First Amended Joint Plan of Reorganization of Vista Eyecare, Inc. and Subsidiaries under Chapter 11
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Vista Eyecare, Inc. and certain subsidiaries have filed a joint plan of reorganization under Chapter 11 bankruptcy in the U.S. Bankruptcy Court for the Northern District of Georgia. The plan outlines how the company will restructure its debts, classify and treat creditor claims, and manage equity interests. It details the process for distributing payments to creditors, handling disputed claims, and reorganizing company management. The plan also sets conditions for its approval and implementation, aiming to allow the company to continue operations while satisfying legal and financial obligations to creditors and stakeholders.
EX-2.1 2 ex21.txt PARENT PLAN OF REORGANIZATION Exhibit 2.1 PARENT PLAN OF REORGANIZATION UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF GEORGIA ATLANTA DIVISION IN RE: : CASE NOS. 00-65214 TO 00-65224 : VISTA EYECARE, INC., F/K/A NATIONAL : CHAPTER 11 VISION ASSOCIATES, LTD., ET AL., : : JUDGE JAMES E. MASSEY : DEBTORS. : JOINTLY ADMINISTERED : FIRST AMENDED JOINT PLAN OF REORGANIZATION UNDER CHAPTER 11, TITLE 11, UNITED STATES CODE, FILED BY VISTA EYECARE, INC. AND CERTAIN OF ITS DEBTOR SUBSIDIARIES ------------------------------------------------------------------- KILPATRICK STOCKTON LLP Dennis S. Meir Joel B. Piassick Michael D. Langford 1100 Peachtree Street Atlanta, Georgia 30309-4530 Telephone: (404) 815-6500 Attorneys for the Debtors
(iii) ARTICLE I. INTRODUCTION Vista Eyecare, Inc., f/k/a National Vision Associates, Ltd., and certain of its debtor subsidiaries, specifically, International Vision Associates, Ltd.; NVAL Healthcare Systems, Inc.; and Vista Optical Express, Inc.; debtors in possession in the above-referenced Chapter 11 Cases (collectively referred to hereinafter as the "Debtors"), propose the following First Amended Joint Plan of Reorganization Under Chapter 11, Title 11, United States Code, Filed by Vista Eyecare, Inc. and Certain of Its Debtor Subsidiaries (the "Plan"). The Debtors commenced these cases by filing voluntary Chapter 11 petitions with the Bankruptcy Court on April 5, 2000. The Debtors have operated as debtors in possession pursuant to Sections 1107 and 1108 of the Bankruptcy Code since the Chapter 11 filings. ARTICLE II. DEFINITIONS The following terms, when used in this Plan, shall have the following respective meanings unless the context otherwise requires: "Administrative Claim" shall mean any Claim for payment of any cost or expense of administration in connection with the Chapter 11 Cases entitled to priority under Sections 503(b), 507(a)(1), or 365(d)(3) of the Bankruptcy Code, including but not limited to, any actual and necessary expense of preserving the Estates of the Debtors, or any of them, any indebtedness, liability, responsibility, or obligation which arose or was incurred or assumed by the Debtors, or any of them, as Debtors in Possession in connection with the conduct of their business or otherwise, or any Claim which arose out of the conduct or activities of the Debtors, or any of them, subsequent to the Petition Date and prior to the Confirmation Date, including, without limitation, all professional compensation and expense reimbursement approved and Allowed by the Bankruptcy Court, any costs of making distributions and providing notices and Ballots with respect to the Plan, and all fees and charges assessed against the Estates pursuant to Section 1930, Title 28, United States Code. Administrative Claims shall not include DIP Financing Claims. "Administrative Claim Bar Date" shall mean the last date established for filing Administrative Claims, as ordered by the Bankruptcy Court. "Administrative, Priority, and Convenience Claims Reserve" has the meaning assigned to such term in Section 8.4 of the Plan. "Affiliate" has the meaning set forth in 11 U.S.C. Section 101(2). "Allowed," with reference to any Claim (except an Administrative Claim), means (a) any Claim against the Debtors, or any of them, that has been or hereafter is listed by any of the Debtors on their Schedules (as such may be amended from time to time in accordance with Bankruptcy Rule 1009) as liquidated in amount and is not listed as disputed, contingent, or unliquidated and for which no proof of claim is filed on or prior to the Bar Date; (b) any Claim 1 against any of the Debtors, proof of which was filed on or before the Bar Date and which is not (i) Disputed within the applicable period of limitation fixed by this Plan, the Bankruptcy Code, the Bankruptcy Rules, or the Bankruptcy Court, (ii) Contingent, (iii) unliquidated, or (iv) filed in an undetermined or unspecified amount; or (c) any Claim against any of the Debtors, the amount or existence of which, if Disputed, has been allowed for purposes of distribution by Final Order of the Bankruptcy Court, but only to the extent of such allowance. Any Claims allowed solely for the purpose of voting on the Plan pursuant to an order of the Bankruptcy Court shall not be considered as "Allowed" for purposes of this definition. Except as otherwise provided in the Plan, with reference to an Administrative Claim, "Allowed" means approval by Final Order, after notice and a hearing pursuant to Section 503(b) of the Bankruptcy Code, of a request for payment of an Administrative Claim. "Available Notes" shall mean all New Senior Notes to be distributed to holders of Allowed General Unsecured Claims, less the number of New Senior Notes deposited into the Disputed Claims Reserve. "Available Shares" shall mean all shares of New Common Stock to be distributed to the holders of Allowed General Unsecured Claims, less the number of shares of New Common Stock deposited into the Disputed Claims Reserve. "Ballots" shall mean each of the ballot forms distributed with the Disclosure Statement to each holder of an Impaired Claim (other than to holders not entitled to vote on the Plan) upon which is to be indicated, among other things, acceptance or rejection of the Plan. "Bankruptcy Code" shall mean 11 U.S.C. Sections 101 et. seq., as now in effect or hereafter amended with retroactive applicability to these Chapter 11 Cases. "Bankruptcy Court" shall mean the United States Bankruptcy Court for the Northern District of Georgia, Atlanta Division. "Bankruptcy Rules" shall mean the Federal Rules of Bankruptcy Procedure, as prescribed by the United States Supreme Court, and local rules of the Bankruptcy Court, as the context may require, as now in effect or hereafter amended with retroactive applicability to these Chapter 11 Cases. "Bar Date" shall mean the last date for filing Claims, established as December 15, 2000, for these Chapter 11 Cases, as ordered by the Bankruptcy Court pursuant to that certain Order and Notice Fixing Time for Filing Proofs of Claim, entered October 13, 2000, or such later date as may be established, pursuant to Bankruptcy Rules 3003(c)(3) and 3002(c)(4), by order of the Bankruptcy Court with respect to Claims related to the rejection of executory contracts and unexpired leases occurring after December 15, 2000. The Bar Date for unexpired leases and executory contracts that are deemed rejected pursuant to Section 9.1 of this Plan shall be thirty (30) days after entry of the Confirmation Order, as provided for in Section 9.2 of this Plan. 2 "Business Day" shall mean any day except Saturday, Sunday, or any other day on which commercial banks are authorized by law in the State of Georgia to close, or any day designated in Bankruptcy Rule 9006(a) as a "legal holiday." "Cash" shall mean cash and cash equivalents. "Chapter 11 Cases" shall mean the Chapter 11 cases commenced by Vista Eyecare, Inc. and its Debtor Subsidiaries, being styled, IN RE: VISTA EYECARE, INC., ET AL., Chapter 11 Case Nos. 00-65214 to 00-65224, Jointly Administered, Judge James E. Massey, currently pending in the Bankruptcy Court. "Claim," as against the Debtors, or any of them, shall mean a right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured; or the right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured, or unsecured. "Class" shall mean a group of Claims or Equity Interests which are substantially similar to each other as classified pursuant to the Plan. "Collateral" means any property or interest in property of the Estates of any of the Debtors subject to a Lien that secures, in whole or in part, whether by agreement, statute, or judicial decree, the payment of a Claim. "Committee" means the Official Committee of Unsecured Creditors appointed by the United States Trustee in the Debtors' Chapter 11 Cases, as constituted from time to time. "Confirmation Date" shall mean the date on which the Bankruptcy Court enters the Confirmation Order. "Confirmation Hearing" means the hearing to consider confirmation of the Plan pursuant to Section 1128 of the Bankruptcy Code, as it may be adjourned or continued from time to time. "Confirmation Order" shall mean the order of the Bankruptcy Court confirming the Plan pursuant to Section 1129 of the Bankruptcy Code. "Consolidated Subsidiaries" shall mean International Vision Associates, Ltd.; NVAL Healthcare Systems, Inc.; and Vista Optical Express, Inc. "Contingent," with reference to a Claim, means a Claim that has not accrued and that is dependent on a future event that may or may not occur. 3 "Convenience Claim" means and includes any Claim which would otherwise be a General Unsecured Claim that (i) is Allowed in an amount of $1,500 or less and (ii) is Allowed in the amount of greater than $1,500 but which is reduced to $1,500 by the election of the holder thereof pursuant to the holder's Ballot. "Creditor" shall mean a Person that has a Claim against any of the Debtors that arose at the time of or before the Petition Date; or a Person that has a Claim against the Estate of any of the Debtors of a kind specified in Sections 502(g), 502(h), or 502(i) of the Bankruptcy Code. "Debt" means liability on a Claim. "Debtor Subsidiaries" shall mean Frame-n-Lens Optical, Inc., Midwest Vision, Inc., New West Eyeworks, Inc., Family Vision Centers, Inc.; Vision Administrators, Inc.; Alexis Holding Company, Inc.; Vista Eyecare Network, LLC; International Vision Associates, Ltd.; NVAL Healthcare Systems, Inc.; and Vista Optical Express, Inc. "Debtors" shall mean Vista Eyecare, Inc., f/k/a National Vision Associates, Ltd.; International Vision Associates, Ltd.; NVAL Healthcare Systems, Inc.; and Vista Optical Express, Inc. "Debtors in Possession" shall mean the Debtors in their capacity as debtors in possession in the Chapter 11 Cases pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code. "DIP Credit Facility" means that certain $25,000,000 Senior Secured, Super-Priority Debtor-in-Possession Loan and Security Agreement, dated as of April 6, 2000, by and among Vista Eyecare, Inc., the Debtor Subsidiaries, and Foothill Capital Corporation, as it may be amended from time to time. "DIP Financing Claims" shall mean all Claims arising under or relating to the DIP Credit Facility and all agreements and instruments relating thereto. "Disclosure Statement" means the First Amended Disclosure Statement to Accompany First Amended Joint Plan of Reorganization Under Chapter 11, Title 11, United States Code, Filed by Vista Eyecare, Inc. and Certain of Its Debtor Subsidiaries and First Amended Joint Plan of Reorganization Under Chapter 11, Title 11, United States Code, Filed by Frame-n-Lens Optical, Inc.; Midwest Vision, Inc.; New West Eyeworks, Inc.; and Certain of Their Debtor Subsidiaries, as approved by the Bankruptcy Court pursuant to Section 1125 of the Bankruptcy Code and Bankruptcy Rule 3017 in connection with this Plan, as such disclosure statement may be modified, amended, or supplemented from time to time, together with all exhibits, schedules, addenda, or other attachments, if any. 4 "Disputed," with reference to a Claim, means (a) any Claim, proof of which was not timely or properly filed and which has been or hereafter is listed on the Schedules of any of the Debtors as unliquidated, disputed, or contingent, or is not listed on the Schedules; (b) any Claim as to which the Debtors, the Committee, or any other party in interest has filed an objection, action to equitably subordinate or otherwise limit recovery thereof, or request for estimation on or prior to the applicable limitation period for objections fixed by the Plan, the Bankruptcy Code, the Bankruptcy Rules, or the Bankruptcy Court, except to the extent that such objection, equitable subordination action, or request for estimation is withdrawn or determined by a Final Order in favor of the holder of such Claim; or (c) any Contingent Claim or any Claim which is unliquidated or filed in an undetermined or unspecified amount. A Claim that is "Disputed" under subsection (b) of the definition shall cease to be a Disputed Claim upon the withdrawal of such objection, equitable subordination action, or request for estimation or a determination thereon by a Final Order in favor of the holder of such Claim but only to the extent such Claim is Allowed. "Disputed Claims Reserve" means any New Senior Notes and shares of New Common Stock issued to the New Notes Indenture Trustee and the Transfer Agent, respectively, for distribution to holders of Disputed Claims on Subsequent Distribution Dates and the Final Distribution Date pursuant to Section 7.3 of the Plan, if and when such Claims are Allowed. "Effective Date" shall be the later of (a) a Business Day determined by the Debtors, not earlier than 5 days nor later than 15 days, after the entry of the Confirmation Order, or (b) the first Business Day on which all of the conditions specified in Sections 10.1 and 10.2 of the Plan have either been satisfied or waived in accordance with Section 10.3 of the Plan. "Equity Interest" or "Interest" means (a) a share in any of the Debtors, whether or not transferable or denominated "stock" or a similar security; (b) interest of a limited partner in a limited partnership or limited liability company; or (b) an option, a warrant, or a right, other than a right to convert, to purchase, sell, or subscribe to a share, security, or interest of a kind specified in subparagraph (a) of this paragraph. "Estates" shall mean the estates created in these Chapter 11 Cases pursuant to Section 541 of the Bankruptcy Code. "Final Distribution Date" means the date on which the Reorganized Debtor makes or causes to be made a final distribution pursuant to Section 7.5 of this Plan. The Final Distribution Date shall be a date, as determined by the Reorganized Debtor, after resolution of all Disputed Claims. "Final Order" shall mean an order or judgment of a court of competent jurisdiction as entered on its docket that has not been reversed, stayed pursuant to Bankruptcy Rule 8005 or any other applicable rule of civil or appellate procedure, modified, or amended, and as to which the time to appeal, petition for certiorari, or seek reargument or rehearing has expired, and as to which no notice of appeal, petition for certiorari, or motion for reargument or 5 rehearing was timely filed, or as to which any right to appeal, petition for certiorari, or seek reargument or rehearing has been waived in writing in a manner satisfactory to the Reorganized Debtor, or, if a notice of appeal, petition for certiorari, motion for reargument or rehearing was timely filed, the order or judgment has been affirmed by the highest court to which the order or judgment was appealed or from which the reargument or rehearing was sought, or certiorari has been denied, and the time to file any further appeal or to petition for certiorari or to seek further reargument or rehearing has expired. "FNL" means Frame-n-Lens Optical, Inc. "General Unsecured Claim" shall mean an Unsecured Claim that is not entitled to priority under Section 507(a) of the Bankruptcy Code. "Impaired" means, when used with reference to a Claim, a Claim that is impaired within the meaning of Section 1124 of the Bankruptcy Code. "Indenture Trustee" means, with respect to the Senior Note Indenture, State Street Bank and Trust Company, in its capacity as trustee under such indenture. "Intercompany Claim" means any Claim held by any Debtor or Affiliate against any other Debtor or Affiliate. "Late Claim" means any Claim filed after the Bar Date applicable to that Claim. "Lien" means charge against or interest in property to secure payment of a Debt or performance of an obligation. "Midwest" means Midwest Vision, Inc. "New Common Stock" means shares of common stock, par value $0.01 per share, of the Reorganized Debtor, authorized pursuant to the certificate of incorporation of the Reorganized Debtor. "New Notes Indenture" means the indenture between the Reorganized Debtor, as issuer, and the New Notes Indenture Trustee, pursuant to which the New Senior Notes will be issued. "New Notes Indenture Trustee" means the bank or trust company that will serve as trustee under the New Notes Indenture. "New Senior Notes" shall mean up to $120 million in promissory notes authorized and to be issued pursuant to the Plan and the Subsidiaries' Plan and the New Notes Indenture, on the terms and subject to the conditions described in Exhibit "A" attached hereto. 6 "New West" means New West Eyeworks, Inc. "Other Priority Claim" shall mean Claims entitled to priority pursuant to Section 507(a) of the Bankruptcy Code (other than Administrative Claims and Priority Tax Claims), including, without limitation, certain Allowed employee compensation Claims of the Debtors' employees incurred within ninety (90) days prior to the Petition Date, as described in Section 507(a)(3) of the Bankruptcy Code, and certain Claims for contributions to an employee benefit plan arising from services rendered within one hundred eighty (180) days prior to the Petition Date, as described in Section 507(a)(4) of the Bankruptcy Code. "Other Secured Claim" shall mean any Claim, other than the DIP Financing Claims, to the extent reflected in the Schedules or a proof of claim filed as a Secured Claim, which is secured by a Lien on Collateral to the extent of the value of such Collateral, as determined in accordance with Section 506(a) of the Bankruptcy Code, or, in the event that such Claim is subject to setoff under Section 553 of the Bankruptcy Code, to the extent of such setoff. "Person" shall mean an individual, a corporation, a partnership, an association, a joint stock company, a joint venture, an estate, a trust, an unincorporated organization, the U.S. Trustee, or a government or any particular subdivision thereof, or other entity. "Petition Date" shall mean April 5, 2000, the date on which the Debtors filed their Chapter 11 petitions with the Bankruptcy Court commencing the Chapter 11 Cases. "Plan" shall mean this First Amended Joint Plan of Reorganization Under Chapter 11, Title 11, United States Code, Filed by Vista Eyecare, Inc. and Certain of Its Debtor Subsidiaries, in its present form or as it may be modified, amended, or supplemented from time to time, together with all exhibits, schedules, addenda, or other attachments, if any. "Priority Tax Claim" means any Unsecured Claim held by a governmental unit entitled to priority in right of payment pursuant to Section 507(a)(8) of the Bankruptcy Code. "Pro Rata" shall mean, at any time, the same proportion that the amount of a Claim in a particular Class bears to the aggregate amount of all Claims (including Disputed Claims) in such Class. "Released Parties" shall have the meaning assigned to such term in Section 11.4 of the Plan. "Reorganized Debtor" shall mean the Debtors, substantively consolidated with and into Vista Eyecare, Inc. (to be renamed National Vision Associates Inc. or such other name as may be designated by the Debtors) by the Bankruptcy Court on and after the Effective Date, as described in Section 6.1 of the Plan, which entity shall be, and the Confirmation Order shall so provide, the successor to the Debtors, and each of them, for all purposes. 7 "Schedules" shall mean the schedules of assets and liabilities filed by the Debtors with the Bankruptcy Court pursuant to Section 521(1) of the Bankruptcy Code as they have been or may be amended or supplemented from time to time in accordance with Bankruptcy Rule 1009. "Secured Claim" shall mean a Claim which is a secured claim as defined in Section 506 of the Bankruptcy Code. "Senior Note Claims" shall mean all Claims directly or indirectly arising from or under or related in any way to the Senior Note Indenture, the Senior Notes, and any of the documents, instruments, and agreements relating thereto, as amended, supplemented, or modified. "Senior Note Indenture" means that certain Indenture, dated as of October 8, 1998, between National Vision Associates, Ltd., now known as Vista Eyecare, Inc., as issuer; each of the Debtor Subsidiaries (with the exception of Vista Optical Express, Inc.), and nondebtors International Vision Associates of Ontario, Ltd. and International Vision Associates of Canada, Ltd., as guarantors; and State Street Bank and Trust Company, as Indenture Trustee, pursuant to which the Senior Notes were issued, together with any amendments or supplements thereto. "Senior Noteholders" shall mean the holders of the Senior Notes. "Senior Notes" shall mean the $125,000,000 12 3/4% Senior Notes, due 2005, of National Vision Associates, Ltd., now known as Vista Eyecare, Inc., issued and outstanding pursuant to the Senior Note Indenture, together with any amendments or supplements thereto. "Subordinated Claim" means any Claim (a) payment of which is subordinated in right of treatment or payment to other Claims under an agreement enforceable under applicable non-bankruptcy law, but only to the extent provided in such agreement, (b) for reimbursement or contribution of an entity that is liable with the Debtors, or any of them, on another Creditor's Allowed Claim unless and until such Claim is paid in full; or (c) subordinated in right of treatment or payment pursuant to Sections 509(c) or 510 of the Bankruptcy Code. "Subsequent Distribution" means any distribution of Available Shares or Available Notes made to the holders of Allowed General Unsecured Claims on a Subsequent Distribution Date in accordance with Section 7.4 of the Plan. "Subsequent Distribution Date" means any date, as determined by the Reorganized Debtor, which is after the Effective Date and prior to the Final Distribution Date on which a distribution of Available Shares or Available Notes is made to holders of Allowed General Unsecured Claims in accordance with Section 7.4 of the Plan. 8 "Subsidiaries' Plan" means the First Amended Joint Plan of Reorganization Under Chapter 11, Title 11, United States Code, Filed by Frame-n-Lens Optical, Inc.; Midwest Vision, Inc.; New West Eyeworks, Inc.; and Certain of Their Debtor Subsidiaries. "Transfer Agent" means the transfer agent for the New Common Stock. "Unsecured Claim" shall mean a Claim for which no property of any of the Debtors' Estates serves as security or Collateral. "U.S. Trustee" shall mean the United States Trustee appointed pursuant to Section 581, Title 28, United States Code, to serve in the Northern District of Georgia. "Vista" means Vista Eyecare, Inc. In addition to the definitions set forth hereinabove, and insofar as not inconsistent or in conflict with said definitions, the words in this Plan (whether capitalized or not) shall have the meanings ascribed thereto by the Bankruptcy Code and the Bankruptcy Rules. As used in this Plan, masculine pronouns shall be deemed to include the feminine and neuter, and all terms used in the singular shall include the plural and vice versa. The words "herein," "hereof," and "hereunder" and any other words of similar import refer to the Plan as a whole, including all exhibits attached to this Plan, as the same may from time to time be amended or supplemented, and not to any particular article, section, or subdivision contained in the Plan. ARTICLE III. CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS In accordance with Section 1123(a)(1) of the Bankruptcy Code, Administrative Claims and Priority Tax Claims have not been classified for purposes of voting or receiving distributions under the Plan. Instead, all such Claims are treated as unclassified Claims on the terms set forth in Article IV of the Plan. All other Claims against and Equity Interests in the Debtors are placed in the Classes set forth below. A Claim is in a particular Class only to the extent that the Claim qualifies within the description of that Class, and (unless otherwise noted herein) is in a different Class to the extent that the remainder of the Claim qualifies within the description of some other Class. A Claim is also placed in a particular Class for the purpose of receiving distributions pursuant to the Plan only to the extent that such Claim is an Allowed Claim in that Class and such Claim has not been paid, released, or otherwise settled prior to the Effective Date. The Classes of Claims of Creditors and holders of Equity Interests under this Plan are as follows: Class 1 consists of all Other Priority Claims. Class 2 consists of all DIP Financing Claims. Class 3 consists of all Other Secured Claims. 9 Class 4 consists of all Convenience Claims. Convenience Claims are classified only in Class 4 of this Plan and shall not receive treatment under any other Classes. Class 5 consists of all General Unsecured Claims, excluding any Convenience Claims, Late Claims, Subordinated Claims, and Intercompany Claims. Class 6 consists of all Late Claims and Subordinated Claims. Such Claims are classified only in Class 6 of the Plan and shall not receive treatment under any other Classes. Class 7 consists of all Intercompany Claims. Intercompany Claims are classified only in Class 7 of this Plan and shall not receive treatment under any other Classes. Class 8 consists of all Equity Interests. ARTICLE IV. TREATMENT OF UNCLASSIFIED ADMINISTRATIVE CLAIMS AND PRIORITY TAX CLAIMS SECTION 4.1. ADMINISTRATIVE CLAIMS. Except to the extent that any entity entitled to payment of any Allowed Administrative Claim agrees to a different treatment, each holder of an Allowed Administrative Claim shall receive (a) Cash in an amount equal to such Allowed Administrative Claim on the later of the Effective Date and the date such Administrative Claim becomes an Allowed Administrative Claim, or as soon after allowance as is practicable, or (b) such other treatment as the Debtors or the Reorganized Debtor and such holder shall have agreed upon in writing. Before payment by the Debtors of an Administrative Claim, a Person asserting an Administrative Claim must comply with the requisites of Section 503 of the Bankruptcy Code; provided however, no request for payment shall be required with respect to Administrative Claims that have been incurred prior to the Confirmation Date, the obligation of which is liquidated and non-contingent and was incurred by any of the Debtors in the ordinary course of their business and the administration of their respective Estates prior to the Confirmation Date. With respect to all other Administrative Claims, a request for payment must be filed by the claimant with the Bankruptcy Court on or prior to the Administrative Claim Bar Date established by the Bankruptcy Court or such claim shall be disallowed and forever barred, with the exception of fees and other charges and expenses of professionals of the Debtors and the Committee employed under Sections 327, 328, and 1103 of the Bankruptcy Code and members of the Committee for their expenses incurred in service on the Committee, which are dealt with in the next paragraph. SECTION 4.2. PROFESSIONAL AND COMMITTEE MEMBER COMPENSATION AND REIMBURSEMENT CLAIMS. All professionals of the Debtors and the Committee and members of the Committee seeking an award by the Bankruptcy Court of compensation for services rendered or reimbursement of expenses incurred through and including the Effective Date (a) shall file with the Bankruptcy Court their respective final applications for allowance of compensation for services rendered and reimbursement of expenses incurred through the Effective Date by the date that is 60 days after the Effective Date or such other date as may be fixed by the Bankruptcy Court and (b) if granted, such an award by the 10 Bankruptcy Court shall be paid in full in such amounts as are awarded by the Bankruptcy Court (i) on the date such Administrative Claim becomes an Allowed Administrative Claim, or as soon after allowance as is practicable or (ii) upon such other terms as may be mutually agreed upon between such holder of an Administrative Claim and the Debtors in Possession or, on and after the Effective Date, the Reorganized Debtor. All professional fees and expenses incurred by the Debtors or the Reorganized Debtor after the Effective Date shall be paid in the ordinary course of business of the Debtors or the Reorganized Debtor, without the need for filing a fee application. The Bankruptcy Court shall retain jurisdiction to resolve any dispute with respect to the payment of any such fees or expenses upon application by the affected professional. SECTION 4.3. PRIORITY TAX CLAIMS. Except to the extent that a holder of an Allowed Priority Tax Claim agrees to a less favorable treatment, each holder of an Allowed Priority Tax Claim shall receive, at the sole option of the Reorganized Debtor, in full and final satisfaction of such Claim: (a) Cash in an amount equal to such Allowed Priority Tax Claim on the later of the Effective Date and the date such Priority Tax Claim becomes an Allowed Priority Tax Claim, or as soon after allowance as is practicable, or (b) over a period through the sixth anniversary of the date of assessment of such Allowed Priority Tax Claim, equal annual Cash payments in an aggregate amount equal to such Allowed Priority Tax Claim, together with interest (i) with respect to federal taxes, at a fixed annual rate equal to the federal statutory rate as provided in 26 U.S.C. Section 6621; and (ii) with respect to state and city taxes, at the rate applicable under state or local law. A holder of a Claim who has asserted such Claim against more than one Debtor or against a Debtor and any of FNL, Midwest, or New West, or any of their subsidiaries, arising from or related to the same obligation, transaction, occurrence, claim, or cause of action (whether the basis for the asserted liability or obligation arises from contract, guarantee, or operation of law) shall be treated as having a single Claim for purposes of distribution under this Plan and the Subsidiaries' Plan. ARTICLE V. TREATMENT OF CLASSIFIED CLAIMS AND EQUITY INTERESTS, IMPAIRMENT, VOTING, AND CRAMDOWN SECTION 5.1. CLASS 1 - OTHER PRIORITY CLAIMS. (a) Distributions. Except to the extent that a holder of an Allowed Other Priority Claim shall have agreed in writing to a less favorable treatment, each holder of an Allowed Other Priority Claim shall receive payment in an amount equal to such Allowed Claim in full in Cash on the later of (i) the Effective Date and (ii) the date when such Other Priority Claim becomes an Allowed Claim, or as soon after allowance as is practicable, in full and final satisfaction of such Claim. A holder of a Claim who has asserted such Claim against more than one Debtor or against a Debtor and any of FNL, Midwest, or New West, or any of their subsidiaries, arising from or related to the same obligation, transaction, occurrence, claim, or cause of action (whether the basis for the asserted liability or obligation arises from contract, guarantee, or operation of law) shall be treated as having a single Claim for purposes of distribution under this Plan and the Subsidiaries' Plan. 11 (b) Impairment and Voting. Class 1 is unimpaired under the Plan. Holders of Allowed Claims in Class 1 are presumed to accept the Plan and are not entitled to vote to accept or reject the Plan. SECTION 5.2. CLASS 2 - DIP FINANCING CLAIMS. (a) Distributions. Except to the extent that a holder of an Allowed Claim in this Class shall have agreed in writing to a less favorable treatment, on the Effective Date of the Subsidiaries' Plan, each holder of a DIP Financing Claim shall receive payment in full in Cash, in full and final satisfaction of such Claim. A holder of a Claim who has asserted such Claim against more than one Debtor or against a Debtor and any of FNL, Midwest, or New West, or any of their subsidiaries, arising from or related to the same obligation, transaction, occurrence, claim, or cause of action (whether the basis for the asserted liability or obligation arises from contract, guarantee, or operation of law) shall be treated as having a single Claim for purposes of distribution under this Plan and the Subsidiaries' Plan. (b) Impairment and Voting. Class 2 is unimpaired under the Plan. Each holder of a DIP Financing Claim is presumed to accept the Plan and is not entitled to vote to accept or reject the Plan. SECTION 5.3. CLASS 3 - OTHER SECURED CLAIMS. (a) Distributions. Except to the extent that a holder of an Allowed Other Secured Claim shall have agreed in writing to a less favorable treatment, at the sole option of the Debtors, (i) each Allowed Other Secured Claim shall be reinstated and rendered unimpaired in accordance with Section 1124(2) of the Bankruptcy Code, notwithstanding any contractual provision or applicable nonbankruptcy law that entitles the holder of an Allowed Other Secured Claim to demand or receive payment of such Allowed Other Secured Claim prior to the stated maturity of such Allowed Other Secured Claim from and after the occurrence of a default, (ii) each holder of an Allowed Other Secured Claim shall receive Cash in an amount equal to such Allowed Other Secured Claim, including any interest on such Allowed Other Secured Claim required to be paid pursuant to Section 506(b) of the Bankruptcy Code, on the later of the Effective Date and the date such Allowed Other Secured Claim becomes an Allowed Other Secured Claim, or as soon after allowance as is practicable, or (iii) each holder of an Allowed Other Secured Claim shall receive the Collateral securing its Allowed Other Secured Claim and any interest on such Allowed Other Secured Claim required to be paid pursuant to Section 506(b) of the Bankruptcy Code, in full and complete satisfaction of such Allowed Other Secured Claim on the later of the Effective Date and the date such Allowed Other Secured Claim becomes an Allowed Other Secured Claim, or as soon after allowance as is practicable, in full and final satisfaction of such Claim. A holder of a Claim who has asserted such Claim against more than one Debtor or against a Debtor and any of FNL, Midwest, or New West, or any of their subsidiaries, arising from or related to the same obligation, transaction, occurrence, claim, or cause of action (whether the basis for the asserted liability or obligation arises from contract, guarantee, or operation of law) shall be treated as having a single Claim for purposes of distribution under this Plan and the Subsidiaries' Plan. 12 (b) Impairment and Voting. Class 3 is unimpaired under the Plan. The holders of Allowed Claims in Class 3 are presumed to accept the Plan and are not entitled to vote to accept or reject the Plan. SECTION 5.4. CLASS 4 - CONVENIENCE CLAIMS. (a) Distributions. Except to the extent that a holder of an Allowed Claim in this Class shall have agreed in writing to a less favorable treatment, each holder of an Allowed Convenience Claim in Class 4 shall receive Cash in an amount equal to 75% of such Allowed Convenience Claim on the later of (i) the Effective Date, or (ii) 30 days after the date on which such Claim becomes an Allowed Convenience Claim, or as soon after allowance as is practicable, in full and final satisfaction of such Claim. A holder of a Claim who has asserted such Claim against more than one Debtor or against a Debtor and any of FNL, Midwest, or New West, or any of their subsidiaries, arising from or related to the same obligation, transaction, occurrence, claim, or cause of action (whether the basis for the asserted liability or obligation arises from contract, guarantee, or operation of law) shall be treated as having a single Claim for purposes of distribution under this Plan and the Subsidiaries' Plan. (b) Impairment and Voting. Class 4 is Impaired under the Plan. The holders of Allowed Convenience Claims in Class 4 are entitled to vote to accept or reject the Plan. (c) Election to be Treated as a Convenience Claim. By checking the appropriate box on a timely cast Ballot, the holder of an Allowed General Unsecured Claim in an amount greater than $1,500 may elect to reduce the amount of its Allowed General Unsecured Claim to $1,500 and to receive a distribution upon such Allowed Class 4 Convenience Claim of 75% of such reduced amount, which would be $1,125 (i.e., 75% of $1,500). Such an election shall constitute a waiver of the right to collect, and a release of, the amount of the Allowed General Unsecured Claim in excess of $1,500, and the holder of such Allowed Class 4 Convenience Claim shall be deemed to have released the Reorganized Debtor, the Debtors and their Estates, and their property from any and all liability for the amount in excess of $1,500. The holder of an Allowed General Unsecured Claim which timely elects to reduce the amount of its Allowed Claim to $1,500 shall be deemed to be the holder of an Allowed Class 4 Convenience Claim for classification, voting, and all other purposes under the Plan. SECTION 5.5. CLASS 5 - GENERAL UNSECURED CLAIMS. (a) Distributions. Except to the extent that a holder of an Allowed Claim in this Class shall have agreed in writing to a less favorable treatment, each holder of an Allowed General Unsecured Claim (excluding Convenience Claims, Late Claims, Subordinated Claims, and Intercompany Claims) in Class 5 under this Plan and Class 5 under the Subsidiaries' Plan shall receive its Pro Rata share of (i) Available Notes and (ii) Available Shares, in full and final satisfaction of such Claim. Each holder of a Class 5 Allowed General Unsecured Claim will receive its distribution on the later of (i) the Effective Date, or (ii) 30 days after the date on which such Claim becomes an Allowed General Unsecured Claim, or as soon after allowance as is practicable. 13 If, after the Effective Date, any further Available Shares or Available Notes are available from the release of New Common Stock or New Senior Notes from the Disputed Claims Reserve, then each holder of an Allowed General Unsecured Claim (excluding Convenience Claims, Late Claims, Subordinated Claims, and Intercompany Claims) will receive on a Subsequent Distribution Date, if any, and the Final Distribution Date, Available Shares and Available Notes on account of its Allowed General Unsecured Claim in accordance with this Section 5.5 and Sections 7.4 and 7.5 of the Plan. A holder of a Claim who has asserted such Claim against more than one Debtor or against a Debtor and any of FNL, Midwest, or New West, or any of their subsidiaries, arising from or related to the same obligation, transaction, occurrence, claim, or cause of action (whether the basis for the asserted liability or obligation arises from contract, guarantee, or operation of law) shall be treated as having a single Claim for purposes of distribution under this Plan and the Subsidiaries' Plan. (b) Impairment and Voting. Class 5 is Impaired under the Plan. Each holder of an Allowed General Unsecured Claim in Class 5 is entitled to vote to accept or reject the Plan. SECTION 5.6. CLASS 6 - LATE CLAIMS AND SUBORDINATED CLAIMS. (a) Distributions. Each holder of a Class 6 Claim shall receive no distribution on account of its Class 6 Claim. (b) Impairment and Voting. Class 6 is Impaired under the Plan. Because the holders of Class 6 Claims are receiving no distributions, they are conclusively presumed to have rejected the Plan in accordance with Section 1126(g) of the Bankruptcy Code and are not entitled to vote to accept or reject the Plan. SECTION 5.7. CLASS 7 - INTERCOMPANY CLAIMS. (a) Distributions. Each holder of a Class 7 Claim shall receive no distribution on account of its Class 7 Claim. (b) Impairment and Voting. Class 7 is Impaired under the Plan. Because the holders of Class 7 Claims are receiving no distributions, they are conclusively presumed to have rejected the Plan in accordance with Section 1126(g) of the Bankruptcy Code and are not entitled to vote to accept or reject the Plan. SECTION 5.8. CLASS 8 - EQUITY INTERESTS. (a) Distributions. The holders of Class 8 Equity Interests shall receive no distributions whatsoever on account of such Equity Interests. All Equity Interests in each of the Debtors shall be canceled on the Effective Date. (b) Impairment and Voting. Class 8 is Impaired under the Plan. Because the holders of Equity Interests are receiving no distributions, they are 14 conclusively presumed to have rejected the Plan in accordance with Section 1126(g) of the Bankruptcy Code and are not entitled to vote to accept or reject the Plan. SECTION 5.9. IMPAIRED AND UNIMPAIRED CLASSES. Classes 4, 5, 6, 7, and 8 are Impaired under the Plan. Classes 1, 2, and 3 are unimpaired under the Plan. SECTION 5.10. CLASSES ENTITLED TO VOTE. Each Impaired Class of Claims or Equity Interests shall be entitled to vote separately to accept or reject this Plan; provided however, that Classes 6, 7, and 8 are deemed to have rejected the Plan and thus are not entitled to vote on the Plan. Any unimpaired Classes of Claims or Equity Interests are deemed to have accepted the Plan under the provisions of Section 1126(f) of the Bankruptcy Code and shall not be entitled to vote to accept or reject this Plan. Accordingly, the Debtors will not solicit acceptances of the Plan from unimpaired Classes. Any Person electing to reduce a Claim to $1,500 on the Ballot and have the Claim treated as a Convenience Claim will vote only in Class 4 under this Plan. SECTION 5.11. CLASS ACCEPTANCE REQUIREMENTS. A Class of Claims shall have accepted this Plan if it is accepted by at least two-thirds (2/3) in amount and more than one-half (1/2) in number of the Claims of such Class that are allowed to vote and have voted on this Plan. SECTION 5.12. 11 U.S.C. SECTION 1129. Because Classes 6, 7, and 8 are deemed to have rejected the Plan, the Debtors, as proponents of the Plan, request that the Bankruptcy Court confirm this Plan with respect to such Classes in accordance with Section 1129(b) of the Bankruptcy Code, the cramdown provision. If any other Impaired Class fails to accept this Plan in accordance with Section 1129(a) of the Bankruptcy Code, this Plan shall constitute a request by the Debtors that the Bankruptcy Court confirm this Plan pursuant to Section 1129(b) of the Bankruptcy Code. SECTION 5.13. SEPARATE VOTING BY HOLDERS OF CLAIMS AGAINST EACH DEBTOR. The Estate of each Debtor shall be deemed to have the Claims classified as provided in Article III. Separate ballots will be cast with respect to Claims asserted against each Debtor. Voting results shall be determined separately for each Debtor. ARTICLE VI. IMPLEMENTATION OF THE PLAN SECTION 6.1. SUBSTANTIVE CONSOLIDATION. The Plan contemplates and is predicated upon the entry by the Bankruptcy Court of an order providing for the substantive consolidation on the Effective Date of the three Consolidated Subsidiaries and their Estates with and into Vista Eyecare, Inc. and its Estate. Pursuant thereto, the assets and liabilities of the Consolidated Subsidiaries shall be deemed merged with and all Claims against any of such entities shall be deemed liabilities of Vista Eyecare, Inc., as Reorganized Debtor, and satisfied in accordance with this Plan. Pursuant to the substantive consolidation order, on the Effective Date: (a) all assets and all liabilities of the Debtors will be treated as though the Debtors were merged; (b) any obligation of any Debtor and all guarantees thereof executed by one or more of the Debtors will be deemed to 15 be one obligation of the consolidated Debtors; (c) any Claims filed or to be filed in connection with any such obligation and such guarantees will be deemed one Claim against the consolidated Debtors; (d) each and every Claim filed in the individual case of any of the Debtors will be deemed filed against the consolidated Debtors in the consolidated case; and (e) for purposes of determining the availability of the right of setoff under Section 553 of the Bankruptcy Code, the Debtors shall be treated as one entity so that, subject to the other provisions of Section 553 of the Bankruptcy Code, debts due to any of the Debtors may be set off against the debts of any of the Debtors. SECTION 6.2. DIRECTORS AND OFFICERS OF THE REORGANIZED DEBTOR. (a) Board of Directors. As of the Effective Date, the board of directors of the Reorganized Debtor shall initially consist of 5 members to be selected by the Committee, whose names shall be disclosed on or before the date of the Confirmation Hearing. The board of directors of the Reorganized Debtor will select a chairman at its initial meeting. (b) Officers of the Reorganized Debtor. The officers of Vista Eyecare, Inc. immediately prior to the Effective Date shall serve as the initial officers of the Reorganized Debtor on and after the Effective Date. Such officers may continue to serve in accordance with such terms as may be negotiated with the Reorganized Debtor and applicable nonbankruptcy law. The employee severance program that was approved by the Bankruptcy Court in its Order Authorizing and Approving Employee Severance Program, entered in the Chapter 11 Cases on April 18, 2000, shall be binding upon the Reorganized Debtor, as the successor to the Debtors, through and including one year after the Effective Date. SECTION 6.3. SECURITIES TO BE ISSUED PURSUANT TO THE PLAN. (a) New Common Stock. On the Effective Date, the issuance by the Reorganized Debtor of 10,000,000 shares of New Common Stock is hereby authorized without further act or action under applicable law, regulation, rule, or order. On the Effective Date, the Reorganized Debtor will actually issue 5,000,000 of the 10,000,000 in authorized shares of New Common Stock. Each share of New Common Stock will entitle its holder to one vote, with no cumulative voting rights. Holders of New Common Stock will have the right to participate proportionately in any dividends distributed by the Reorganized Debtor. Each holder of at least five percent (5%) of New Common Stock will not offer, sell, contract to sell, or otherwise dispose of any shares of New Common Stock for a period of three years from the Effective Date without the prior written consent of Vista, as Reorganized Debtor. (b) New Senior Notes. The New Senior Notes will be issued by the Reorganized Debtor pursuant to the New Notes Indenture, which will be qualified under the Trust Indenture Act of 1939, as amended. An indenture trustee will be selected prior to the Confirmation Hearing. A summary of the principal terms and conditions of the New Senior Notes, which is subject to amendment pursuant to agreement among the Debtors and the Committee, is attached hereto as Exhibit "A." 16 SECTION 6.4. REORGANIZED DEBTOR'S INCENTIVE PLAN. On or after the Effective Date, the board of directors of the Reorganized Debtor may adopt an incentive plan which may include options to acquire shares of New Common Stock to be granted to its officers and directors. SECTION 6.5. CANCELLATION AND SURRENDER OF EXISTING SECURITIES AND AGREEMENTS. On the Effective Date, the Senior Notes and Equity Interests in any of the Debtors shall be deemed canceled, terminated, and of no further force and effect without any further action on the part of the Bankruptcy Court, the Debtors, or any other Person. The holders of instruments, securities, and other documentation evidencing such canceled Senior Notes and Equity Interests, including the Senior Note Indenture (except as provided in Section 7.1), shall have no rights arising from or relating to such instruments, securities, and other documentation or the cancellation thereof, except the rights provided pursuant to the Plan. All obligations of the Debtors under the Senior Note Indenture shall terminate as of the Effective Date except as to any obligation to pay expenses of the Indenture Trustee for distributions as contemplated by Sections 7.1 and 7.8 of the Plan. SECTION 6.6. APPLICABILITY OF SECTION 1125 OF THE BANKRUPTCY CODE. The protection afforded by Section 1125(e) of the Bankruptcy Code with respect to the solicitation of acceptances or rejections of the Plan and with regard to the offer, issuance, sale, or purchase of the New Common Stock and the New Senior Notes, shall apply to the full extent provided by law, and the entry of the Confirmation Order shall constitute the Bankruptcy Court's determination that the Debtors, the Reorganized Debtor, and the Committee, and each of their respective officers, directors, partners, employees, members, agents, attorneys, accountants, or other professionals, shall have acted in good faith and in compliance with the applicable provisions of the Bankruptcy Code pursuant to Section 1125(e) thereof. SECTION 6.7. BANKRUPTCY CODE SECTION 1145 EXEMPTION. Pursuant to, in accordance with, and solely to the extent provided under Section 1145 of the Bankruptcy Code, the issuance of New Senior Notes and New Common Stock to the Debtors' Creditors under the Plan is exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended, and any state or local law requiring registration for offer or sale of a security or registration or licensing of an issuer of, underwriter of, or broker or dealer in such New Senior Notes and New Common Stock and is deemed to be a public offering of New Senior Notes and New Common Stock. ARTICLE VII. PROVISIONS GOVERNING DISTRIBUTIONS SECTION 7.1. DELIVERY OF DISTRIBUTIONS. Except as may otherwise be specifically provided, distributions made under the Plan shall be in exchange for and in complete satisfaction, discharge, and release of all Claims of any nature whatsoever against the Reorganized Debtor and the Debtors or any of their respective Estates, assets, or properties. Distributions under the Plan shall be deemed made by the Reorganized Debtor or its designees to the holders of Allowed Claims when deposited in the United States mail, first class postage prepaid and directed to the Creditor at the address denominated in the proof of claim filed 17 with the Bankruptcy Court, or if the Creditor has not filed a proof of claim, to the Creditor at the address listed in the Debtors' Schedules, or to such other address as the Creditor shall provide in writing to the Reorganized Debtor in accordance with the notice provisions detailed in this Plan; provided however, that all distributions to the holders of Allowed Senior Note Claims shall be made in accordance with the Senior Note Indenture. The Reorganized Debtor shall cause distributions of New Senior Notes and New Common Stock to be made initially to the New Notes Indenture Trustee and the Transfer Agent, respectively, who shall make the distributions to the holders of Allowed General Unsecured Claims or, in the case of holders of Allowed Senior Note Claims, to the Indenture Trustee for further distribution to individual holders of Allowed Senior Note Claims in accordance with the Senior Note Indenture. Notwithstanding any provisions in the Plan to the contrary, the Senior Note Indenture will continue in effect to the extent necessary to allow the Indenture Trustee to receive and make distributions pursuant to the Plan on account of Allowed Senior Note Claims. SECTION 7.2. EFFECTIVE DATE DISTRIBUTION. On the Effective Date, or as soon thereafter as practicable, the then Available Notes and Available Shares shall be distributed on a Pro Rata basis to the holders of Allowed General Unsecured Claims in Class 5. A Disputed Claims Reserve will be established for those Claims in Class 5 that are not yet resolved and Allowed on the Effective Date. SECTION 7.3. DISPUTED CLAIMS RESERVE. On the date on which the Reorganized Debtor makes or causes to be made the initial distribution to holders of Allowed General Unsecured Claims pursuant to Sections 7.1 and 7.2 of the Plan, the Reorganized Debtor shall deposit or cause to be deposited with the New Notes Indenture Trustee an aggregate number of New Senior Notes and with the Transfer Agent an aggregate number of shares of New Common Stock sufficient to distribute to each holder of a Disputed General Unsecured Claim (i) the number of New Senior Notes and shares of New Common Stock that such holder would have been entitled to receive under the Plan if such Claim had been an Allowed General Unsecured Claim on the date of such initial distribution, or (ii) such amount as the Bankruptcy Court may otherwise order (the "Disputed Claims Reserve"). New Senior Notes and shares of New Common Stock shall be withheld by the New Notes Indenture Trustee and the Transfer Agent, respectively, and reserved for distribution to holders of Disputed Claims until such time as such notes and/or shares are distributed to holders of Allowed Claims. Until such distribution, shares of New Common Stock held for the benefit of holders of Disputed General Unsecured Claims shall be treated as treasury stock for voting purposes. The holder of a Disputed General Unsecured Claim that becomes an Allowed Claim subsequent to the Effective Date shall receive a distribution of New Senior Notes and New Common Stock from the Disputed Claims Reserve as soon thereafter as is practicable. Such distributions shall be made in accordance with the Plan based on the distributions that would have been made to such holder under the Plan if the Disputed General Unsecured Claim had been an Allowed Claim on or prior to the Effective Date. If at any time or from time to time after the Effective Date, there shall be New Senior Notes and/or shares of New Common Stock in the Disputed Claims Reserve in an amount in excess of the amount which the Reorganized Debtor is required at such time to reserve on account of Disputed General Unsecured Claims under the Plan or pursuant to any 18 Order of the Bankruptcy Court, such excess shares of New Common Stock and excess New Senior Notes shall become available for distribution in accordance with the Plan. SECTION 7.4. DISTRIBUTIONS ON SUBSEQUENT DISTRIBUTION DATES. Unless otherwise provided in the Plan, to the extent there are Available Shares or Available Notes subsequent to the Effective Date as a result of the release of shares of New Common Stock and New Senior Notes from the Disputed Claims Reserve in accordance with Section 7.3 of the Plan or the return of unclaimed, undeliverable or time-barred distributions to holders of Allowed General Unsecured Claims pursuant to Section 7.16 of the Plan, the Reorganized Debtor shall cause the Transfer Agent and the New Notes Indenture Trustee to distribute on a Subsequent Distribution Date such Available Shares and Available Notes to the holders of General Unsecured Claims entitled thereto that were Allowed on the Effective Date, or subsequently have become Allowed on or before such Subsequent Distribution Date, in amounts necessary to cause such holders to have received aggregate distributions of shares of New Common Stock and New Senior Notes in respect of such Allowed General Unsecured Claims equal to the distributions that such holders would have received in respect of such Allowed General Unsecured Claims on the Effective Date if (i) such Available Shares and Available Notes had been available for distribution on the Effective Date, (ii) such Allowed General Unsecured Claims had been Allowed on the Effective Date in the amounts in which they are Allowed on such Subsequent Distribution Date, and (iii) Claims or portions thereof that have become disallowed subsequent to the Effective Date and on or before such Subsequent Distribution Date had been disallowed on the Effective Date. Notwithstanding the foregoing, no distribution under this Section 7.4 will be made if, in the discretion of the Reorganized Debtor, there are not sufficient Available Shares and Available Notes to make a cost-efficient distribution, taking into account the size of the distribution to be made and the number of recipients of such distribution. SECTION 7.5. DISTRIBUTIONS ON THE FINAL DISTRIBUTION DATE. Unless otherwise provided in this Plan, to the extent there are Available Shares and Available Notes subsequent to the Effective Date as a result of the release of shares of New Common Stock and New Senior Notes from the Disputed Claims Reserve in accordance with Section 7.3 of the Plan or the return of unclaimed, undeliverable or time-barred distributions to holders of Allowed General Unsecured Claims pursuant to Section 7.16 of the Plan, the Reorganized Debtor shall cause the Transfer Agent and the New Notes Indenture Trustee to distribute on the Final Distribution Date all such Available Shares and Available Notes to the holders of General Unsecured Claims entitled thereto that were Allowed on the Effective Date, or subsequently have become Allowed on or before the Final Distribution Date, in amounts necessary to cause such holders to have received aggregate distributions of shares of New Common Stock and New Senior Notes in respect of such Allowed Claims equal to the distributions that such holders would have received in respect of such Allowed General Unsecured Claims on the Effective Date if (i) such Available Shares and Available Notes had been available for distribution on the Effective Date, (ii) such Allowed General Unsecured Claims had been Allowed on the Effective Date in the amounts in which they are Allowed on the Final Distribution Date, and (iii) Claims or portions thereof that have become disallowed subsequent to the Effective Date and on or before the Final Distribution Date had been disallowed on the Effective Date. 19 SECTION 7.6. FRACTIONAL NOTES AND FRACTIONAL SHARES. (a) Fractional Notes. Notwithstanding any other provision in the Plan to the contrary, no fractional denominations of New Senior Notes shall be issued pursuant to the Plan. Whenever the issuance of any New Senior Note would otherwise call for the issuance in an amount for a fraction of a New Senior Note (issued in $1,000 denominations), the actual issuance of such New Senior Note shall reflect a rounding of such fraction to the nearest whole New Senior Note denomination (up or down), with half denominations being rounded down. If two or more holders are entitled to equal fractional entitlements and the number of holders so entitled exceeds the number of whole notes, as the case may be, which remain to be allocated, the Reorganized Debtor shall allocate the remaining whole notes to such holders by random lot or such other impartial method as the Reorganized Debtor deems fair, in the Reorganized Debtor's sole discretion. Upon the allocation of all of the whole notes authorized under the Plan, all remaining fractional portions of the entitlements shall be canceled and shall be of no further force and effect. (b) Fractional Shares. Notwithstanding any other provision in the Plan to the contrary, no fractional shares of New Common Stock shall be issued pursuant to the Plan. Whenever any payment of a fraction of a share of New Common Stock would otherwise be required under the Plan, the actual distribution made shall reflect a rounding of such fraction to the nearest whole share (up or down), with half shares or less being rounded down and fractions in excess of a half of a share being rounded up. If two or more holders are entitled to equal fractional entitlements and the number of holders so entitled exceeds the number of whole shares, as the case may be, which remain to be allocated, the Reorganized Debtor shall allocate the remaining whole shares to such holders by random lot or such other impartial method as the Reorganized Debtor deems fair, in the Reorganized Debtor's sole discretion. Upon the allocation of all of the whole shares authorized under the Plan, all remaining fractional portions of the entitlements shall be canceled and shall be of no further force and effect. SECTION 7.7. RECORD DATE FOR DISTRIBUTION. On the close of business on the Confirmation Date, the Debtors' records for transfer of the Senior Notes shall close and the Debtors, the Reorganized Debtor, and the Indenture Trustee shall not be obligated to recognize of record any transfers of Senior Notes occurring after that date. The Debtors, the Reorganized Debtor, and the Indenture Trustee shall be entitled to recognize and deal for purposes of the Plan with only those record holders of the Senior Notes as of the close of business on the Confirmation Date. SECTION 7.8. INDENTURE TRUSTEE'S FEES AND EXPENSES REGARDING DISTRIBUTIONS. The fees and expenses of the Indenture Trustee and its professionals under the Indenture will be paid by the Debtors and/or the Reorganized Debtor on the Effective Date in a manner consistent with the provisions of the Senior Note Indenture; provided however, that if there is a dispute between the Debtors or Reorganized Debtor and the Indenture Trustee about any such fees or expenses, the dispute will be resolved by the Bankruptcy Court. Upon payment of the fees and expenses of the Indenture Trustee and its professionals in full, the Indenture Trustee and its professionals will be deemed to have released their liens under Section 7.07 of the Indenture securing 20 payment of their fees and expenses for all fees and expenses payable through the Effective Date. SECTION 7.9. ALLOCATION OF CONSIDERATION. The aggregate consideration to be distributed to the holders of Allowed Claims in each Class under the Plan shall be treated as first satisfying an amount equal to the stated principal amount of the Allowed Claim for such holders and any remaining consideration as satisfying accrued, but unpaid, interest and costs, if any, and attorneys' fees where applicable. SECTION 7.10. CONDITION PRECEDENT TO RECEIVING DISTRIBUTION. Notwithstanding any other provision of the Plan, as a condition precedent to receiving any distribution under the Plan, each holder of a promissory note, share certificate, or other instrument or security evidencing a Claim (other than the Senior Notes) must tender such promissory note or other instrument or security to the Reorganized Debtor or its designee or must execute and deliver an affidavit of loss and furnish an indemnity or bond in substance and amount reasonably satisfactory to the Reorganized Debtor. Any holder of a Claim (other than a Claim arising from the Senior Notes) that fails to surrender such instrument or to provide the affidavit and indemnity or bond before the later to occur of (i) six months after the Effective Date and (ii) six months following the date such holder's Claim becomes an Allowed Claim shall be deemed to have forfeited all rights and/or Claims and may not receive or participate in any distribution under the Plan. SECTION 7.11. NO DISTRIBUTION PENDING RESOLUTION OF OBJECTIONS. Notwithstanding any other provision of this Plan, no distributions shall be made with respect to a Disputed Claim (or any Disputed portion of a Claim) unless and until all objections to such Disputed Claim have been determined by Final Order. Distributions to each holder of a Disputed Claim to the extent that it ultimately becomes an Allowed Claim shall be made in accordance with the applicable provisions of the Plan with respect to such Claim. Such distributions shall be made as soon as practicable after the date that the order or judgment allowing such Claim (or portion thereof) becomes a Final Order. SECTION 7.12. EFFECT OF SECTION 502(D) ON THE RIGHT TO DISTRIBUTIONS. No Creditor shall receive a distribution prohibited by Section 502(d) of the Bankruptcy Code. The Debtors or the Reorganized Debtor shall notify each affected Creditor of its contention that Section 502(d) prohibits such distribution prior to the date of the scheduled distribution to such Creditor, and no distribution shall be made to such Creditor until either the contention is resolved in favor of the Creditor by Final Order or the Creditor has timely repaid the amount or turned over the property as required by Section 502(d) of the Bankruptcy Code. A Claim that is the subject of a dispute pursuant to Section 502(d) of the Bankruptcy Code shall be treated as a Disputed Claim for purposes of the Plan. SECTION 7.13. TREATMENT OF CONTINGENT, UNLIQUIDATED, AND UNDETERMINED CLAIMS. Until such time as a Contingent Claim or a Contingent portion of a Claim becomes fixed and absolute, such Claim shall be treated as a Disputed Claim for all purposes related to estimations, allocations, and distributions under this Plan; provided, however, that distributional entitlements shall arise only from 21 the date on which a Contingent Claim becomes fixed and absolute. Persons that have filed Claims against the Debtors in an undetermined or unspecified amount or which are unliquidated shall not receive any distribution on their Claims unless and until such time as the Claims are liquidated and Allowed. SECTION 7.14. PRECONFIRMATION DISTRIBUTIONS. Nothing in this Plan shall be deemed to entitle the holder of a Claim that received, prior to the Effective Date, full or partial payment of such holder's Claim, by way of settlement or otherwise, pursuant to an order of the Bankruptcy Court, provision of the Bankruptcy Code, or other means, to receive a duplicate payment in full or in part pursuant to this Plan; and all such full or partial payments shall be deemed to be payments made under this Plan for purposes of satisfying the obligations of the Debtors and the Reorganized Debtor hereunder. SECTION 7.15. UNDELIVERABLE DISTRIBUTIONS. If any Claim holder's distribution is returned as undeliverable, or is not sent because no address is available, and effort commensurate with the size of the distribution fails to produce a good address, no further distributions to such holder shall be made unless and until the Reorganized Debtor (or a disbursing agent, if applicable) is notified of such holder's then-current address, at which time all missed distributions shall be made to such holder, without interest. SECTION 7.16. UNCLAIMED DISTRIBUTIONS. Any distribution of Cash under the Plan which is unclaimed for a period of six months after the Final Distribution Date shall revert to the Reorganized Debtor, and the claim of any holder with respect to such property, or the claims of any state under its escheat, unclaimed property, or similar laws with respect to such property (which state shall NOT be deemed a holder of a Claim under such laws for the purposes of this Plan), shall be discharged and forever barred. Distributions under the Plan consisting of New Senior Notes or New Common Stock that are unclaimed for a period of six months after the Final Distribution Date shall be canceled and any dividend or interest which has accrued with respect to such securities shall be transferred to the Reorganized Debtor and entitlement by the holder of a Claim to such distribution shall be extinguished and forever barred. ARTICLE VIII. PROVISIONS GOVERNING OBJECTIONS TO AND RESOLUTION OF CLAIMS SECTION 8.1. OBJECTIONS TO AND RESOLUTION OF CLAIMS. The Debtors and the Reorganized Debtor shall have the exclusive right to make and file objections to Claims subsequent to the Effective Date. All objections that are not settled shall be litigated to a Final Order. Unless otherwise ordered by the Bankruptcy Court, the Debtors and the Reorganized Debtor shall file all objections to Claims (other than Administrative Claims) that are the subject of proofs of claim and serve such objections upon the holders of the Claim as to which the objection is made as soon as is practicable, but in no event later than 90 days after the Effective Date or such later date as may be approved by the Bankruptcy Court. Except as otherwise provided in the Plan, a Person asserting an Administrative Claim in these Chapter 11 Cases must comply with the requisites of Section 503 of the Bankruptcy Code, including filing a request for payment thereof with the Bankruptcy Court on or prior to the Administrative 22 Claim Bar Date. The Bankruptcy Court will schedule a hearing on Administrative Claims filed in the Chapter 11 Cases, and the Debtors, the Reorganized Debtor, and the Committee shall have an opportunity to assert objections thereto at such hearing. SECTION 8.2. AMENDMENTS TO SCHEDULES AND CLAIM OBJECTIONS. The Debtors and the Reorganized Debtor reserve the right to object to any and all Claims filed in these Chapter 11 Cases and to amend their Schedules to dispute Claims, if and as deemed appropriate, for purposes of allowance and distribution and for purposes of voting on the Plan. If an objection to a Claim (or portion thereof) is filed by the Debtors, the Reorganized Debtor, or any other party in interest, or if the Claim (or portion thereof) is Contingent, unliquidated, or filed in an undetermined or unspecified amount, then no distributions under the Plan shall be made to that holder of a Claim (or in respect of such Disputed portion), as the case may be, until the matter is determined by the entry of a Final Order. SECTION 8.3. DISALLOWANCE OF POSTPETITION INTEREST, PENALTIES, FEES, AND OTHER ACCRUALS. The Debtors and the Reorganized Debtor shall not be required to make specific objections to proofs of claim that allege a right to recover postpetition interest, penalties, fees, and other accruals with respect to prepetition Claims (except proofs of Secured Claims alleging entitlement to such accruals pursuant to Section 506(b) of the Bankruptcy Code), and any claim amounts attributable to such postpetition interest, penalties, fees, and other accruals shall be disallowed in full upon entry of the Confirmation Order; provided, however, that the disallowance provided for herein may be subject to reconsideration with respect to a particular Claim upon motion filed with the Bankruptcy Court and served upon the Debtors and the Reorganized Debtor. SECTION 8.4. ADMINISTRATIVE, PRIORITY, AND CONVENIENCE CLAIMS RESERVE. (a) Establishment of Administrative, Priority, and Convenience Claims Reserve. On the Effective Date, the Reorganized Debtor shall place into reserve an amount of Cash equal to (i) the sum of the aggregate amount of all Disputed Administrative Claims, Disputed Priority Tax Claims, Disputed Other Priority Claims, and Disputed Convenience Claims, plus (ii) an amount to be determined by the Bankruptcy Court to be reserved for any Disputed Administrative Claims, Disputed Priority Tax Claims, and Disputed Other Priority Claims that are Contingent, unliquidated, or filed in an undetermined or unspecified amount (the "Administrative, Priority, and Convenience Claims Reserve"). (b) Cash Held in Administrative, Priority, and Convenience Claims Reserve. Cash held in the Administrative, Priority, and Convenience Claims Reserve shall be deposited in a segregated bank account or accounts in the name of the Reorganized Debtor and designated as held in trust for the benefit of holders of Allowed Administrative Claims, Allowed Priority Tax Claims, Allowed Other Priority Claims, and Allowed Convenience Claims. Cash held in such reserve shall not constitute property of the Reorganized Debtor. The Reorganized Debtor shall invest the Cash held in the Administrative, Priority, and Convenience Claims Reserve in a manner consistent with Section 345 of the Bankruptcy Code. The Reorganized Debtor shall pay, or cause to be paid, out of the funds held in such reserve, any tax imposed thereon by any governmental unit with respect to 23 income generated by Cash held in this reserve. Any Cash held in the Administrative, Priority, and Convenience Claims Reserve after all Administrative, Priority, and Convenience Claims have been Allowed or disallowed shall be transferred to and become the property of the Reorganized Debtor. SECTION 8.5. ALLOWANCE OF DISPUTED ADMINISTRATIVE, PRIORITY, AND CONVENIENCE CLAIMS. If, on or after the Effective Date, any Disputed Administrative, Priority, or Convenience Claim becomes an Allowed Claim, the Reorganized Debtor shall, 30 days after the date on which such Claim becomes an Allowed Claim, or as soon thereafter as is practicable, distribute from the Administrative, Priority, and Convenience Claims Reserve to the holder of such Allowed Claim Cash equal to the amount that such holder would have been entitled to had such Claim been Allowed on the Effective Date. SECTION 8.6. ESTIMATION. The Debtors and the Reorganized Debtor may, at any time, request that the Bankruptcy Court estimate any Disputed Claim (including any Contingent Claim) pursuant to Section 502(c) of the Bankruptcy Code regardless of whether the Debtors or the Reorganized Debtor previously objected to such Claim. The Bankruptcy Court will retain jurisdiction to estimate any Claim at any time, including during litigation concerning any objection to such Claim. In the event that the Bankruptcy Court estimates any Disputed Claim, that estimated amount may constitute either the Allowed amount of such Claim, the amount on which a reserve is to be calculated for purposes of the Disputed Claims Reserve or the Administrative, Priority, and Convenience Claims Reserve, or a maximum limitation on such Claim, as determined by the Bankruptcy Court. If the estimated amount constitutes a maximum limitation on such Claim, the Debtors or the Reorganized Debtor may elect to pursue any supplemental proceedings to object to any ultimate payment of such Claim. All of the aforementioned Claims objection, estimation and resolution procedures are cumulative and not necessarily exclusive of one another. ARTICLE IX. TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES SECTION 9.1. ASSUMPTION AND REJECTION OF CONTRACTS AND LEASES. All executory contracts and unexpired leases (within the meaning of Section 365 of the Bankruptcy Code) (i) which are not expressly the subject of a motion to the Bankruptcy Court for an order of assumption or for an order for rejection pending as of the Effective Date, (ii) which have not been assumed or rejected prior thereto by the Debtors pursuant to an order of the Bankruptcy Court or operation of the Bankruptcy Code, (iii) which are not listed on the Assumption Schedule attached hereto as Exhibit B (as it may be amended from time to time prior to the Confirmation Hearing, upon notice to affected parties), or (iv) which are not listed in Section 9.4 of the Plan as being assumed under the Plan, shall be deemed to be REJECTED AS OF THE EFFECTIVE DATE, in accordance with Section 365 of the Bankruptcy Code. The executory contracts and unexpired leases listed on Exhibit B attached hereto (as it may be amended from time to time prior to the Confirmation Hearing upon notice to affected parties) shall be deemed to be ASSUMED AS OF THE EFFECTIVE DATE, in accordance with Section 365 of the Bankruptcy Code. The Debtors have listed on Exhibit B the nondebtor party to the contract or lease, the type of contract or lease, and the amount necessary 24 (if any) based upon the Debtors' records to cure all defaults under the contract or lease to be assumed. Entry of the Confirmation Order shall constitute the approval, in accordance with Sections 365(a) and 1123(b)(2) of the Bankruptcy Code, of the Debtors' rejection and assumption of the executory contracts and unexpired leases deemed rejected and assumed pursuant to this section. SECTION 9.2. REJECTION CLAIMS AND BAR DATE. All Claims for damages arising from executory contracts or unexpired leases that are deemed rejected pursuant to Section 9.1 of this Plan must be filed with the Bankruptcy Court by no later than thirty (30) days after entry of the Confirmation Order. Any rejection Claims not filed within such time period will be forever barred from being asserted against the Debtors, their Estates, and the Reorganized Debtor. All Allowed Claims arising from the rejection of executory contracts or unexpired leases shall be treated as Class 5 Claims. SECTION 9.3. CURE OF DEFAULTS UNDER ASSUMED CONTRACTS AND LEASES. In accordance with Section 365 of the Bankruptcy Code, and except as otherwise agreed by the parties, the Reorganized Debtor will cure any and all undisputed defaults under any executory contracts or unexpired leases that are assumed pursuant to the Plan within 60 days of the Effective Date. All disputed defaults that are required to be cured shall be cured either within 30 days of the entry of a Final Order determining the amount, if any, of the Debtors' or the Reorganized Debtor's liability with respect thereto, or as may otherwise be agreed to by the parties. SECTION 9.4. VARIOUS EMPLOYMENT AGREEMENTS AND BENEFIT PLANS. All employee compensation and benefit plans, policies, and programs of Vista applicable generally to its employees, including agreements and programs subject to Section 1114 of the Bankruptcy Code, as in effect on the Effective Date, including, without limitation, all savings plans, retirement plans, health care plans, disability plans, severance benefit plans, incentive plans, and life, accidental death, and dismemberment insurance plans, shall be deemed to be, and shall be treated as though they are, executory contracts that are ASSUMED under the Plan, and Vista's obligations under such agreements and programs shall survive the Effective Date of the Plan, without prejudice to the Reorganized Debtor's rights under applicable non-bankruptcy law to modify, amend, or terminate the foregoing arrangements, except for such executory contracts or plans as have previously been terminated, or rejected, pursuant to a Final Order, or specifically waived by the beneficiaries of such plans, contracts, or programs. The employee severance program that was approved by the Bankruptcy Court in its Order Authorizing and Approving Employee Severance Program, entered in the Chapter 11 Cases on April 18, 2000, shall be binding upon Vista, as the Reorganized Debtor, as the successor to the Debtors, through and including one year after the Effective Date. Unless otherwise modified to the satisfaction of the Committee prior to the Confirmation Hearing, the prepetition change in control agreements for executive officers of Vista (the "Change in Control Agreements") shall be deemed rejected in accordance with Section 365 of the Bankruptcy Code. Any Claim resulting from the rejection of a Change in Control Agreement shall be treated as a General Unsecured Claim in Class 5 under this Plan. 25 SECTION 9.5. INSURANCE POLICIES. All of the Debtors' rights arising under any insurance policies and any agreements, documents, or instruments relating thereto shall be deemed transferred to the Reorganized Debtor on the Effective Date. ARTICLE X. CONDITIONS TO CONFIRMATION AND EFFECTIVE DATE SECTION 10.1. CONDITIONS PRECEDENT TO PLAN CONFIRMATION. Confirmation of the Plan shall not occur unless and until each of the following conditions shall have been satisfied in full or waived in accordance with Section 10.3 of this Plan: (a) The Bankruptcy Court shall have entered the Confirmation Order in a form and substance satisfactory to the Debtors and the Committee; (b) The Bankruptcy Court shall have entered an order confirming the Subsidiaries' Plan; and (c) Vista, FNL, Midwest, and New West shall have completed the disposition of their vision centers in free-standing locations, such as malls and strip centers, and shall have either (i) assumed and assigned the leases related to these free-standing locations to a purchaser or purchasers or (ii) rejected such leases, in accordance with Section 365 of the Bankruptcy Code. SECTION 10.2. CONDITIONS PRECEDENT TO EFFECTIVE DATE OF THE PLAN. The Effective Date of the Plan shall not occur unless and until each of the following conditions shall have been satisfied in full or waived in accordance with Section 10.3 of this Plan: (a) The Confirmation Order, in a form and substance satisfactory to the Debtors and the Committee, shall have become a Final Order; (b) The order confirming the Subsidiaries' Plan shall have become a Final Order; (c) The Reorganized Debtor shall have entered into a senior secured credit facility in an amount and upon terms and conditions to be agreed to among the Debtors and the Committee; and (d) The Confirmation Order or other Final Order entered by the Bankruptcy Court shall have approved the substantive consolidation of the Debtors as described in Section 6.1 of the Plan. SECTION 10.3. WAIVER OF CONDITIONS. The Debtors may waive any or all of the conditions precedent set forth in Sections 10.1 and 10.2 above at any time, with the consent of the Committee, without leave of or order of the Bankruptcy Court and without any formal action. 26 ARTICLE XI. EFFECTS OF PLAN CONFIRMATION SECTION 11.1. DISCHARGE. Except as otherwise provided in this Plan or the Confirmation Order, upon entry of the Confirmation Order, the Debtors shall be discharged from, and their liability shall be extinguished completely in respect of, any Claim and/or Debt (with the exception of Intercompany Claims), whether reduced to judgment or not, liquidated or unliquidated, contingent or noncontingent, asserted or unasserted, fixed or not, matured or unmatured, disputed or undisputed, legal or equitable, known or unknown, that arose in connection with or related to, directly or indirectly: any agreement of the Debtors entered into or obligation of the Debtors incurred before the Confirmation Date, any acts, omissions, transactions, transfers, happenings, facts, or situations which occurred on or before the Confirmation Date, whether or not known or suspected, or any conduct of the Debtors prior to the Confirmation Date, and including, without limitation, all interest, if any, on any such Claims and Debts, whether such interest accrued before or after the date of commencement of the Chapter 11 Cases, and including, without limitation, all Claims and Debts based upon or arising out of any acts, omissions, transactions, transfers, happenings, facts, or situations which occurred before the Confirmation Date, whether or not known or suspected, or related to, directly or indirectly, and from any liability of the kind specified in Sections 502(g), 502(h), and 502(i) of the Bankruptcy Code, whether or not (i) a proof of claim is filed or is deemed filed under Section 501 of the Bankruptcy Code, (ii) such Claim is Allowed under Section 502 of the Bankruptcy Code, or (iii) the holder of such Claim has accepted this Plan. SECTION 11.2. VESTING. Except as otherwise provided in this Plan or the Confirmation Order, on the Effective Date, the Reorganized Debtor shall be vested with all of the property of the respective Estates of each of the Debtors, free and clear of all Claims, Liens, encumbrances, charges and other interests of Creditors and holders of Equity Interests, and the Reorganized Debtor shall thereafter hold, use, dispose of, or otherwise deal with such property and operate its business free of any restrictions imposed by the Bankruptcy Code or by the Bankruptcy Court. SECTION 11.3. INJUNCTION. Except as otherwise expressly provided in the Plan, the Confirmation Order, or a separate order of the Bankruptcy Court, all entities who have held, hold, or may hold Claims against or Equity Interests in the Debtors, or any of them, which arose before or were held as of the Effective Date, are permanently enjoined, on and after the Effective Date, from (a) commencing or continuing in any manner any action or other proceeding of any kind against the Debtors, with respect to any such Claim or Equity Interest, (b) the enforcement, attachment, collection, or recovery by any manner or means of any judgment, award, decree, or order against the Debtors on account of any such Claim or Equity Interest, (c) creating, perfecting, or enforcing any encumbrance of any kind against the Debtors or against the property or interests in property of the Debtors on account of any such Claim or Equity Interest, and (d) asserting any right of setoff, subrogation, or recoupment of any kind against any obligation due from the Debtors or against the property or interests in property of the Debtors on account of any such Claim or Equity Interest. Such injunction shall also extend to the Reorganized Debtor as the successor of the Debtors and its properties and interests in property. 27 SECTION 11.4. RELEASES. On the Effective Date, the Debtors and the Reorganized Debtor, on behalf of themselves and their Estates, shall be deemed to release unconditionally all of their respective officers, directors, employees, advisors, attorneys, financial advisors, accountants, and other professionals, the Committee members, and the Committee's advisors, attorneys, financial advisors, accountants, and other professionals, and each of their representatives and agents (including any professionals retained by such persons or entities) (the "Released Parties") from any and all claims, obligations, suits, judgments, damages, rights, and liabilities whatsoever, whether known or unknown, foreseen or unforeseen, existing or hereafter arising, in law, equity or otherwise, based in whole or in part upon actions taken in their respective capacities described above or any omission, transaction, event or other occurrence taking place on or prior to the Effective Date in any way relating to the Chapter 11 Cases or the Plan, except that (i) no Person shall be released from any act or omission that constitutes gross negligence or willful misconduct, and (ii) the Reorganized Debtor shall not relinquish or waive the right to assert any of the foregoing as a legal or equitable defense or right of setoff or recoupment against any Claims of any such Persons asserted against the Debtors. SECTION 11.5. EXCULPATION OF RELEASED PARTIES. The Debtors, the Reorganized Debtor, members of the Committee, and the other Released Parties (i) shall have no liability whatsoever to any holder or purported holder of an Administrative Claim, Claim, or Equity Interest for any act or omission in connection with, or arising out of, the Plan, the Disclosure Statement, the negotiation of the Plan, the pursuit of approval of the Disclosure Statement or the solicitation of votes for confirmation of the Plan, the Chapter 11 Cases, the consummation of the Plan, the administration of the Plan or the property to be distributed under the Plan, or the Confirmation Date, or any transaction contemplated by the Plan or Disclosure Statement or in furtherance thereof, except for willful misconduct or gross negligence as determined by a Final Order, and (ii) in all respects, shall be entitled to rely upon the advice of counsel with respect to their duties and responsibilities under the Plan. This exculpation shall be in addition to, and not in limitation of, all other releases, indemnities, exculpations and any other applicable law or rules protecting such Released Parties from liability. SECTION 11.6. TERM OF BANKRUPTCY INJUNCTION OR STAY. All injunctions or stays provided for in the Chapter 11 Cases under Sections 105 or 362 of the Bankruptcy Code, or otherwise, and in existence on the Confirmation Date, shall remain in full force and effect until the Effective Date. SECTION 11.7. PRESERVATION OF INSURANCE. The Debtors' discharge and release from all Claims as provided herein, except as necessary to be consistent with this Plan or the Confirmation Order, shall not diminish or impair the enforceability of any insurance policy that may cover Claims against the Debtors, or any of them, the Reorganized Debtor (including, without limitation, the Debtors' and the Reorganized Debtor's officers and directors) or any other person or entity. SECTION 11.8. OFFICERS' AND DIRECTORS' INDEMNIFICATION RIGHTS AND INSURANCE. Notwithstanding any other provisions of the Plan, the obligations of the Debtors to indemnify their present directors, officers, and employees against any obligations, liabilities, costs or expenses pursuant to the articles 28 of incorporation or by-laws of the Debtors, applicable state law, specific agreement, or any combination of the foregoing, shall survive the Effective Date and shall be applicable to the Reorganized Debtor. SECTION 11.9. BINDING EFFECT OF THE PLAN. Upon Confirmation, the provisions of this Plan shall be binding upon the Debtors, the Reorganized Debtor, any Person acquiring property under the Plan, and any holder of any Claim or Equity Interest or any Creditor or other party in interest, whether or not the Claim or Equity Interest of such Creditor or party in interest is Impaired under the Plan or is Allowed or disallowed by the Bankruptcy Court, and whether or not such Creditor or party in interest has accepted or is deemed to have accepted this Plan or has rejected or is deemed to have rejected this Plan. The rights and obligations of any Person named or referred to in this Plan shall be binding upon, and shall inure to the benefit of, the successors and assigns of such Person. ARTICLE XII. PLAN MODIFICATION The Debtors may propose amendments or modifications of the Plan at any time prior to the Confirmation of the Plan by the Bankruptcy Court provided that this Plan, as modified, meets the requirements of Sections 1122 and 1123 of the Bankruptcy Code, and the Debtors shall have complied with Section 1125 of the Bankruptcy Code. After Confirmation, the Debtors, with the approval of the Bankruptcy Court and so long as it does not materially or adversely affect the interest of Creditors, may remedy any defect or omission or reconcile any inconsistencies in the Plan or in the Confirmation Order in such a manner as may be necessary to carry out the purposes and effect of this Plan. This Plan may be modified at any time after Confirmation and before its substantial consummation, provided that the Plan, as modified, meets the requirements of Sections 1122 and 1123 of the Bankruptcy Code, and the Bankruptcy Court, after notice and a hearing, confirms the Plan, as modified, under Section 1129 of the Bankruptcy Code, and the circumstances warrant such modification. A holder of a Claim or Equity Interest that has accepted or rejected this Plan shall be deemed to have accepted or rejected, as the case may be, such Plan as modified, unless, within the time fixed by the Bankruptcy Court, such holder changes its previous acceptance or rejection. ARTICLE XIII. RETENTION OF JURISDICTION After entry of the Confirmation Order and until the Chapter 11 Cases are closed, the Bankruptcy Court, pursuant to the provisions of Sections 1123(a), (b)(3) and (6), 1127, and 1142(b), and any applicable Bankruptcy Rules, shall retain exclusive jurisdiction of all matters arising under, arising out of, or relating to these Chapter 11 Cases, including but not limited to the following: (a) The determination of all disputes, controversies, and suits regarding the interpretation, implementation, enforcement, or consummation of this Plan, or any party's obligations hereunder; 29 (b) The allowance or disallowance of any Claim or Equity Interest, and any objections thereto; (c) The determination of the validity, priority, and extent of any Claim; (d) The determination of all controversies arising from adversary proceedings that have been or may be filed; (e) The determination of all controversies arising from contested matters or other litigation that has been or may be filed; (f) The compromise and settlement of any Claims asserted by or against the Debtors; (g) The modification of this Plan as may be necessary to carry out its purposes and intent, the remedy of any defect or omission or reconciliation of any inconsistency in any order of the Bankruptcy Court, including the Confirmation Order, to the extent authorized by the Bankruptcy Code; (h) The estimation of Disputed, Contingent, and/or unliquidated Claims for purposes of distribution under the Plan; (i) The prosecution of any actions for the avoidance and recovery pursuant to Section 550 of the Bankruptcy Code of transfers avoidable by reason of Sections 544, 545, 547, 548, 549, or 553(b) of the Bankruptcy Code; (j) The determination of any and all applications for allowance of compensation and reimbursement of expenses authorized to be paid or reimbursed under the Bankruptcy Code or this Plan; (k) The issuance of orders in aid of execution of this Plan to the extent authorized by Section 1142 of the Bankruptcy Code; (l) The determination of such other matters as may be set forth in the Confirmation Order or as may arise in connection with this Plan or the Confirmation Order; and (m) The entry of a final decree closing these Chapter 11 Cases. ARTICLE XIV. MISCELLANEOUS PROVISIONS SECTION 14.1. POST-CONFIRMATION U.S. TRUSTEE FEES. The Reorganized Debtor will pay post-confirmation U.S. Trustee fees as required by 28 U.S.C. Section 1930(a)(6). SECTION 14.2. DISSOLUTION OF THE COMMITTEE. The appointment of the Committee shall terminate on the Effective Date of the Subsidiaries' Plan. 30 SECTION 14.3. GOVERNING LAW. Except to the extent that the Bankruptcy Code is applicable, the rights and obligations arising under the Plan shall be governed by, and construed and enforced in accordance with, the laws of the State of Georgia. SECTION 14.4. FILING OR EXECUTION OF ADDITIONAL DOCUMENTS. On or before the Effective Date, the Debtors or the Reorganized Debtor, shall file with the Bankruptcy Court or execute, as appropriate, such agreements and other documents as may be necessary or appropriate to effectuate and further evidence the terms and conditions of the Plan. SECTION 14.5. EXECUTION OF DOCUMENTS. All parties are required to execute such instruments or documents as may be necessary for the consummation of the Plan, and the Bankruptcy Court shall retain jurisdiction to make such orders as are necessary to require the parties to comply herewith. SECTION 14.6. WITHHOLDING AND REPORTING REQUIREMENTS. In connection with this Plan and all instruments issued in connection herewith and distributions hereon, the Debtors and the Reorganized Debtor shall comply with all withholding and reporting requirements imposed by any federal, state, local, or foreign taxing authority, and all distributions hereunder shall be subject to any such withholding and reporting requirements. SECTION 14.7. EXEMPTION FROM TRANSFER TAXES. Pursuant to Section 1146(c) of the Bankruptcy Code, the issuance, transfer or exchange of the New Senior Notes or New Common Stock under the Plan, or the making or delivery of any other instrument whatsoever, in furtherance of or in connection with the Plan shall not be subject to any sales and use, stamp, real estate transfer, recording, or other similar tax. SECTION 14.8. .NOTICES. Any notices or requests to the Debtors or the Reorganized Debtor required to be provided pursuant to this Plan shall be made by first class, United States mail, addressed to: Vista Eyecare, Inc. Attention: General Counsel 296 Grayson Highway Lawrenceville, GA 30045 and --- Kilpatrick Stockton LLP Attention: Michael D. Langford, Esq. 1100 Peachtree Street, Suite 2800 Atlanta, Georgia 30309-4530. 31 and --- Wachtell, Lipton, Rosen & Katz Attention: Chaim J. Fortgang, Esq. 51 West 52nd Street New York, New York 10019-6150 and --- Alston & Bird Attention: Grant T. Stein, Esq. 1201 West Peachtree Street Atlanta, Georgia 30309-3424 SECTION 14.9. EFFECTIVENESS OF PRIOR ORDERS. All orders entered by the Bankruptcy Court prior to the Confirmation Date shall continue in full force and effect, unless superseded by this Plan, the Confirmation Order, or other subsequent orders of the Bankruptcy Court. SECTION 14.10. PRESERVATION OF DEBTORS' CLAIMS, DEMANDS AND CAUSES OF ACTION. Unless otherwise provided by this Plan or the Confirmation Order, the Debtors shall retain each and every claim, demand, or cause of action which a debtor in possession has power to assert under the Bankruptcy Code, including actions for the avoidance and recovery pursuant to Section 550 of the Bankruptcy Code of transfers avoidable by reason of Sections 544, 545, 547, 548, 549 or 553(b) of the Bankruptcy Code, and the Debtors' rights therein shall be deemed transferred to the Reorganized Debtor on the Effective Date. The Reorganized Debtor may commence or continue in any appropriate court or tribunal any suit or other proceeding for the enforcement of such claims. No provision of this Plan shall impair the Reorganized Debtor's right to prosecute any such preserved claims, demands and causes of action. SECTION 14.11. SETOFFS. The Debtors may, but shall not be required to, setoff against any Claim and the payments or other distributions to be made pursuant to this Plan in respect of such Claim, claims of any nature whatsoever that the Debtors may have against the holder of such Claims, but neither the failure to do so nor the allowance of any Claim hereunder shall constitute a waiver or release by the Debtors of any such claim that the Debtors may have against such holder. SECTION 14.12. COMPROMISE OF CLAIMS AND CONTROVERSIES. The Reorganized Debtor shall have the authority to compromise and resolve claims and controversies under the following parameters: After the Effective Date, the Reorganized Debtor may, without an order of the Bankruptcy Court and without notice and a hearing as provided for in Section 102(1) of the Bankruptcy Code, compromise and settle any Claim where the compromise is in writing and the proposed Allowed Claim is to be less than $250,000. 32 SECTION 14.13. UNCLAIMED OR ABANDONED PROPERTY. Any and all property of the Estates of any of the Debtors that presently qualifies or may qualify in the future as unclaimed or abandoned property under the escheatment, unclaimed property, abandoned property, or similar laws of any state shall not escheat to the state, but instead shall remain property of the Debtors. Upon the Effective Date, any such abandoned or unclaimed property shall become property of the Reorganized Debtor and may be utilized by the Reorganized Debtor without any restrictions thereafter. Any Claims for such unclaimed or abandoned property that were not filed with the Bankruptcy Court on or prior to the Bar Date are hereby expunged and discharged. SECTION 14.14. HEADINGS. The headings used in this Plan are inserted for convenience only and neither constitute a portion of this Plan nor in any manner affect the provisions or interpretation of this Plan. SECTION 14.15. SEVERABILITY. Should any provisions of this Plan be determined to be unenforceable for any reason, such determination shall in no way limit or affect the enforceability and operative effect of any other provisions of this Plan. SECTION 14.16. BUSINESS DAY. Whenever any date under this Plan shall be on a day other than a Business Day, then the immediately following Business Day shall be the relevant day. SECTION 14.17. EXHIBITS AND SCHEDULES. All exhibits and schedules to the Plan are incorporated into and constitute a part of the Plan as if set forth herein. SECTION 14.18. CONFLICT. The terms of this Plan shall govern in the event of any inconsistency with the summaries of the Plan set forth in the Disclosure Statement. 33 Respectfully submitted, this the 13th day of April, 2001. VISTA EYECARE, INC. By: /S/ ----------------------------------------------- Name: Mitchell Goodman Title: Senior Vice President, General Counsel and Secretary INTERNATIONAL VISION ASSOCIATES, LTD. By: /S/ ----------------------------------------------- Name: Mitchell Goodman Title: Vice President NVAL HEALTHCARE SYSTEMS, INC. By: /S/ ----------------------------------------------- Name: Mitchell Goodman Title: Vice President VISTA OPTICAL EXPRESS, INC. By: /S/ ----------------------------------------------- Name: Mitchell Goodman Title: Vice President EXHIBIT A TO PLAN VISTA EYECARE, INC. SUMMARY OF TERMS AND CONDITIONS OF NEW SENIOR NOTES - ------------------------------------------------------- -----------------------------------------------------
EXHIBIT B TO PLAN ASSUMED AGREEMENTS