FIRST AMENDMENT TO
ASSIGNMENT AND SECURITY AGREEMENT
THIS FIRST AMENDMENT TO ASSIGNMENT AND SECURITY AGREEMENT (this
"Agreement") is made and entered into as of the 1st day of April, 2000, by and
between Prime Medical Operating, Inc., a Delaware corporation ("PMOI"), Prime
RVC, Inc., a Delaware corporation ("Prime RVC"), as assignee of Prime/BDR
Acquisition, L.L.C., a Delaware limited liability company ("Prime BDR") (PMOI
and Prime RVC are referred to herein, jointly and severally, as "Secured Party")
and ▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇ (collectively referred to as the "Debtor").
Unless otherwise defined herein, capitalized terms used herein shall have the
meanings ascribed to them in that certain Assignment and Security Agreement,
dated effective as of September 1, 1999, among PMOI and Prime RVC as assignee of
Prime BDR (the "Assignment and Security Agreement").
Preliminary Statements
Debtor and Secured Party have executed and delivered that certain Stock
Purchase Agreement dated as of September 1, 1999 (the "Stock Purchase
Agreement"), pursuant to which Secured Party purchased from Debtor certain
shares of the $0.01 par value common stock of Horizon Vision Center, Inc, a
Nevada corporation (the "Existing Center").
Debtor pledged the collateral to secure certain obligations and
liabilities that Debtor may now or hereafter have to Secured Party, including,
without limitation, any indemnity obligations arising under the Stock Purchase
Agreement.
The shareholders of the Existing Center, including Debtor, have
determined that it is in their best interests that they, together with Prime
RVC, organize and own Horizon Vision Centers, L.L.C., a Delaware limited
liability company (the "New Center") for the purpose of operating new vision
centers that will provide refractive surgery and related services in the
Northern and Central California area.
In connection with the formation of the New Center, Debtor has agreed
to pledge all of its ownership interest in the New Center as additional
collateral pursuant to the terms and conditions of the Assignment and Security
Agreement.
Statement of Agreement
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and for other good, valuable and binding consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound hereby, agree as follows:
Section 1. Amendments, Additions and Deletions to Agreement.
------------------------------------------------
a. The parties to this Agreement hereby agree to amend Section 1.1(a) of
the Assignment and Security Agreement to read in its entirety as follows:
(a) Shares. From and after the date of this Agreement, (i) all
shares of the common stock of Horizon Vision Centers, Inc., a Nevada
corporation, and all membership interests of Horizon Vision Centers,
L.L.C., a Delaware limited liability company, owned or acquired in any
manner by Debtor (collectively, the "Shares"), (ii) any replacements,
substitutions, or exchanges of the certificates representing the
Shares, and (iii) any and all options, rescission rights, registration
rights, conversion rights, subscription rights, contractual or
quasi-contractual rights, warrants, redemption rights, redemption
proceeds, calls, preemptive rights and all other rights and benefits
pertaining to the Shares;
Section 2. Effect on Existing Agreements. This Agreement is
incorporated into the Assignment and Security Agreement by reference. Other than
as provided in this Agreement, the Assignment and Security Agreement has not
been modified or amended and is in full force and effect. Equity Holder hereby
affirms that it remains a party to the Assignment and Security Agreement (as
amended by this Agreement) after the execution of this Agreement. This Agreement
may be executed in a number of identical counterparts which, taken together,
shall constitute collectively one and the same agreement.
[Signature page follows]
S-1
043838.0009 AUSTIN 189916 v1
SIGNATURE PAGE TO
FIRST AMENDMENT
TO
ASSIGNMENT AND SECURITY AGREEMENT
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
DEBTOR:
▇▇▇▇▇ ▇. ▇▇▇▇▇, III
▇▇▇▇ ▇. ▇▇▇▇▇
SECURED PARTY: PRIME MEDICAL OPERATING, INC.
By:_________________________________
▇▇▇▇▇ ▇▇▇▇▇▇, Treasurer
PRIME/BDR ACQUISITION, L.L.C.
By:_________________________________
▇▇▇▇▇ ▇▇▇▇▇▇, Treasurer
PRIME RVC, INC.
By:_________________________________
▇▇▇▇▇ ▇▇▇▇▇▇, Treasurer