SECOND AMENDMENT SECOND AMENDMENT, dated as of September 13, 2002 (this "AMENDMENT"), to the Amended and Restated Credit Agreement, dated as of May 23, 2002 (as amended, supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT"),...

Exhibit 10.2

SECOND AMENDMENT

SECOND AMENDMENT, dated as of September 13, 2002 (this "AMENDMENT"), to
the Amended and Restated Credit Agreement, dated as of May 23, 2002 (as amended,
supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT"),
among ▇▇▇▇ VISION CORPORATION, a Delaware corporation ("▇▇▇▇ VISION"), THINGS
REMEMBERED, INC., a Delaware corporation ("THINGS REMEMBERED"), and PEARLE,
INC., a Delaware corporation ("Pearle"; ▇▇▇▇ Vision, Things Remembered, and
Pearle each being referred to as a "BORROWER" and collectively as the
"BORROWERS"), the several banks and other financial institutions from time to
time parties thereto (collectively, the "Lenders"), ▇▇▇▇▇▇ COMMERCIAL PAPER
INC., as syndication agent, WACHOVIA BANK,, NATIONAL ASSOCIATION, as
documentation agent, and CANADIAN IMPERIAL BANK OF COMMERCE, a
Canadian-chartered bank acting through its New York Agency, as administrative
agent for the Lenders thereunder (in such capacity, the "ADMINISTRATIVE AGENT").

W I T N E S S E T H:
- - - - - - - - - -

WHEREAS, the Borrowers, the Lenders and the Administrative Agent are
parties to the Credit Agreement;

WHEREAS, the Borrowers and the other Loan Parties have requested that
the Administrative Agent and the Lenders amend the Credit Agreement as set forth
herein; and

WHEREAS, the Administrative Agent and the Lenders are willing to effect
such amendment, but only upon the terms and subject to the conditions set forth
herein;

NOW, THEREFORE, in consideration of the premises and mutual agreements
contained herein, and for other good and valuable consideration, the sufficiency
of which is hereby acknowledged, the Borrowers, the other Loan Parties, the
Lenders and the Administrative Agent hereby agree as follows:

1. DEFINED TERMS. Unless otherwise defined herein, terms defined in the
Credit Agreement shall have such meanings when used herein.

2. AMENDMENTS TO SUBSECTION 1.1.

(a) The definition of "Leverage Ratio" is hereby amended by deleting it
in its entirety and replacing it with the following:

"LEVERAGE RATIO": as of the end of each fiscal quarter of CNG, with
respect to CNG and its Subsidiaries on a Consolidated basis, the ratio
of (a) Total Indebtedness on such date to (b) EBITDA for the twelve month
period ending on such date; PROVIDED HOWEVER that, for purposes of
computing the Leverage Ratio, Total Indebtedness shall be computed without
giving effect to any fair value adjustments for derivative hedge
instruments."

(b) The definition of "Rental Expense" is hereby amended by deleting
it in its entirety and replacing it with the following:

"RENTAL EXPENSE": for any period, the excess, if any, of (i) the
aggregate amount of fixed rentals payable by CNG, the Borrowers and their
Subsidiaries for such period,

determined on a consolidated basis in accordance with GAAP, with respect to
leases (other than Financing Leases) of real and personal property over
(ii) the aggregate amount of fixed rental sublease income received by CNG,
the Borrowers and their Subsidiaries from subleases during such period with
respect to such real and personal property. Notwithstanding the foregoing,
any payment pursuant to a Guarantee Obligation permitted pursuant to
subsection 8.4(g) shall constitute Rental Expense.

3. AMENDMENTS TO SUBSECTION 8.4.

(a) Subsection 8.4(f) of the Credit Agreement is hereby amended by
deleting the period at the end of such subsection and replacing it with a
semicolon followed by the word "and".

(b) Subsection 8.4 of the Credit Agreement is hereby further amended by
inserting a new subsection 8.4(g) to read as follows:

"(g) Guarantee Obligations of Pearle Vision, Inc. or Pearle of
obligations of franchisees of Pearle Vision, Inc. under operating leases of
real property; PROVIDED that any amounts paid pursuant to such Guarantee
Obligations shall constitute Rental Expense."

4. AMENDMENTS TO SUBSECTION 8.9.

(a) Subsection 8.9(g) of the Credit Agreement is hereby amended by
deleting the word "and" at the end of such subsection;

(b) Subsection 8.9 of the Credit Agreement is hereby further amended by
relabelling the current subsection 8.9(h) as subsection 8.9(i).

(c) Subsection 8.9 of the Credit Agreement is hereby further amended by
inserting a new subsection 8.9(h) to read as follows:

"(h) Guarantee Obligations permitted pursuant to subsection 8.4(a),
8.4(e) or 8.4(g); and"

5. REPRESENTATIONS AND WARRANTIES. Each Borrower hereby confirms,
reaffirms and restates the representations and warranties made by it in Section
5 of the Credit Agreement, PROVIDED that each reference to the Credit Agreement
therein shall be deemed to be a reference to the Credit Agreement after giving
effect to this Amendment. Each Borrower represents and warrants that, after
giving effect to this Amendment, no Default or Event of Default has occurred and
is continuing.

6. EFFECTIVENESS. This Amendment shall be effective upon execution and
delivery by each of the Borrowers, the other Loan Parties, the Administrative
Agent and the Majority Lenders.

7. CONTINUING EFFECT OF CREDIT AGREEMENT. This Amendment shall not
constitute a waiver, amendment or modification of any other provision of the
Credit Agreement not expressly referred to herein and shall not be construed as
a waiver or consent to any further or future action on the part of the Borrowers
that would require a waiver or consent of the Lenders or the Administrative
Agent. Except as expressly amended or modified herein, the provisions of the
Credit Agreement are and shall remain in full force and effect.

8. COUNTERPARTS. This Amendment may be executed by one or more of the
parties to this Amendment on any number of separate counterparts (including by
facsimile transmission), and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. A set of the copies of this
Amendment signed by all the parties shall be lodged with the Borrowers and the
Administrative Agent.

9. PAYMENT OF EXPENSES. The Borrowers agree, jointly and severally, to
pay or reimburse the Administrative Agent for all of its out-of-pocket costs and
expenses incurred in connection with the development, preparation and execution
of this Amendment and any other documents prepared in connection herewith, and
the consummation and administration of the transactions contemplated hereby,
including, without limitation, the reasonable fees and disbursements of counsel
to the Administrative Agent.

10. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

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

▇▇▇▇ VISION CORPORATION

By: /s/ ▇. ▇▇▇▇▇▇▇▇
-----------------------------
Title: Treasurer

THINGS REMEMBERED, INC.

By: /s/ ▇. ▇▇▇▇▇▇▇▇
-----------------------------
Title: Treasurer

PEARL, INC.

By: /s/ ▇. ▇▇▇▇▇▇▇▇
-----------------------------
Title: Vice President & Treasurer

CANADIAN IMPERIAL BANK OF
COMMERCE, NEW YORK AGENCY,
as Administrative Agent

By:
-------------------------------
Title:

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

▇▇▇▇ VISION CORPORATION

By:
-----------------------------------
Title:

THINGS REMEMBERED, INC.

By:
-----------------------------------
Title:

PEARLE, INC.

By:
-----------------------------------
Title:

CANADIAN IMPERIAL BANK OF COMMERCE,
NEW YORK AGENCY, as Administrative
Agent

By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
-----------------------------------
Title: Authorized Signatory

CIBC INC.

By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
Title: Executive Director
CIBC World Markets Corp.
As Agent

▇▇▇▇▇▇ COMMERCIAL PAPER INC.

By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Authorized Signatory

WACHOVIA BANK, NATIONAL ASSOCIATION

By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President

KEYBANK NATIONAL ASSOCIATION

By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Senior Vice President

FIFTH THIRD BANK

By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President

The undersigned Guarantors do hereby consent and
agree to the foregoing Amendment:

▇▇▇▇ NATIONAL CORPORATION

By: /s/ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
Title: Vice President & Treasurer

▇▇▇▇ NATIONAL GROUP, INC.

By: /s/ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
Title: Vice President & Treasurer

BAY CITIES OPTICAL COMPANY