection of leases of 30 of the 32 E. B. Brown Opticians stores, all 15 Vision Plaza stores, the two remaining stores operated under the Kent Optical name, and one Eyeglass Emporium store. As of June 23, 2004, SRC discontinued operations in the stores previously operated in the locations covered by the leases as to which approval to reject has been requested. SRC's continuing operations include 19 stores operating under the name Cambridge Eye Associates, six stores operated under the name Vision World, six stores operating under the name Eyeglass Emporium, and one E. B. Brown Opticians store. Item 3. Bankruptcy or Receivership SRC and its wholly owned subsidiaries each filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code on June 24, 2004 in the United States Bankruptcy Court for the Southern District of Ohio, Western Division, at Cincinnati, Ohio. No trustee has been appointed, and SRC and its subsidiaries continue to manage their business as debtors in possession. SRC and its subsidiaries have requested that the Court jointly administer the proceedings under Case No. 04-14987. On June 23, 2004, SRC and its subsidiaries entered into a Ninth Loan Modification Agreement with CadleRock Joint Venture, L.P. ("CadleRock"), pursuant to which CadleRock lent $275,000 to SRC and its subsidiaries. CadleRock is a pre-filing secured creditor of SRC and its subsidiaries, and the $275,000 loan was made in anticipation of the Chapter 11 filing. That loan, like the other amounts owing by SRC and its subsidiaries to CadleRock, is secured by a security interest in substantially all assets of SRC and its subsidiaries. The $275,000 loan, together with interest thereon, is repayable in 10 equal weekly installments of beginning on July 6, 2004. Apart from the $275,000 loan, the remaining amount of the secured indebtedness (inclusive of interest and fees) owing to CadleRock is approximately $434,000. The scheduled maturity date of the $434,000 is June 30, 2004. The Ninth Loan Modification Agreement is being filed as an exhibit to this Current Report on Form 8-K. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits 2 (a) Financial Statements of Business Acquired Not applicable (b) Pro Forma Financial Information Pro forma financial information (reflecting the impact of the transactions discussed in Item 2 of this Report) is not included in this Report. SRC is unable to state when the pro forma financial information will be filed. (c) Exhibits See Exhibit Index Item 9. Regulation of FD Disclosure On June 24, 2004, SRC issued a press release covering (i) the matters discussed in Item 3 of this Report, (ii) the matters discussed in Item 2 of this Report, (iii) the existence of an informal Securities and Exchange Commission inquiry concerning the Company, and (iv) an investigation being conducted under the direction of the SRC Audit Committee. A copy of the press release is being filed as an exhibit to this Report. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SIGHT RESOURCE CORPORATION Date: June 24, 2004 By: /s/ Donald L. Radcliff -------------------------------- Donald L. Radcliff Chief Financial Officer 3 EXHIBIT INDEX Number Description 10.51 Eighth Loan Modification Agreement, dated June 23, 2004, between Sight Resource Corporation, its subsidiaries, and CadleRock Joint Venture, L.P. 10.52 Ninth Loan Modification Agreement, dated June 23, 2004, between Sight Resource Corporation, its subsidiaries, and CadleRock Joint Venture, L.P. 99.1 Sight Resource Corporation Announcement dated June 24, 2003 4 EX-10.51 2 l08296aexv10w51.txt EXHIBIT 10.51 EXHIBIT 10.51 EIGHTH LOAN MODIFICATION AGREEMENT THIS EIGHTH LOAN MODIFICATION AGREEMENT (the "Agreement") is made as of the 23rd day of June, 2004, by and among: CADLEROCK JOINT VENTURE, L. P. ("CadleRock"), an Ohio limited partnership with a principal place of business at 100 North Center Street, Newton Falls, OH 44444-1321; SIGHT RESOURCE CORPORATION (hereinafter, "Sight Resource"), a Delaware corporation with a principal place of business at 6725 Miami Avenue, Cincinnati, Ohio 45243; CAMBRIDGE EYE ASSOCIATES, INC. (hereinafter, "Cambridge Eye"), a Delaware corporation with a principal place of business at One Highland Avenue, Unit 3B, Malden, MA 02148 DOUGLAS VISION WORLD, INC. (hereinafter, "Douglas Vision"), a Delaware corporation with a principal place of business at One Highland Avenue, Unit 3B, Malden, MA 02148; E. B. BROWN OPTICIANS, INC. (hereinafter, "E. B. Brown"), a Delaware corporation with a principal place of business at 1549 East 30th Street, Cleveland, OH 44114-4385; EYEGLASS EMPORIUM, INC. (hereinafter, "Eyeglass Emporium"), a Delaware corporation with a principal place of business at c/o Sight Resource Corporation, 6725 Miami Avenue, Cincinnati, OH 45243; KENT OPTICAL COMPANY f/k/a KENT ACQUISITION CORP. (hereinafter, "Kent Optical"), a Delaware corporation with a principal place of business at c/o Sight Resource Corporation, 6725 Miami Avenue, Cincinnati, OH 45243; SHAWNEE OPTICAL, INC. (hereinafter, "Shawnee Optical"), a Delaware corporation with a principal place of business at c/o Sight Resource Corporation, 6725 Miami Avenue, Cincinnati, OH 45243; VISION PLAZA CORP. (hereinafter, "Vision Plaza"), a Delaware corporation with a principal place of business at 3301 Veterans Memorial Boulevard, Suite 54E, Metairie, LA 70002-4888; KENT OPTOMETRIC PROVIDERS, INC., f/k/a KENT OPTOMETRIC PROVIDERS, P.C. (hereinafter, "Kent Optometric"), a Michigan corporation with a principal place of business at c/o Sight Resource Corporation, 6725 Miami Avenue, Cincinnati, OH 45243; Hereinafter, Sight Resource, Cambridge Eye, Douglas Vision, E. B. Brown, Eyeglass Emporium, Kent Optical, Shawnee Optical, Vision Plaza, and Kent Optometric and shall be referred to individually and collectively, jointly, and severally, as the "Obligors" or the "Obligor." 5 R E C I T A L S --------------- A. Reference is hereby made to certain loan arrangements (hereinafter, the "Loan Arrangements") entered into by and between Sight Resource, Cambridge Eye, Douglas Vision, E. B. Brown, Eyeglass Emporium, Kent Optical, Shawnee Optical, Vision Plaza (hereinafter, individually and collectively, the "Original Borrowers") and Fleet National Bank (as successor-in-interest to Sovereign Bank, as successor-in-interest to Fleet National Bank, hereinafter referred to as "Fleet"), evidenced by, among other things, the following documents, instruments, and agreements (hereinafter collectively, together with this Agreement and all documents, instruments, and agreements executed incidental hereto, and contemplated hereby, the "Loan Documents"): 1. Loan Agreement (hereinafter, as amended, the "Loan Agreement") dated April 15, 1999, entered into by and between Fleet and the Original Borrowers; 2. Secured Revolving Line Note (hereinafter, the "Revolving Note") dated April 15, 1999 in the maximum principal amount of $3,000,000.00 made by the Original Borrowers payable to Fleet; 3. Secured Term Note (hereinafter, the "Term Note") dated April 15, 1999 in the original principal amount of $7,000,000.00 made by the Original Borrowers payable to Fleet; 4. (i) Eight (8) Security Agreements (All Assets) dated April 15, 1999 respectively, by each of the Original Borrowers, as amended and confirmed by certain Ratifications and Amendments of Security Agreements dated January 31, 2002, and (ii) Security Agreement (All Assets) dated July 31, 2002 by Kent Optometric (hereinafter, collectively, the "Security Agreements"), pursuant to which each of the Obligors granted Fleet a security interest in the Collateral (as defined in the Security Agreements); 5. Security Agreement (Pledged Collateral) dated April 15, 1999, pursuant to which Sight Resource assigned, transferred, and delivered to Fleet all of the Collateral (as defined therein); 6. Modification Agreement (hereinafter, the "Modification Agreement") dated March 31, 2000 entered into by Fleet and the Original Borrowers; 7. Second Modification Agreement (hereinafter, the "Second Modification Agreement") dated November 30, 2000 entered into by Fleet and the Original Borrowers; 8. Amended and Restated Third Modification Agreement (hereinafter, the "Third Modification 6 Agreement") dated May 14, 2001 entered into by Fleet and the Original Borrowers; 9. Fourth Modification Agreement (hereinafter, the "Fourth Modification Agreement") dated July 31, 2002 entered into by Fleet and the Obligors, pursuant to which, among other things, Kent Optometric became co-borrower with the Original Borrowers under the Loan Documents, as amended, and became jointly and severally liable with the Original Borrowers for all Obligations under the Loan Documents, as amended; 10. Fifth Modification Agreement (hereinafter, the "Fifth Modification Agreement") dated November 15, 2002 entered into by Fleet and the Obligors; 11. Sixth Loan Modification Agreement (hereinafter, the "Sixth Modification Agreement" dated December 27, 2002 entered into by CadleRock, as successor to Fleet, and the Obligors; 12. Seventh Loan Modification Agreement (hereinafter, the "Seventh Modification Agreement" dated December _______, 2003 entered into by CadleRock, as successor to Fleet, and the Obligors; and 13. Common Stock Purchase Warrant dated March 31, 2000 issued by Sight Resource in favor of Fleet. B. The outstanding principal balance owing by Obligors to CadleRock under the Loan Documents as of the date hereof is $1,400,000.00. Accrued interest as of this date is $8,944.45 (hereinafter, "Accrued Interest"). In addition, a termination fee of $200,000.00 (hereinafter, "Termination Fee") is due as of June 30, 2004 pursuant to the Sixth Modification Agreement. Such outstanding principal balance plus all Accrued Interest, late charges, penalties, fees, expenses and other amounts owing by Obligors or any of them under or in respect of the Loan Documents are collectively hereinafter referred to as the "Total Indebtedness," and as of this date, total $1,408,944.45. C. Obligors and CadleRock have determined that it would be in their mutual best interests for CadleRock to take an assignment of all right, title and interest of Kent Optical and Kent Optometric in certain assets of Kent Optical and Kent Optometric as described in Exhibit A attached hereto (hereinafter, "Kent Assets"), but excluding the Retained Assets described in Exhibit A, so as to provide to Sight Resource and the other Obligors a credit in the amount of $1,175,000.00 (the "Loan Reduction Credit") in consideration of the reduction by CadleRock of the remaining amount of the Total Indebtedness to $233,944.45 (after application of the $1,175,000.00 credit for assignment of all right, title and interest in the Kent Optical Assets). 7 D. The Obligors are willing to assign the Kent Assets to CadleRock, and CadleRock is willing to accept assignment of the Kent Assets and to reduce the Total Indebtedness as contemplated by the preceding paragraph, and to provide the Loan Reduction Credit, based upon, and in consideration of, the terms and conditions stated herein as follows. E. NOW, THEREFORE, the parties hereby agree as follows: 1. Kent Optical Assets Assignment. Kent Optical and Kent Optometric shall assign, on this date, all of their right, title and interest in, to and under the Kent Assets such that CadleRock is the party in whom all right, title and interest in the Kent Assets vests. Such assignment shall be in the form attached hereto as Exhibit B. 2. Loan Reduction Credit. Upon receipt by CadleRock of the assignment by Kent Optical and Kent Optometric of the Kent Assets and the Affidavit attached hereto as Exhibit C, Sight Resource and the other Obligors will receive from CadleRock a credit on in the amount of $1,175,000.00 for application against the Total Indebtedness (the "Loan Reduction Credit"). Kent Optical and Kent Optometric shall execute and deliver to CadleRock the assignment of the Kent Assets and the Affidavit attached hereto as Exhibit C simultaneously with the execution of this agreement. 3. New Total Indebtedness. Effective upon receipt by CadleRock of the assignment of the Kent Assets and the Affidavit attached hereto as Exhibit "C", the amount of the Total Indebtedness (after application of the Loan Reduction Credit) shall be reduced to $233,944.45 (the "New Total Indebtedness"). 4. Acknowledgment by Obligors. Subject to and as modified by this Agreement, the Obligors each hereby (i) acknowledge the validity and enforceability of the Loan Documents, (ii) acknowledge and agree that they have no offsets, defenses, claims or counterclaims against CadleRock as holder of the Loan Documents; and (iii) the Termination Fee is fully earned by CadleRock, and is due and payable in full by Obligors, jointly and severally, to CadleRock. Each Obligor hereby ratifies, confirms and agrees that, except as modified by this Agreement, all terms and conditions of the Loan Documents shall remain in full force and effect. 5. Further Assurances. The Obligors shall, upon request by CadleRock from time to time after execution of this Agreement, execute and deliver to CadleRock such additional documents, instruments and agreements as CadleRock may reasonably request in order to vest or perfect the Loan Documents (as modified hereby) and the collateral granted therein more securely in CadleRock, including, but not limited to, the Estoppel Affidavit and Conditional Delivery of Assignment attached hereto as Exhibit C. 6. Indemnification/Hold Harmless. Obligors hereby indemnify and hold harmless CadleRock, their partners, directors, officers and stockholders and the successors and assigns of all of them (collectively the "Indemnitees") from, against and in respect of any claim by Obligors or any other person to the effect that, Obligors, or any person claiming by, through or under any of them, has any claim of any type against the Indemnitees for any action taken or not taken by the Indemnitees prior to this date. Obligors hereby release and discharge Indemnitees from any such and all such 8 claims, and Obligors further agree to indemnify and hold harmless Indemnitees against any and all such claims and to pay Indemnitees' attorney fees and costs in the defense of same. 7. Acknowledgement of Payment Obligation. Notwithstanding anything to the contrary contained in this Agreement, upon the making of the Loan Reduction Credit, the New Total Indebtedness will remain due and payable in full on June 30, 2004, after which interest shall accrue thereon at the default interest rate as stated in the Sixth Modification Agreement. 8. No Waiver of Existing Defaults. Any defaults, events of defaults or existing matters that with the passage of time would mature into a default under the Loan Documents prior to the date of this Agreement are not waived and shall be in full force and effect. 9. Miscellaneous. (a) This Agreement and the other documents referred to herein contain the entire Agreement among the parties with respect to the transactions contemplated hereby, and supersede all negotiations, representations, warranties, commitments and offers whether oral or written, prior to the date hereof. (b) No modification or amendment of any provision of this Agreement shall be effective unless made in a written instrument, duly executed by the party to be bound thereby, which refers specifically to this Agreement and states that an amendment or modification is being made in the respects set forth in such instrument. (c) If any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired or invalidated. This Agreement is, and shall be deemed to be, the product of joint drafting by the parties hereto and shall not be construed against any of them as the drafter hereof. (d) This Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns. No assignment of this Agreement shall, however, relieve the assigning party of its obligations hereunder. (e) This Agreement shall be governed by and construed and enforced with accordance with the laws of the State of Ohio as applicable to contracts executed and fully performed in the State of Ohio. (f) No waiver of any provision of this Agreement shall be effective unless in writing. The waiver by any party of a breach of this Agreement shall not operate or be construed as a waiver of any subsequent breach. (g) The captions contained in this Agreement have been inserted for convenience of reference only and shall not affect the interpretation of this Agreement. (h) This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed to be an original, but 9 all of which together shall constitute one and the same instrument. With regard to this Agreement, and any other document relating to the transactions to be consummated under this Agreement, a party's execution may be evidenced by, and a party's delivery may be effected by, facsimile or internet transmission. (i) Each party hereto represents and warrants that it has full authority to execute this agreement, that the representative executing this agreement on its behalf has full authority to do so, that upon the execution hereof, this agreement becomes fully binding on such party and enforceable against such party in accordance with the terms hereof and that no party is under any restriction of any kind against the execution of this agreement or the performance of any obligation stated herein. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first stated above. CADLEROCK JOINT VENTURE, L. P. SIGHT RESOURCE CORPORATION By: CadleRock, Inc., its general partner By: /s/ Daniel C. Cadle, Pres. By: /s/ Donald Radcliff ----------------------------------------- -------------------------------- Name: Daniel C. Cadle Name: Donald Radcliff --------------------------------------- ------------------------------ Title: President Title: Chief Financial Officer -------------------------------------- ----------------------------- CAMBRIDGE EYE ASSOCIATES, INC. DOUGLAS VISION WORLD, INC. By: /s/ Donald Radcliff By: /s/ Donald Radcliff ----------------------------------------- -------------------------------- Name: Donald Radcliff Name: Donald Radcliff --------------------------------------- ------------------------------ Title: Chief Financial Officer Title: Chief Financial Officer -------------------------------------- ----------------------------- E. B. BROWN OPTICIANS, INC. EYEGLASS EMPORIUM, INC. By: /s/ Donald Radcliff By: /s/ Donald Radcliff ----------------------------------------- -------------------------------- Name: Donald Radcliff Name: Donald Radcliff --------------------------------------- ------------------------------ Title: Chief Financial Officer Title: Chief Financial Officer -------------------------------------- -----------------------------
10 KENT OPTICAL COMPANY f/k/a SHAWNEE OPTICAL, INC. KENT ACQUISITION CORP By: /s/ Donald Radcliff By: /s/ Donald Radcliff ----------------------------------------- -------------------------------- Name: Donald Radcliff Name: Donald Radcliff --------------------------------------- ------------------------------ Title: Chief Financial Officer Title: Chief Financial Officer -------------------------------------- ----------------------------- KENT OPTOMETRIC PROVIDERS, INC. VISION PLAZA CORP. f/k/a KENT OPTOMETRIC PROVIDERS, P.C. By: /s/ Donald Radcliff By: /s/ Donald Radcliff ----------------------------------------- -------------------------------- Name: Donald Radcliff Name: Donald Radcliff --------------------------------------- ------------------------------ Title: Chief Financial Officer Title: Chief Financial Officer -------------------------------------- -----------------------------
11 EXHIBIT A ASSETS ------ All right, title and interest of Kent Optical Company, f/k/a Kent Acquisition Corp., a Delaware and Kent Optometric Providers, Inc., a Michigan corporation, f/k/a Kent Optometric Providers, P.C., corporation, and any successors or assigns thereof ("BORROWERS") in the following property, wherever located: 1.01 ALL INVENTORY of the Borrowers; meaning all goods, merchandise, raw materials, supplies, goods in process, finished goods and other tangible personal property held by the Borrowers for processing, sale or other business purpose or to be used or consumed in the Borrowers' business. 1.02 ALL ACCOUNTS AND ACCOUNTS RECEIVABLE of the Borrowers; meaning all accounts, accounts receivable, papers, notes, drafts, acceptances and all other debts, obligations and liabilities in whatever form owing to the Borrowers from any person, firm, corporation or any other legal entity ("ACCOUNT DEBTORS"), excluding, however, accounts and accounts receivable as to which any other Obligor is the Account Debtor. 1.03 ALL DOCUMENTS of the Borrowers; meaning all documents of title, including bills of lading, dock warrants, dock receipts, warehouse receipts and orders for the delivery of goods and also any other document which in the regular course of business or financing is treated as adequately evidencing that the person in the possession of it is entitled to receive, hold and dispose of the document and the goods it covers. 1.04 ALL INSTRUMENTS of the Borrowers; meaning all negotiable instruments, securities and any other writing which evidence a right to payment of money and are not themselves security agreements or leases and are of a type which are in the ordinary course of business transferred by delivery with any necessary endorsement or assignment. 1.05 ALL CHATTEL PAPER of the Borrowers; meaning a writing or writings which evidence both a monetary obligation and a security interest in or a lease of specific goods. 1.06 ALL INVESTMENT PROPERTY of the Borrowers, where located, now or hereafter existing or hereafter and acquired, including all securities (whether certified or not), security entitlements, security accounts, financial assets and related rights, together with all proceeds of any of the foregoing. 1.07 ALL OTHER GOODS of the Borrowers, wherever located, now existing or hereafter acquired; meaning all motor vehicles, equipment, machinery and other tangible personal property, whether fixtures or not, any and all records relating to any of the Collateral (as defined in the Security Agreement [all assets] dated April 15, 1999 between Fleet National Bank and Borrower and/or the Security Agreement (All Assets) dated July 31, 2002 between Fleet National Bank and Kent Optometric) and all attachments and accessories thereto and substitutes therefor. 12 1.08 ALL INTANGIBLE ASSETS (as hereinafter defined), to the extent not already covered by the foregoing listing. As used above, "INTANGIBLE ASSETS" means all intellectual property and other intangible assets of Borrowers including: (a) All right, title and interest in and to the name "Kent Optical" and any and all derivations thereof together with a license to use the mark "Sightcare"; (b) All telephone numbers, facsimile numbers, internet domain names or registrations, trade secrets, customer lists, know-how, concepts, methods, procedures, specifications, vendor or supplier lists, and other operating data and business documents relating, used or useful to or in the operation of the business of Borrowers, together with all records and lists that pertain directly or indirectly to any of the foregoing; (c) All prepaid items, including but not limited to all prepaid advertising, rents, salaries or wages, and all other prepaid items relating to the business of Borrowers; (d) All goodwill related to the business of Borrowers; and (e) All beneficial rights of Kent Optical Company under any and all agreements of employees not to compete with the business of Kent Optical Company and any confidentiality or other agreements between Kent Optical Company and any other person, provided, however, that nothing herein shall be construed as an assumption by CadleRock of any obligation of Kent Optical under any of those agreements; and (f) All transferable licenses/permits necessary for the operation of the business of Borrowers, if any. Notwithstanding anything to the contrary set forth above or elsewhere in the Agreement, the following assets (the "Retained Assets") shall be excluded from the Kent Assets transferred to CadleRock and shall be retained by Borrowers: (a) Cash and cash equivalents; (b) All prepaid expenses and any deposits made by Borrowers in the operation of its Business that are not transferred by the utility or other third party to the account of CadleRock; (c) Accounting books and records; (d) Contracts and agreements not specifically included in the Kent Assets; (e) Rights of recovery under insurance policies; and (f) Software systems used by Sight Resource Corporation on a centralized basis. 13 (g) Inventory, equipment and other personal property and customer and patient lists and account information at or in regard to the Kent Optical store in Holland, Michigan. 14 EXHIBIT B ASSIGNMENT OF ASSETS -------------------- This Assignment of Assets is made as of the 23rd day of June, 2004, by Kent Optical Company, f/k/a Kent Acquisition Corp. (hereinafter, "Kent Optical"), a Delaware corporation whose address is c/o Sight Resource Corporation, 6725 Miami Avenue, Cincinnati, OH 45243 and Kent Optometric Providers, Inc., f/k/a Kent Optometric Providers, P.C., a Michigan corporation whose address is c/o Sight Resource Corporation, 6725 Miami Avenue, Cincinnati, OH 45243 as Assignors, and CadleRock Joint Venture, L. P., an Ohio limited partnership whose address is 100 North Center Street, Newton Falls, OH 44444, as Assignee Witness that Assignors, for good and valuable consideration, receipt of which is acknowledged, assign to Assignee that certain property described in Exhibit A attached hereto and made a part hereof. To have and to hold, all and singular, the property aforementioned unto said Assignee, its successors and its assigns, forever. Assignors hereby covenant with Assignee that Assignors will forever defend Assignee against any and all claims of any and all persons claiming by, through or under Assignors, but not otherwise. ASSIGNORS MAKE NO COVENANTS OR WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY, MARKETABILITY, FITNESS OR SUITABILITY FOR A PARTICULAR PURPOSE OR OTHERWISE EXCEPT AS SET FORTH ON THE EIGHTH LOAN MODIFICATION AGREEMENT OF EVEN DATE BETWEEN ASSIGNORS AND ASSIGNEE, AMONG OTHERS. ANY IMPLIED COVENANTS OR WARRANTIES ARE EXPRESSLY DISCLAIMED AND EXCLUDED BY THIS ASSIGNMENT. IN WITNESS WHEREOF, Assignors have caused this instrument to be executed by their duly authorized officers as of the day and year first above written. ASSIGNOR ASSIGNOR: KENT OPTOMETRIC PROVIDERS, INC. KENT OPTICAL COMPANY, F/K/A KENT OPTOMETRIC F/K/A KENT ACQUISITION CORP. PROVIDERS, P.C. By: By: --------------------------------- ----------------------------------- Name: Donald Radcliff Name: Donald Radcliff ------------------------------- --------------------------------- Title: Chief Financial Officer Title: Chief Financial Officer ------------------------------ -------------------------------------- 15 STATE OF OHIO COUNTY OF HAMILTON Personally appeared before me, the undersigned, a Notary Public in and for said State and County, duly commissioned and qualified, Donald Radcliff, with whom I am personally acquainted, upon oath, acknowledged himself to be the Chief Financial Officer of KENT OPTICAL COMPANY, the within named corporation; and that she such as Chief Financial Officer, being authorized so to do, executed the foregoing instrument for the purpose therein contained by signing the name of the corporation by himself as such Chief Financial Officer. Executed this 23rd day of June, 2004. ----------------------------------- Notary Public STATE OF OHIO COUNTY OF HAMILTON Personally appeared before me, the undersigned, a Notary Public in and for said State and County, duly commissioned and qualified, Donald Radcliff, with whom I am personally acquainted, upon oath, acknowledged himself to be the Chief Financial Officer of KENT OPTOMETRIC PROVIDERS, INC., f/k/a KENT OPTOMETRIC PROVIDERS, P.C. the within named corporation; and that he as such Chief Financial Officer, being authorized so to do, executed the foregoing instrument for the purpose therein contained by signing the name of the corporation by himself as such Chief Financial Officer. Executed this 23rd day of June, 2004. ----------------------------------- Notary Public 16 EXHIBIT C ESTOPPEL AFFIDAVIT AND CONDITIONAL DELIVERY OF ASSIGNMENT STATE OF OHIO COUNTY OF HAMILTON THIS AFFIDAVIT, made this 23rd day of June, 2004, by Kent Optical Company, f/k/a Kent Acquisition Corp. ("Kent Optical"), a Delaware corporation with its principal place of business at c/o Sight Resource Corporation, 6725 Miami Avenue, Cincinnati, OH 45243, and Kent Optometric Providers, Inc., f/k/a Kent Optometric Providers, P.C., ("Kent Optometric") a Michigan corporation whose address is c/o Sight Resource Corporation, 6725 Miami Avenue, Cincinnati, OH 45243 hereinafter referred to as Assignors in favor of CadleRock Joint Venture, L. P., an Ohio limited partnership with its main office at 100 North Center Street, Newton Falls, Ohio 44444, hereinafter referred to as Assignee. W I T N E S S T H: ------------------ That Assignor Kent Optical did, on the fifteenth day of April, 1999, execute a Loan Agreement with Fleet National Bank ("Fleet") predecessor to Assignee; That Assignor Kent Optical did, on the fifteenth day of April, 1999, execute and deliver to Fleet a certain Secured Revolving Line Note made in the principal sum of $3,000,000.00, and secured by a Security Agreement (All Assets) dated April 15, 1999 and duly recorded UCC-1's as set forth in Schedule 1 attached hereto, covering such Assignor's personal property more particularly described in the said Security Agreement; That Assignor Kent Optical did, on the fifteenth day of April, 1999, execute and deliver to Fleet a certain Secured Term Note made in the principal sum of $7,000,000.00, and secured by a Security Agreement (All Assets) dated April 15, 1999 and duly recorded UCC-1's as set forth in Schedule 1 attached hereto, covering such Assignor's personal property more particularly described in the said Security Agreement; That Assignor Kent Optometric did assume liability for all sums due to Fleet on the aforementioned Notes pursuant to the Fourth Loan Modification Agreement dated July 12, 2002 (the "Fourth Modification"); That Assignor Kent Optometric did, on the thirty-first day of July, 2002, execute and deliver to Fleet a Security Agreement (All Assets) and duly recorded UCC-1's as set forth in Schedule 1 attached hereto, covering such Assignor's personal property more particularly described in the said Security Agreement; That Assignors did, on the twenty-seventh day of December, 2002, execute and deliver to Assignee a Sixth Loan Modification Agreement (the "Sixth Modification"); 17 That the Sixth Modification provided, among other terms, that the Secured Revolving Line Note and the Secured Term Note mature on June 30, 2004, and that, in addition, a $200,000.00 termination fee is due and payable on such date by Assignors, among others, to Assignee; That Assignors are unable to meet the obligations of said Notes, said Security Agreements and the Sixth Modification according to the terms thereof. That Assignors are the parties who made, executed, and delivered a certain Assignment to Assignee, of even date herewith, on the form attached hereto as Exhibit A. That Assignors hereby acknowledge, agree and certify that the aforesaid Assignment was an absolute conveyance of the Assignors' rights, title and interest in and to said personal property, together with release of all rights in and to said personal property and that such Assignment did also convey, transfer and assign all of Assignors' rights of possession, proceeds and equity of redemption in and to said personal property. That the value of said personal property is not in excess of the amount of said indebtedness outstanding, and in consideration of the premises hereof and in consideration of such Assignment, Assignors will receive a credit of $1,175,000.00 toward the stated sums due on said Notes together with the termination of record by Assignee of the UCC-1's, subject to the condition which is understood and agreed by Assignor that the Assignment to Assignee referred to herein is intended to convey a marketable title, free of liens or encumbrances; that Assignee intends to examine the UCC public records before finally accepting said Assignment; and that Assignee reserves the right to reject said Assignment, and to proceed by foreclosure, replevin or other remedy to assert its rights against Assignors and the assets described in the Assignment under the said Notes, the said Security Agreements and the said Sixth Modification described hereinabove. That Assignors voluntarily gave said Assignment to Assignee in good faith on the part of Assignors and Assignee, without any fraud, misrepresentation, duress or undue influence whatsoever, or any misunderstanding on the part of Assignors or Assignee, and that said Assignment was not given as a preference against any other creditor of Assignors. That said Assignment shall not restrict the rights of Assignee to institute foreclosure, replevin or other proceedings if the Assignee desires, but the conveyance by said Assignment shall be, and hereby is, intended and understood to be an absolute conveyance and an unconditional transfer and assignment, with full extinguishment of Assignors' equity of redemption, and with full release of all Assignors' rights, title and interest of every character in and to said personal property, as described in the Assignment. That this Affidavit has been made for the protection and benefit of Assignee in said Assignment, and its successors and assigns, and all other parties hereafter who deal with or who may acquire an interest in the personal property described therein, and this Affidavit shall bind the respective successors and assigns of the Assignors. 18 IN WITNESS WHEREOF, each of Assignors has set its hand this 23rd day of June, 2004, by its duly authorized representative. Signed, acknowledged, and delivered Kent Optical Company, a Delaware In the presence of corporation, f/k/a Kent Acquisition Corp. By: - --------------------------------------- --------------------------------- Name: Donald Radcliff ------------------------------- Title: Chief Financial Officer ------------------------------ ASSIGNOR: KENT OPTOMETRIC PROVIDERS, INC. f/k/a KENT OPTOMETRIC PROVIDERS, P.C. By: --------------------------------- Name: Donald Radcliff ------------------------------- Title: Chief Financial Officer ------------------------------ 19 STATE OF OHIO COUNTY OF HAMILTON Personally appeared before me, the undersigned, a Notary Public in and for said State and County, duly commissioned and qualified, Donald Radcliff, with whom I am personally acquainted, upon oath, acknowledged himself to be the Chief Financial Officer of KENT OPTICAL COMPANY, the within named corporation; and that she such as Chief Financial Officer, being authorized so to do, executed the foregoing instrument for the purpose therein contained by signing the name of the corporation by himself as such Chief Financial Officer. Executed this 23rd day of June, 2004. ----------------------------------- Notary Public STATE OF OHIO COUNTY OF HAMILTON Personally appeared before me, the undersigned, a Notary Public in and for said State and County, duly commissioned and qualified, Donald Radcliff, with whom I am personally acquainted, upon oath, acknowledged himself to be the Chief Financial Officer of KENT OPTOMETRIC PROVIDERS, INC., f/k/a KENT OPTOMETRIC PROVIDERS, P.C. the within named corporation; and that he as such Chief Financial Officer, being authorized so to do, executed the foregoing instrument for the purpose therein contained by signing the name of the corporation by himself as such Chief Financial Officer. Executed this 23rd day of June, 2004. ----------------------------------- Notary Public 20 SCHEDULE 1
- ------------------------------- ---------- --------- ------------------------ -------------------- --------------- ----------------- FILING FILING OTHER COLLATERAL DEBTOR STATE OFFICE SECURED CREDITOR FILING DATE NUMBER AND/OR COMMENTS - ------------------------------- ---------- --------- ------------------------ -------------------- --------------- ----------------- Kent Acquisition Corp. MI SOS Fleet National Bank April 19, 1999 D5047186 - ------------------------------- ---------- --------- ------------------------ -------------------- --------------- ----------------- Kent Optical Company DE SOS Fleet National Bank March 19, 2002 2070987 7 In-lieu - ------------------------------- ---------- --------- ------------------------ -------------------- --------------- ----------------- Kent Optical Company DE SOS Fleet National Bank March 19, 2002 2070990 1 In lieu (successor-in-interest to Sovereign Bank) - ------------------------------- ---------- --------- ------------------------ -------------------- --------------- ----------------- Kent Optical Company MI SOS Sovereign Bank May 18, 2002 24795C UCC-1 (New Filing) - ------------------------------- ---------- --------- ------------------------ -------------------- --------------- ----------------- Kent Optical Company DE SOS Fleet National Bank July 2, 1999 D538636 In-lieu - ------------------------------- ---------- --------- ------------------------ -------------------- --------------- ----------------- Kent Optometric Providers, MI SOS Fleet National Bank Oct. 3, 2002 46096C UCC-1 P.C. (New Filing) - ------------------------------- ---------- --------- ------------------------ -------------------- --------------- -----------------
21 EX-10.52 3 l08296aexv10w52.txt EXHIBIT 10.52 EXHIBIT 10.52 NINTH LOAN MODIFICATION AGREEMENT THIS NINTH LOAN MODIFICATION AGREEMENT (the "Agreement") is made as of the 23rd day of June, 2004, by and among: CADLEROCK JOINT VENTURE, L. P. ("CadleRock"), an Ohio limited partnership with a principal place of business at 100 North Center Street, Newton Falls, OH 44444-1321; SIGHT RESOURCE CORPORATION (hereinafter, "Sight Resource"), a Delaware corporation with a principal place of business at 6725 Miami Avenue, Cincinnati, Ohio 45243; CAMBRIDGE EYE ASSOCIATES, INC. (hereinafter, "Cambridge Eye"), a Delaware corporation with a principal place of business at One Highland Avenue, Unit 3B, Malden, MA 02148 DOUGLAS VISION WORLD, INC. (hereinafter, "Douglas Vision"), a Delaware corporation with a principal place of business at One Highland Avenue, Unit 3B, Malden, MA 02148; E. B. BROWN OPTICIANS, INC. (hereinafter, "E. B. Brown"), a Delaware corporation with a principal place of business at 1549 East 30th Street, Cleveland, OH 44114-4385; EYEGLASS EMPORIUM, INC. (hereinafter, "Eyeglass Emporium"), a Delaware corporation with a principal place of business at c/o Sight Resource Corporation, 6725 Miami Avenue, Cincinnati, OH 45243; KENT EYES, INC. f/k/a KENT OPTICAL COMPANY (hereinafter, "Kent Optical"), a Delaware corporation with a principal place of business at c/o Sight Resource Corporation, 6725 Miami Avenue, Cincinnati, OH 45243; SHAWNEE OPTICAL, INC. (hereinafter, "Shawnee Optical"), a Delaware corporation with a principal place of business at c/o Sight Resource Corporation, 6725 Miami Avenue, Cincinnati, OH 45243; VISION PLAZA CORP. (hereinafter, "Vision Plaza"), a Delaware corporation with a principal place of business at 3301 Veterans Memorial Boulevard, Suite 54E, Metairie, LA 70002-4888; KENT OPTOMETRIC PROVIDERS, INC. f/k/a KENT OPTOMETRIC PROVIDERS P.C. (hereinafter, "Kent PC"), a Michigan professional corporation with a principal place of business at c/o Sight Resource Corporation, 6725 Miami Avenue, Cincinnati, OH 45243; Hereinafter, Sight Resource, Cambridge Eye, Douglas Vision, E. B. Brown, Eyeglass Emporium, Kent Optical, Shawnee Optical, Vision Plaza, and Kent PC and shall be referred to individually and collectively, jointly, and severally, as the "Obligors" or the "Obligor." 22 R E C I T A L S A. Reference is hereby made to certain loan arrangements (hereinafter, the "Loan Arrangements") entered into by and between Sight Resource, Cambridge Eye, Douglas Vision, E. B. Brown, Eyeglass Emporium, Kent Optical, Shawnee Optical, Vision Plaza (hereinafter, individually and collectively, the "Original Borrowers") and Fleet National Bank (as successor-in-interest to Sovereign Bank, as successor-in-interest to Fleet National Bank, hereinafter referred to as "Fleet"), evidenced by, among other things, the following documents, instruments, and agreements (hereinafter collectively, together with this Agreement and all documents, instruments, and agreements executed incidental hereto, and contemplated hereby, the "Loan Documents"): 1. Loan Agreement (hereinafter, as amended, the "Loan Agreement") dated April 15, 1999, entered into by and between Fleet and the Original Borrowers; 2. Secured Revolving Line Note (hereinafter, the "Revolving Note") dated April 15, 1999 in the maximum principal amount of $3,000,000.00 made by the Original Borrowers payable to Fleet; 3. Secured Term Note (hereinafter, the "Term Note") dated April 15, 1999 in the original principal amount of $7,000,000.00 made by the Original Borrowers payable to Fleet; 4. (i) Eight (8) Security Agreements (All Assets) dated April 15, 1999 respectively, by each of the Original Borrowers, as amended and confirmed by certain Ratifications and Amendments of Security Agreements dated January 31, 2002, and (ii) Security Agreement (All Assets) dated July 31, 2002 by Kent PC (hereinafter, collectively, the "Security Agreements"), pursuant to which each of the Obligors granted Fleet a security interest in the Collateral (as defined in the Security Agreements); 5. Security Agreement (Pledged Collateral) dated April 15, 1999, pursuant to which Sight Resource assigned, transferred, and delivered to Fleet all of the Collateral (as defined therein); 6. Modification Agreement (hereinafter, the "Modification Agreement") dated March 31, 2000 entered into by Fleet and the Original Borrowers; 7. Second Modification Agreement (hereinafter, the "Second Modification Agreement") dated November 30, 2000 entered into by Fleet and the Original Borrowers; 8. Amended and Restated Third Modification Agreement (hereinafter, the "Third Modification Agreement") dated May 14, 2001 entered into by Fleet and the Original Borrowers; 9. Fourth Modification Agreement (hereinafter, the "Fourth Modification Agreement") dated July 31, 2002 entered into by Fleet and the Obligors, pursuant to which, among other things, Kent PC became co-borrower with the Original Borrowers under the Loan Documents, as amended, and became jointly and severally liable with the Original Borrowers for all Obligations under the Loan Documents, as amended; 23 10. Fifth Modification Agreement (hereinafter, the "Fifth Modification Agreement") dated November 15, 2002 entered into by Fleet and the Obligors; 11. Sixth Loan Modification Agreement (hereinafter, the "Sixth Modification Agreement" dated December 27, 2002 entered into by CadleRock, as successor to Fleet, and the Obligors; 12. Seventh Loan Modification Agreement (hereinafter, the "Seventh Modification Agreement") dated December, 2003 entered into by CadleRock, as successor to Fleet, and the Obligators; 13. Eighth Loan Modification Agreement (hereinafter, the "Eighth Modification Agreement") dated June 23, 2004 entered into by CadleRock, as successor to Fleet, and the Obligors; and 14. Common Stock Purchase Warrant dated March 31, 2000 issued by Sight Resource in favor of Fleet. B. The outstanding principal balance owing by the Obligors to CadleRock under the Loan Documents as of the date hereof is $233,944.45. Accrued interest as of this date is $388.89 (hereinafter, "Accrued Interest"). Such outstanding principal balance plus all Accrued Interest, late charges, penalties, fees, expenses and other amounts owing by the Obligors or any of them under or in respect of the Loan Documents are collectively hereinafter referred to as the "Existing Total Indebtedness," and as of this date, total $234,333.34. C. The Obligors and CadleRock have determined that it would be in their mutual best interests for CadleRock to advance to the Obligors $275,000.00 under the Revolving Note in order to provide additional financing to the Obligors for use in connection with their reorganization proceedings under chapter 11 of title 11 of the United States Code. D. The Obligors are willing to borrow an additional $275,000.00 under the Revolving Note and CadleRock is willing to increase the Total Indebtedness as contemplated by the preceding paragraph based upon, and in consideration of, the terms and conditions stated herein as follows: 1. Increase in Revolving Note. Upon the execution hereof, CadleRock shall make an Advance (as defined in the Loan Agreement) to the Obligors under and, except as otherwise provided herein, pursuant to the terms of, the Revolving Note in the amount of $275,000.00 and the Obligors hereby shall be deemed to have provided CadleRock with a "Notice of Borrowing" in that amount. 2. Repayment of Advance. Notwithstanding anything to the contrary in the Loan Agreement, the Revolving Note or any of the other Loan Documents, the Obligors jointly and severally shall repay the $275,000.00 advance, plus interest thereon at the non-default rate specified in the Revolving Note, in ten (10) equal installments of principal and interest beginning on July 6, 2004 and continuing on the next nine weekly anniversaries of such date until paid in full. 3. New Total Indebtedness. Effective upon receipt by the Obligors of the $275,000 advance, the principal amount of the Existing Total Indebtedness shall be increased to $508,944,45 (the "New Total Indebtedness"). 24 4. Acknowledgment by Obligors. Subject to and as modified by this Agreement, the Obligors each hereby (a) acknowledge the validity and enforceability of the Loan Documents, and (b) acknowledge and agree that they have no offsets, defenses, claims or counterclaims against CadleRock as holder of the Loan Documents. Each Obligor hereby ratifies, confirms and agrees that, except as modified by this Agreement, all terms and conditions of the Loan Documents shall remain in full force and effect. 5. Further Assurances. The Obligors shall, upon request by CadleRock from time to time after execution of this Agreement, execute and deliver to CadleRock such additional documents, instruments and agreements as CadleRock may reasonably request in order to vest or perfect the Loan Documents (as modified hereby) and the collateral granted therein more securely in CadleRock. 6. Indemnification/Hold Harmless. The Obligors hereby indemnify and hold harmless CadleRock, their partners, directors, officers and stockholders and the successors and assigns of all of them (collectively the "Indemnitees") from, against and in respect of any claim by the Obligors or any other person to the effect that, the Obligors, or any person claiming by, through or under any of them, has any claim of any type against the Indemnitees for any action taken or not taken by the Indemnitees prior to this date. The Obligors hereby release and discharge Indemnitees from any such and all such claims, and the Obligors further agree to indemnify and hold harmless Indemnitees against any and all such claims and to pay Indemnitees' attorney fees and costs in the defense of same. 7. Acknowledgement of Payment Obligation. Notwithstanding anything to the contrary contained in this Agreement, the Existing Total Indebtedness shall remain due and payable in full on June 30, 2004, after which interest shall accrue thereon at the default interest rate as stated in the Sixth Modification Agreement. 8. No Waiver of Existing Defaults. Any defaults, events of defaults or existing matters that with the passage of time would mature into a default under the Loan Documents prior to the date of this Agreement are not waived and shall be in full force and effect. 9. Miscellaneous. (a) This Agreement and the other documents referred to herein contain the entire Agreement among the parties with respect to the transactions contemplated hereby, and supersede all negotiations, representations, warranties, commitments and offers whether oral or written, prior to the date hereof. (b) No modification or amendment of any provision of this Agreement shall be effective unless made in a written instrument, duly executed by the party to be bound thereby, which refers specifically to this Agreement and states that an amendment or modification is being made in the respects set forth in such instrument. (c) If any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired or invalidated. This Agreement is, and shall be deemed to be, the product of joint drafting by the 25 parties hereto and shall not be construed against any of them as the drafter hereof. (d) This Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns. No assignment of this Agreement shall, however, relieve the assigning party of its obligations hereunder. (e) This Agreement shall be governed by and construed and enforced with accordance with the laws of the State of Ohio as applicable to contracts executed and fully performed in the State of Ohio. (f) No waiver of any provision of this Agreement shall be effective unless in writing. The waiver by any party of a breach of this Agreement shall not operate or be construed as a waiver of any subsequent breach. (g) The captions contained in this Agreement have been inserted for convenience of reference only and shall not affect the interpretation of this Agreement. (h) This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. With regard to this Agreement, and any other document relating to the transactions to be consummated under this Agreement, a party's execution may be evidenced by, and a party's delivery may be effected by, facsimile transmission. (i) Each party hereto represents and warrants that it has full authority to execute this agreement, that the representative executing this agreement on its behalf has full authority to do so, that upon the execution hereof, this agreement becomes fully binding on such party and enforceable against such party in accordance with the terms hereof and that no party is under any restriction of any kind against the execution of this agreement or the performance of any obligation stated herein. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first stated above. [Signatures Continued on Separate Page] 26
CADLEROCK JOINT VENTURE, L. P. SIGHT RESOURCE CORPORATION By: CadleRock, Inc., its general partner By: /s/ Victor O. Buente, Jr. By: /s/ Donald L. Radcliff --------------------------------- -------------------------------- Name: Victor O. Buente, Jr. Name: Donald L. Radcliff Title: Vice President Title: Chief Financial Officer CAMBRIDGE EYE ASSOCIATES, INC. DOUGLAS VISION WORLD, INC. By: /s/ Donald L. Radcliff By: /s/ Donald L. Radcliff ----------------------------------------- -------------------------------- Name: Donald L. Radcliff Name: Donald L. Radcliff Title: Chief Financial Officer Title: Chief Financial Officer E. B. BROWN OPTICIANS, INC. EYEGLASS EMPORIUM, INC. By: /s/ Donald L. Radcliff By: /s/ Donald L. Radcliff ----------------------------------------- -------------------------------- Name: Donald L. Radcliff Name: Donald L. Radcliff Title: Chief Financial Officer Title: Chief Financial Officer KENT EYES, INC. f/k/a SHAWNEE OPTICAL, INC. KENT OPTICAL COMPANY By: /s/ Donald L. Radcliff By: /s/ Donald L. Radcliff ----------------------------------------- -------------------------------- Name: Donald L. Radcliff Name: Donald L. Radcliff Title: Chief Financial Officer Title: Chief Financial Officer VISION PLAZA CORP. KENT OPTOMETRIC PROVIDERS, INC, f/k/a KENT OPTOMETRIC PROVIDERS, P.C. By: /s/ Donald L. Radcliff By: /s/ Donald L. Radcliff ----------------------------------------- -------------------------------- Name: Donald L. Radcliff Name: Donald L. Radcliff Title: Chief Financial Officer Title: Chief Financial Officer
27 EX-99.1 4 l08296aexv99w1.txt EXHIBIT 99.1 EXHIBIT 99.1 SIGHT RESOURCE CORPORATION PRESS RELEASE CINCINNATI, OHIO, June 24, 2004 - SIGHT RESOURCE COMPANY (OTC: VISN), a provider of primary eye care products, services, and managed vision care programs, and its wholly owned subsidiaries, each filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code today in the United States Bankruptcy Court for the Southern District of Ohio, Western Division, at Cincinnati, Ohio. No trustee has been appointed, and SRC and its subsidiaries continue to manage their business as debtors in possession. On June 23, 2004, SRC and its subsidiaries entered into an agreement with CadleRock Joint Venture, L.P. ("CadleRock"), pursuant to which CadleRock lent $275,000 to SRC and its subsidiaries. CadleRock is also a pre-filing secured creditor of SRC and its subsidiaries, and the $275,000 loan was made in anticipation of the Chapter 11 filing. That loan, like the other amounts owing by SRC and its subsidiaries to CadleRock, is secured by a security interest in substantially all assets of SRC and its subsidiaries. The $275,000 loan, together with interest thereon, is repayable in ten equal weekly installments beginning on July 6, 2004. SRC also announced that today, prior to the Chapter 11 filing, substantially all of the assets of Kent Optical Company, a wholly owned subsidiary of SRC, were transferred to CadleRock. In consideration of the transfer, the secured debt owing to CadleRock by SRC and its subsidiaries (including Kent Optical) was reduced by $1,175,000. CadleRock immediately resold the assets to third party purchasers for that amount. Apart from the $275,000 loan, the remaining amount of the secured indebtedness (inclusive of interest and fees) owing to CadleRock is approximately $434,000. The scheduled maturity date of the $434,000 is June 30, 2004. The transfer of the Kent Optical assets involved 20 retail optical stores in Michigan. Contemporaneously with the transfer of the assets to CadleRock, the retail leases relating to the 20 locations were assigned by Kent Optical to the purchasers of the assets from CadleRock. Apart from Kent Optical, SRC operates or operated five retail optical chains. Those are Cambridge Eye Associates (Massachusetts and New Hampshire), Vision World (Rhode Island), E. B. Brown Opticians (Ohio and Pennsylvania), Eyeglass Emporium (Indiana) and Vision Plaza (Louisiana and Mississippi). SRC has requested Bankruptcy Court approval of the rejection of leases of 30 of the 32 E. B. Brown Opticians stores, all 15 Vision Plaza stores, the two remaining stores operated under the Kent Optical name, and one Eyeglass Emporium store. As of June 23, 2004, SRC discontinued operations in the stores previously operated in locations covered by the leases as to which approval to reject has been requested. 28 SRC's continuing operations include 19 stores operating under the name Cambridge Eye Associates, six stores operating under the name Vision World, six stores operating under the name Eyeglass Emporium, and one E. B. Brown Opticians store. SRC also stated that it is the subject of an informal inquiry by the Securities and Exchange Commission. SRC is cooperating with the inquiry. Prior to receipt of notice of the inquiry, SRC had announced its inability to complete financial statements and file periodic reports with the SEC for the year ended December 28, 2002 and the first three quarters of fiscal 2003. SRC still has not filed periodic reports for those periods and also has not filed reports for the fiscal year ended December 27, 2003 and the quarter ended March 27, 2004. SRC previously announced that it will be restating its previously published financial statements for the first three quarters of 2002, and that it may be restating results for the fiscal year end of 2001. Under the direction of the Audit Committee of SRC's Board of Directors, an investigation is being conducted of, among other matters, SRC's inability to prepare financial statements and whether such inability, to the extent attributable to unsubstantiated accounting entries, is the result of system error, error in judgment, negligence, intentional action, or other cause. The investigation also covers a review of the Company's internal controls over financial reporting. As already reported, SRC's internal controls over financial reporting appear to have been inadequate and should be strengthened. The investigation has been interrupted by the filing of the Chapter 11 petitions (and SRC's inability to make payments owing to parties assisting in the investigation), but SRC presently intends to petition the Bankruptcy Court for authority to engage counsel and accountants to assist the Audit Committee in continuing the investigation. # # # # # "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Statements contained in this press release which are not historical fact are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. Important factors that could cause our actual results to differ materially from those anticipated in our forward-looking statements include, among other things: (i) the potential adverse impact of the Chapter 11 petitions on SRC's operations, management and employees; (ii) the possibility that available capital resources prove inadequate to allow SRC to continue to operate; (iii) the risk factors or uncertainties listed from time to time in SRC's filings with the Securities and Exchange Commission or its filings with the U.S. Bankruptcy Court in connection with its Chapter 11 petitions, and (iv) matters arising out of the pending investigation by the Audit Committee of SRC's Board of Directors and the informal inquiry being conducted by the Securities and Exchange Commission. SRC does not undertake to update any forward-looking statements in this press release or with respect to matters described herein. Company Contact Carene Kunkler Sight Resource Corporation 513-527-9770 345411.1 29 -----END PRIVACY-ENHANCED MESSAGE-----