Eye Care Centers of America Announces Tender Offer for Its 9 1/8% Senior Subordinated Notes Due 2008 and Its Floating Interest Rate Subordinated Term Securities Due 2008

Business Wire, Jan 4, 2005

SAN ANTONIO -- Eye Care Centers of America, Inc. ("ECCA") announced today that it has commenced an offer to purchase for cash all of its $100 million aggregate principal amount of 9 1/8% Senior Subordinated Notes due 2008 (the "Fixed Rate Notes") and all of its $30 million aggregate principal amount of Floating Interest Rate Subordinated Term Securities due 2008 (the "Floating Rate Notes" and, together with the Fixed Rate Notes, the "Notes"). ECCA is also soliciting consents from the holders of the Notes to approve certain amendments to the indenture under which the Notes were issued (the "Indenture"). The consents being solicited will eliminate substantially all of the covenants and certain events of default in the Indenture.

The tender offer is subject to various conditions including the completion of the acquisition of ECCA by Moulin International Holdings Limited and Golden Gate Capital and the related financing transactions, as well as the receipt of consents necessary to approve the amendments to the Indenture.

The tender offer will expire at 12:00 Midnight, New York City time, on January 31, 2005, unless extended or earlier terminated by ECCA. The total consideration to be paid to holders that tender their Notes and deliver their consents prior to 5:00 p.m., New York City time, on January 14, 2005, will be equal to $1,032.92 per $1,000 principal amount of the Fixed Rate Notes and $1,002.50 per $1,000 principal amount of the Floating Rate Notes, each of which includes a consent payment of $2.50 per $1,000 principal amount of the Notes. Holders that tender their Notes after 5:00 p.m., New York City time, on January 14, 2005, and prior to the expiration of the tender offer will receive $1,030.42 per $1,000 principal amount of the Fixed Rate Notes and $1,000.00 per $1,000 principal amount of the Floating Rate Notes. In addition, in all cases, ECCA will pay accrued and unpaid interest on the Notes up to, but not including, the date of payment.

ECCA currently intends, but is not committed, to redeem all Notes not tendered and accepted for payment shortly after the expiration or termination of the tender offer at the applicable redemption prices set forth in the Notes, plus accrued and unpaid interest to, but not including, the redemption date.

Information regarding the pricing, tender and delivery procedures and conditions of the tender offer and consent solicitation is contained in the Offer to Purchase and Consent Solicitation Statement dated January 3, 2005, and related documents. Copies of these documents can be obtained by contacting Global Bondholder Services Corporation, the information agent and depositary, at (866) 294-2200 (toll free) or (212) 430-3774 (collect). J.P. Morgan Securities Inc. is the exclusive dealer manager and solicitation agent for the tender offer and consent solicitation. Additional information concerning the terms and conditions of the tender offer and consent solicitation may be obtained by contacting J.P. Morgan Securities Inc. at (212) 270-7407 (collect).

About Eye Care Centers of America, Inc.

Eye Care Centers of America, Inc. is the third largest operator of optical retail stores in the United States as measured by net revenues. The company currently operates 377 stores in 33 states. The company's brand names include EyeMasters, Binyon's, Visionworks, Hour Eyes, Dr. Bizer's VisionWorld, Dr. Bizer's ValueVision, Doctor's ValuVision, Stein Optical, Vision World, Doctor's VisionWorks, and Eye DRx. Founded in 1984, the company is headquartered in San Antonio, Texas.