Common use of BORROWER AND BORROWER AGENT Clause in Contracts

BORROWER AND BORROWER AGENT. MAYOR’S JEWELERS, INC. By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: SVP & CFO By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Group VP, Finance & Treasurer CANADIAN BORROWER: BIRKS & MAYORS INC. By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: SVP & CFO By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Group VP, Finance & Treasurer Revolving Credit and Security Agreement GUARANTORS: CASH, GOLD & SILVER USA, INC. (formerly known as Xxxxx Xxxxx & Sons U.S., Inc.) MAYOR’S JEWELERS OF FLORIDA, INC. JBM RETAIL COMPANY, INC. JBM VENTURE CO., INC. MAYOR’S JEWELERS INTELLECTUAL PROPERTY HOLDING COMPANY By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: SVP & CFO By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Group VP, Finance & Treasurer Revolving Credit and Security Agreement ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: SVP Revolving Credit and Security Agreement CANADIAN AGENT: BANK OF AMERICA, N.A. (acting through its Canada branch) By: /s/ Xxxxxx Sales xx Xxxxxxx Name: Xxxxxx Sales xx Xxxxxxx Title: Vice President Revolving Credit and Security Agreement US LENDERS: BANK OF AMERICA, N.A. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: SVP Revolving Credit and Security Agreement US LENDERS: XXXXX FARGO RETAIL FINANCE, LLC By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Assistant VP Revolving Credit and Security Agreement CANADIAN LENDERS: BANK OF AMERICA, N.A. (acting through its Canada branch) By: /s/ Xxxxxx Sales xx Xxxxxxx Name: Xxxxxx Sales xx Xxxxxxx Title: Vice President Revolving Credit and Security Agreement CANADIAN LENDERS: XXXXX FARGO FOOTHILL CANADA ULC By: /s/ Xxxxxxx X. X’Xxxxxx Name: Xxxxxxx X. X’Xxxxxx Title: Senior Vice President Revolving Credit and Security Agreement TRANCHE A-1 LENDERS: BANK OF AMERICA, N.A. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: SVP Revolving Credit and Security Agreement TRANCHE A-1 LENDERS: XXXXX FARGO RETAIL FINANCE, LLC By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Assistant VP Revolving Credit and Security Agreement RATIFICATION OF GUARANTY Without limiting the provisions of the foregoing Amendment and any agreement of any Guarantor made therein, each of the undersigned Guarantors hereby (a) acknowledges and consents to the foregoing Amendment and the Borrowers’ execution thereof; (b) ratifies and confirms all of their respective obligations and liabilities under the Loan Documents to which any of them is a party and ratifies and confirms that such obligations and liabilities extend to and continue in effect with respect to, and continue to guarantee and secure, as applicable, the Obligations of the Borrowers under the Credit Agreement; (c) joins the foregoing Amendment for the purpose of consenting to and being bound by the provisions of Section 13 and Section 15 thereof; and (d) acknowledges and confirms that the liens, hypothecs, pledges and security interests granted pursuant to the Loan Documents are and continue to be valid, perfected and enforceable first priority liens, hypothecs, pledges and security interests (subject only to Permitted Liens) that secure all of the Obligations on and after the date hereof. GUARANTORS: CASH, GOLD & SILVER USA, INC. (formerly known as Xxxxx Xxxxx & Sons U.S., Inc.) MAYOR’S JEWELERS OF FLORIDA, INC. JBM RETAIL COMPANY, INC. JBM VENTURE CO., INC. MAYOR’S JEWELERS INTELLECTUAL PROPERTY HOLDING COMPANY By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: SVP & CFO By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Group VP, Finance & Treasurer Revolving Credit and Security Agreement Exhibit A SCHEDULE 9.1.19

BORROWER AND BORROWER AGENT. MAYOR’S JEWELERS, INC. By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: SVP & CFO Chief Financial Officer By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Group VPGVP, Finance & Treasurer CANADIAN BORROWER: BIRKS & MAYORS INC. By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: SVP & CFO Chief Financial Officer By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Group VPGVP, Finance & Treasurer Revolving Credit and Security Agreement GUARANTORS: CASH, GOLD & SILVER USA, INC. (formerly known as Xxxxx Xxxxx & Sons U.S., Inc.) MAYOR’S JEWELERS OF FLORIDA, INC. JBM RETAIL COMPANY, INC. JBM VENTURE CO., INC. MAYOR’S JEWELERS INTELLECTUAL PROPERTY HOLDING COMPANY By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: SVP & CFO Chief Financial Officer By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Group VPGVP, Finance & Treasurer Revolving Credit and Security Agreement ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: SVP Revolving Credit and Security Agreement CANADIAN AGENT: BANK OF AMERICA, N.A. (acting through its Canada branch) By: /s/ Xxxxxx Sales xx Xxxxxxx Name: Xxxxxx Sales xx Xxxxxxx Title: Vice President Revolving Credit and Security Agreement US LENDERS: BANK OF AMERICA, N.A. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: SVP Revolving Credit and Security Agreement US LENDERS: XXXXX FARGO RETAIL FINANCEGB MERCHANT PARTNERS, LLC By: /s/ Xxxxxx Xxx Xxxxxxx Xxxx Name: Xxxxxx Xxx Xxxxxxx Xxxx Title: Assistant VP Revolving Credit and Security Agreement CANADIAN Managing Director LENDERS: BANK OF AMERICA1903 ONSHORE FUNDING, N.A. (acting through its Canada branch) LLC By: /s/ Xxxxxx Sales xx Xxxxxxx Name: Xxxxxx Sales xx Xxxxxxx Title: Vice President Revolving Credit and Security Agreement CANADIAN LENDERS: XXXXX FARGO FOOTHILL CANADA ULC GB Merchant Partners, LLC, Its Investment Manager By: /s/ Xxxxxxx X. X’Xxxxxx Xxxx Name: Xxxxxxx X. X’Xxxxxx Xxxx Title: Senior Vice President Revolving Credit and Security Agreement TRANCHE A-1 LENDERSManaging Director 1903 OFFSHORE LOANS SPV LIMITED By: BANK OF AMERICAGB Merchant Partners, N.A. LLC, Its Investment Manager By: /s/ Xxxxxxx Xxxx X. Xxxxxx Name: Xxxxxxx Xxxx X. Xxxxxx Title: SVP Revolving Credit and Security Agreement TRANCHE A-1 LENDERS: XXXXX FARGO RETAIL FINANCE, LLC By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Assistant VP Revolving Credit and Security Agreement Managing Director RATIFICATION OF GUARANTY Without limiting the provisions of the foregoing Amendment and any agreement of any Guarantor made therein, each of the undersigned Guarantors hereby (a) acknowledges and consents to the foregoing Amendment and the Borrowers’ execution thereof; (b) ratifies and confirms all of their respective obligations and liabilities under the Loan Documents to which any of them is a party and ratifies and confirms that such obligations and liabilities extend to and continue in effect with respect to, and continue to guarantee and secure, as applicable, the Obligations of the Borrowers under the Credit Loan Agreement; (c) joins the foregoing Amendment for the purpose of consenting to and being bound by the provisions of Section 13 and Section 15 thereof; and (d) acknowledges and confirms that the liens, hypothecs, pledges and security interests granted pursuant to the Loan Documents are and continue to be valid, perfected and enforceable first priority liens, hypothecs, pledges and security interests (subject only to Permitted Liens) that secure all of the Obligations on and after the date hereof. GUARANTORS: CASH, GOLD & SILVER USA, INC. (formerly known as Xxxxx Xxxxx & Sons U.S., Inc.) MAYOR’S JEWELERS OF FLORIDA, INC. JBM RETAIL COMPANY, INC. JBM VENTURE CO., INC. MAYOR’S JEWELERS INTELLECTUAL PROPERTY HOLDING COMPANY By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: SVP & CFO Chief Financial Officer By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Group VPGVP, Finance & Treasurer Revolving Credit Guarantor Acknowledgment Page to Third Amendment to Term Loan and Security Agreement Exhibit A SCHEDULE 9.1.19

BORROWER AND BORROWER AGENT. MAYOR’S JEWELERS, INC. By: /s/ Xxxxxxx Xxxxxxxxxxx Xxxx-Xxxxxxxxxx Bédos Name: Xxxxxxx Xxxxxxxxxxx Xxxx-Xxxxxxxxxx Bédos Title: SVP & CFO By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Group VP, Finance & Treasurer President and CEO CANADIAN BORROWER: BIRKS & MAYORS GROUP INC. By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: SVP & CFO By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Group VP, Finance & Treasurer Revolving Credit and Security Agreement GUARANTORS: CASH, GOLD & SILVER USA, GROUPE BIRKS INC. (formerly known as Xxxxx Xxxxx Birks & Sons U.S., Mayors Inc.) By: /s/ Xxxxxxx Xxxxx di Montelera Name: Xx. Xxxxxxx Xxxxx di Montelera Title: Chairman of the Board of Directors By: /s/ Xxxx-Xxxxxxxxxx Bédos Name: Xxxx-Xxxxxxxxxx Bédos Title: President and CEO CREDIT AND SECURITY AGREEMENT] GUARANTORS: MAYOR’S JEWELERS OF FLORIDA, INC. JBM RETAIL COMPANY, INC. JBM VENTURE CO., INC. MAYOR’S JEWELERS INTELLECTUAL PROPERTY HOLDING COMPANY By: /s/ Xxxxxxx Xxxxxxxxxxx /s/Xxxx-Xxxxxxxxxx Bédos Name: Xxxxxxx Xxxxxxxxxxx Xxxx-Xxxxxxxxxx Bédos Title: SVP President and CEO CASH, GOLD & CFO By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Group VPSILVER INC. – OR ET ARGENT, Finance & Treasurer Revolving Credit and Security Agreement ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: SVP Revolving Credit and Security Agreement CANADIAN AGENT: BANK OF AMERICA, N.A. (acting through its Canada branch) By: /s/ Xxxxxx Sales xx Xxxxxxx Name: Xxxxxx Sales xx Xxxxxxx Title: Vice President Revolving Credit and Security Agreement US LENDERS: BANK OF AMERICA, N.A. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: SVP Revolving Credit and Security Agreement US LENDERS: XXXXX FARGO RETAIL FINANCE, LLC By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Assistant VP Revolving Credit and Security Agreement CANADIAN LENDERS: BANK OF AMERICA, N.A. (acting through its Canada branch) By: /s/ Xxxxxx Sales xx Xxxxxxx Name: Xxxxxx Sales xx Xxxxxxx Title: Vice President Revolving Credit and Security Agreement CANADIAN LENDERS: XXXXX FARGO FOOTHILL CANADA ULC By: /s/ Xxxxxxx X. X’Xxxxxx Name: Xxxxxxx X. X’Xxxxxx Title: Senior Vice President Revolving Credit and Security Agreement TRANCHE A-1 LENDERS: BANK OF AMERICA, N.A. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: SVP Revolving Credit and Security Agreement TRANCHE A-1 LENDERS: XXXXX FARGO RETAIL FINANCE, LLC By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Assistant VP Revolving Credit and Security Agreement RATIFICATION OF GUARANTY Without limiting the provisions of the foregoing Amendment and any agreement of any Guarantor made therein, each of the undersigned Guarantors hereby (a) acknowledges and consents to the foregoing Amendment and the Borrowers’ execution thereof; (b) ratifies and confirms all of their respective obligations and liabilities under the Loan Documents to which any of them is a party and ratifies and confirms that such obligations and liabilities extend to and continue in effect with respect to, and continue to guarantee and secure, as applicable, the Obligations of the Borrowers under the Credit Agreement; (c) joins the foregoing Amendment for the purpose of consenting to and being bound by the provisions of Section 13 and Section 15 thereof; and (d) acknowledges and confirms that the liens, hypothecs, pledges and security interests granted pursuant to the Loan Documents are and continue to be valid, perfected and enforceable first priority liens, hypothecs, pledges and security interests (subject only to Permitted Liens) that secure all of the Obligations on and after the date hereofCOMPTANT INC. GUARANTORS: CASH, GOLD & SILVER USA, INC. (formerly known as Xxxxx Xxxxx & Sons U.S., Inc.) MAYOR’S JEWELERS By: /s/ Xxxx-Xxxxxxxxxx Bédos Name: Xxxx-Xxxxxxxxxx Bédos Title: President CREDIT AND SECURITY AGREEMENT] ADMINISTRATIVE AGENT: BANK OF FLORIDAAMERICA, INC. JBM RETAIL COMPANYN.A. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director CREDIT AND SECURITY AGREEMENT] CANADIAN AGENT: BANK OF AMERICA, INC. JBM VENTURE CO.N.A. (acting through its Canada branch) By: /s/Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Vice President CREDIT AND SECURITY AGREEMENT] US LENDERS: BANK OF AMERICA, INC. MAYOR’S JEWELERS INTELLECTUAL PROPERTY HOLDING COMPANY N.A. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director CREDIT AND SECURITY AGREEMENT] US LENDERS: XXXXX FARGO BANK, NATIONAL ASSOCIATION By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: Assistant Vice President CREDIT AND SECURITY AGREEMENT] US LENDERS: BANK OF MONTREAL CHICAGO BRANCH By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President CREDIT AND SECURITY AGREEMENT] CANADIAN LENDERS: BANK OF AMERICA, N.A. (acting through its Canada branch) By: /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Vice President CREDIT AND SECURITY AGREEMENT] CANADIAN LENDERS: XXXXX FARGO FOOTHILL CANADA ULC By: /s/ Xxxxxxx Xxxxxxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Xxxxxxxxx Title: SVP & CFO Vice President CREDIT AND SECURITY AGREEMENT] CANADIAN LENDERS: BANK OF MONTREAL By: /s/ X.X. Xxxxx Xxxxxxxx Del Xxxxxx Name: Xxxxx Xxxxxxxx X.X. Junior Del Xxxxxx Title: Group VP, Finance & Treasurer Revolving Credit and Security Agreement Exhibit A SCHEDULE 9.1.19Senior Manager CREDIT AND SECURITY AGREEMENT] Schedule III

BORROWER AND BORROWER AGENT. MAYOR’S JEWELERS, INC. By: /s/ Xxxxxxx Xxxxxxxxxxx /s/Xxxx-Xxxxxxxxxx Bédos Name: Xxxxxxx Xxxxxxxxxxx Xxxx-Xxxxxxxxxx Bédos Title: SVP & CFO By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Group VP, Finance & Treasurer President and CEO CANADIAN BORROWER: BIRKS & MAYORS GROUP INC. By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: SVP & CFO By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Group VP, Finance & Treasurer Revolving Credit and Security Agreement GUARANTORS: CASH, GOLD & SILVER USA, GROUPE BIRKS INC. (formerly known as Xxxxx Xxxxx Birks & Sons U.S., Mayors Inc.) By: /s/ Xxxxxxx Xxxxx di Montelera Name: Xx. Xxxxxxx Xxxxx di Montelera Title: Chairman of the Board of Directors By: /s/Xxxx-Xxxxxxxxxx Bédos Name: Xxxx-Xxxxxxxxxx Bédos Title: President and CEO CREDIT AND SECURITY AGREEMENT] GUARANTORS: MAYOR’S JEWELERS OF FLORIDA, INC. JBM RETAIL COMPANY, INC. JBM VENTURE CO., INC. MAYOR’S JEWELERS INTELLECTUAL PROPERTY HOLDING COMPANY By: /s/ Xxxxxxx Xxxxxxxxxxx Xxxx-Xxxxxxxxxx Bédos Name: Xxxxxxx Xxxxxxxxxxx Xxxx-Xxxxxxxxxx Bédos Title: SVP President and CEO CASH, GOLD & CFO By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Group VPSILVER INC. – OR ET ARGENT, Finance & Treasurer Revolving Credit and Security Agreement ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: SVP Revolving Credit and Security Agreement CANADIAN AGENT: BANK OF AMERICA, N.A. (acting through its Canada branch) By: /s/ Xxxxxx Sales xx Xxxxxxx Name: Xxxxxx Sales xx Xxxxxxx Title: Vice President Revolving Credit and Security Agreement US LENDERS: BANK OF AMERICA, N.A. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: SVP Revolving Credit and Security Agreement US LENDERS: XXXXX FARGO RETAIL FINANCE, LLC By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Assistant VP Revolving Credit and Security Agreement CANADIAN LENDERS: BANK OF AMERICA, N.A. (acting through its Canada branch) By: /s/ Xxxxxx Sales xx Xxxxxxx Name: Xxxxxx Sales xx Xxxxxxx Title: Vice President Revolving Credit and Security Agreement CANADIAN LENDERS: XXXXX FARGO FOOTHILL CANADA ULC By: /s/ Xxxxxxx X. X’Xxxxxx Name: Xxxxxxx X. X’Xxxxxx Title: Senior Vice President Revolving Credit and Security Agreement TRANCHE A-1 LENDERS: BANK OF AMERICA, N.A. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: SVP Revolving Credit and Security Agreement TRANCHE A-1 LENDERS: XXXXX FARGO RETAIL FINANCE, LLC By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Assistant VP Revolving Credit and Security Agreement RATIFICATION OF GUARANTY Without limiting the provisions of the foregoing Amendment and any agreement of any Guarantor made therein, each of the undersigned Guarantors hereby (a) acknowledges and consents to the foregoing Amendment and the Borrowers’ execution thereof; (b) ratifies and confirms all of their respective obligations and liabilities under the Loan Documents to which any of them is a party and ratifies and confirms that such obligations and liabilities extend to and continue in effect with respect to, and continue to guarantee and secure, as applicable, the Obligations of the Borrowers under the Credit Agreement; (c) joins the foregoing Amendment for the purpose of consenting to and being bound by the provisions of Section 13 and Section 15 thereof; and (d) acknowledges and confirms that the liens, hypothecs, pledges and security interests granted pursuant to the Loan Documents are and continue to be valid, perfected and enforceable first priority liens, hypothecs, pledges and security interests (subject only to Permitted Liens) that secure all of the Obligations on and after the date hereofCOMPTANT INC. GUARANTORS: CASH, GOLD & SILVER USA, INC. (formerly known as Xxxxx Xxxxx & Sons U.S., Inc.) MAYOR’S JEWELERS OF FLORIDA, INC. JBM RETAIL COMPANY, INC. JBM VENTURE CO., INC. MAYOR’S JEWELERS INTELLECTUAL PROPERTY HOLDING COMPANY By: /s/ Xxxxxxx Xxxxxxxxxxx Xxxx-Xxxxxxxxxx Bédos Name: Xxxxxxx Xxxxxxxxxxx Xxxx-Xxxxxxxxxx Bédos Title: SVP & CFO President AND SECURITY AGREEMENT] PATHLIGHT CAPITAL, LLC, as Administrative Agent, Co-Collateral Agent and Lender By: /s/Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Managing Director Notice Address: Pathlight Capital, LLC Xxx Xxxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxx, Xxxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx Telephone: (000) 000-0000 E-Mail: xxxxxxx@xxxxxxxxxxxxxxxx.xxx AND SECURITY AGREEMENT] XXXXX FARGO CREDIT, INC., as a Co-Collateral Agent and a Lender By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Managing Director Notice Address: Xxxxx Fargo Credit, Inc. Junior Capital Division Xxx Xxxxxx Xxxxx, 00xx Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx Telephone: (000) 000-0000 Telecopier: (000) 000-0000 E-Mail: xxxx.x.xxxxxx@xxxxxxxxxx.xxx AND SECURITY AGREEMENT] XXXXX FARGO FOOTHILL CANADA ULC, as a Lender By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Group VPSenior Vice President Notice Address: Xxxxx Fargo Foothill Canada ULC 00 Xxxx Xxxxxx Xxxx Xxxxxxx, Finance & Treasurer Revolving Credit and Security Agreement Exhibit A SCHEDULE 9.1.19Xxxxxxx, Xxxxxx X0X 0X0 Attention: Xxxxxxx Xxxxxxxxx Telephone: (000) 000-0000 Telecopier: (000) 000-0000 E-Mail: xxxxxxx.xxxxxxxxx@xxxxxxxxxx.xxx [SIGNATURE PAGE TO FIRST AMENDMENT TO SECOND AMENDED AND RESTATED TERM LOAN AND SECURITY AGREEMENT] Schedule III

BORROWER AND BORROWER AGENT. MAYOR’S JEWELERS, INC. By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: SVP & CFO By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Group VPVice President, Finance & Treasurer Business Development CANADIAN BORROWER: BIRKS & MAYORS GROUP INC. By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: SVP GROUPE BIRKS INC. (formerly known as Birks & CFO Mayors Inc.) By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Group VPVice President, Finance & Treasurer Revolving Credit Business Development By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Vice President, Legal Affairs and Security Agreement Corporate Secretary GUARANTORS: CASH, GOLD & SILVER USA, INC. (formerly known as Xxxxx Xxxxx & Sons U.S., Inc.) MAYOR’S JEWELERS OF FLORIDA, INC. JBM RETAIL COMPANY, INC. JBM VENTURE CO., INC. MAYOR’S JEWELERS INTELLECTUAL PROPERTY HOLDING COMPANY By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: SVP & CFO By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Group VPVice President, Finance Business Development CASH, GOLD & Treasurer Revolving Credit and Security Agreement ADMINISTRATIVE AGENT: BANK OF AMERICASILVER INC. – OR ET ARGENT, N.A. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: SVP Revolving Credit and Security Agreement CANADIAN AGENT: BANK OF AMERICA, N.A. (acting through its Canada branch) By: /s/ Xxxxxx Sales xx Xxxxxxx Name: Xxxxxx Sales xx Xxxxxxx Title: Vice President Revolving Credit and Security Agreement US LENDERS: BANK OF AMERICA, N.A. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: SVP Revolving Credit and Security Agreement US LENDERS: XXXXX FARGO RETAIL FINANCE, LLC By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Assistant VP Revolving Credit and Security Agreement CANADIAN LENDERS: BANK OF AMERICA, N.A. (acting through its Canada branch) By: /s/ Xxxxxx Sales xx Xxxxxxx Name: Xxxxxx Sales xx Xxxxxxx Title: Vice President Revolving Credit and Security Agreement CANADIAN LENDERS: XXXXX FARGO FOOTHILL CANADA ULC By: /s/ Xxxxxxx X. X’Xxxxxx Name: Xxxxxxx X. X’Xxxxxx Title: Senior Vice President Revolving Credit and Security Agreement TRANCHE A-1 LENDERS: BANK OF AMERICA, N.A. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: SVP Revolving Credit and Security Agreement TRANCHE A-1 LENDERS: XXXXX FARGO RETAIL FINANCE, LLC By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Assistant VP Revolving Credit and Security Agreement RATIFICATION OF GUARANTY Without limiting the provisions of the foregoing Amendment and any agreement of any Guarantor made therein, each of the undersigned Guarantors hereby (a) acknowledges and consents to the foregoing Amendment and the Borrowers’ execution thereof; (b) ratifies and confirms all of their respective obligations and liabilities under the Loan Documents to which any of them is a party and ratifies and confirms that such obligations and liabilities extend to and continue in effect with respect to, and continue to guarantee and secure, as applicable, the Obligations of the Borrowers under the Credit Agreement; (c) joins the foregoing Amendment for the purpose of consenting to and being bound by the provisions of Section 13 and Section 15 thereof; and (d) acknowledges and confirms that the liens, hypothecs, pledges and security interests granted pursuant to the Loan Documents are and continue to be valid, perfected and enforceable first priority liens, hypothecs, pledges and security interests (subject only to Permitted Liens) that secure all of the Obligations on and after the date hereofCOMPTANT INC. GUARANTORS: CASH, GOLD & SILVER USA, INC. (formerly known as Xxxxx Xxxxx & Sons U.S., Inc.) MAYOR’S JEWELERS OF FLORIDA, INC. JBM RETAIL COMPANY, INC. JBM VENTURE CO., INC. MAYOR’S JEWELERS INTELLECTUAL PROPERTY HOLDING COMPANY By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: SVP & CFO By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Group VPVice President ADMINISTRATIVE AGENT: BANK OF AMERICA, Finance & Treasurer Revolving Credit and Security Agreement N.A. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director CANADIAN LENDERS: BANK OF AMERICA, N.A. (acting through its Canada branch) By: /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Vice President US LENDERS: BANK OF AMERICA, N.A. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director US LENDERS: XXXXX FARGO BANK, NATIONAL ASSOCIATION By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: Assistant Vice President US LENDERS: BANK OF MONTREAL CHICAGO BRANCH By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President [SIGNATURE PAGE TO FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT] CANADIAN LENDERS: BANK OF AMERICA, N.A. (acting through its Canada branch) By: /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Vice President [SIGNATURE PAGE TO FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT] CANADIAN LENDERS: XXXXX FARGO FOOTHILL CANADA ULC By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Senior Vice President CANADIAN LENDERS: BANK OF MONTREAL By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Senior Manager By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Senior Manager Exhibit A SCHEDULE 9.1.19Amendments to Existing Credit Agreement Please see attached. Exhibit C [EXECUTION COPY] [CONFORMED COPY THROUGH AND INCLUDING THE CONSENT AND FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT MAYOR’S JEWELERS, INC., as the US Borrower BIRKS [& MAYORS]GROUP INC. – GROUPE BIRKS INC., as the Canadian Borrower Collectively, the Borrowers AND THEIR SUBSIDIARIES PARTY HERETO, as Guarantors SECOND AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT Dated as of June 8, 2011 CERTAIN FINANCIAL INSTITUTIONS, as Lenders, BANK OF AMERICA, N.A., as Administrative Agent, BANK OF AMERICA, N.A. (acting through its Canada branch), as Canadian Agent and BANK OF AMERICA, N.A. and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Co-Collateral Agents with XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED and XXXXX FARGO CAPITAL FINANCE, LLC, as Co-Lead Arrangers and Co-Book Managers TABLE OF CONTENTS Page

BORROWER AND BORROWER AGENT. MAYOR’S JEWELERS, INC. By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: SVP & CFO By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Group VPVice President, Finance & Treasurer Business Development CANADIAN BORROWER: BIRKS & MAYORS GROUP INC. By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: SVP GROUPE BIRKS INC. (formerly known as Birks & CFO Mayors Inc.) By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Group VPVice President, Finance & Treasurer Revolving Credit Business Development By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Vice President, Legal Affairs and Security Agreement Corporate Secretary GUARANTORS: CASH, GOLD & SILVER USA, INC. (formerly known as Xxxxx Xxxxx & Sons U.S., Inc.) MAYOR’S JEWELERS OF FLORIDA, INC. JBM RETAIL COMPANY, INC. JBM VENTURE CO., INC. MAYOR’S JEWELERS INTELLECTUAL PROPERTY HOLDING COMPANY By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: SVP & CFO By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Group VPVice President, Finance Business Development CASH, GOLD & Treasurer Revolving Credit and Security Agreement ADMINISTRATIVE AGENT: BANK OF AMERICASILVER INC. – OR ET ARGENT, N.A. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: SVP Revolving Credit and Security Agreement CANADIAN AGENT: BANK OF AMERICA, N.A. (acting through its Canada branch) By: /s/ Xxxxxx Sales xx Xxxxxxx Name: Xxxxxx Sales xx Xxxxxxx Title: Vice President Revolving Credit and Security Agreement US LENDERS: BANK OF AMERICA, N.A. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: SVP Revolving Credit and Security Agreement US LENDERS: XXXXX FARGO RETAIL FINANCE, LLC By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Assistant VP Revolving Credit and Security Agreement CANADIAN LENDERS: BANK OF AMERICA, N.A. (acting through its Canada branch) By: /s/ Xxxxxx Sales xx Xxxxxxx Name: Xxxxxx Sales xx Xxxxxxx Title: Vice President Revolving Credit and Security Agreement CANADIAN LENDERS: XXXXX FARGO FOOTHILL CANADA ULC By: /s/ Xxxxxxx X. X’Xxxxxx Name: Xxxxxxx X. X’Xxxxxx Title: Senior Vice President Revolving Credit and Security Agreement TRANCHE A-1 LENDERS: BANK OF AMERICA, N.A. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: SVP Revolving Credit and Security Agreement TRANCHE A-1 LENDERS: XXXXX FARGO RETAIL FINANCE, LLC By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Assistant VP Revolving Credit and Security Agreement RATIFICATION OF GUARANTY Without limiting the provisions of the foregoing Amendment and any agreement of any Guarantor made therein, each of the undersigned Guarantors hereby (a) acknowledges and consents to the foregoing Amendment and the Borrowers’ execution thereof; (b) ratifies and confirms all of their respective obligations and liabilities under the Loan Documents to which any of them is a party and ratifies and confirms that such obligations and liabilities extend to and continue in effect with respect to, and continue to guarantee and secure, as applicable, the Obligations of the Borrowers under the Credit Agreement; (c) joins the foregoing Amendment for the purpose of consenting to and being bound by the provisions of Section 13 and Section 15 thereof; and (d) acknowledges and confirms that the liens, hypothecs, pledges and security interests granted pursuant to the Loan Documents are and continue to be valid, perfected and enforceable first priority liens, hypothecs, pledges and security interests (subject only to Permitted Liens) that secure all of the Obligations on and after the date hereofCOMPTANT INC. GUARANTORS: CASH, GOLD & SILVER USA, INC. (formerly known as Xxxxx Xxxxx & Sons U.S., Inc.) MAYOR’S JEWELERS OF FLORIDA, INC. JBM RETAIL COMPANY, INC. JBM VENTURE CO., INC. MAYOR’S JEWELERS INTELLECTUAL PROPERTY HOLDING COMPANY By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: SVP & CFO By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Group VPVice President ADMINISTRATIVE AGENT: BANK OF AMERICA, Finance & Treasurer Revolving Credit and Security Agreement N.A. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director CANADIAN AGENT: BANK OF AMERICA, N.A. (acting through its Canada branch) By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Vice President US LENDERS: BANK OF AMERICA, N.A. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director US LENDERS: XXXXX FARGO BANK, NATIONAL ASSOCIATION By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: Assistant Vice President US LENDERS: BANK OF MONTREAL CHICAGO BRANCH By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President CANADIAN LENDERS: BANK OF AMERICA, N.A. (acting through its Canada branch) By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Vice President CANADIAN LENDERS: XXXXX FARGO FOOTHILL CANADA ULC By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Vice President CANADIAN LENDERS: BANK OF MONTREAL By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Senior Manager Exhibit A SCHEDULE 9.1.19D FORM OF COMPLIANCE CERTIFICATE

BORROWER AND BORROWER AGENT. MAYOR’S JEWELERS, INC. By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: SVP & and CFO By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Group VP, Finance & and Treasurer CANADIAN BORROWER: BIRKS & MAYORS INC. By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: SVP & and CFO By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Group VP, Finance & and Treasurer Revolving Credit and Security Agreement GUARANTORS: CASH, GOLD XXXXX XXXXX & SILVER USASONS U.S., INC. (formerly known as Xxxxx Xxxxx & Sons U.S., Inc.) MAYOR’S JEWELERS OF FLORIDA, INC. JBM RETAIL COMPANY, INC. JBM VENTURE CO., INC. MAYOR’S JEWELERS INTELLECTUAL PROPERTY HOLDING COMPANY By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: SVP & CFO By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Group VP, Finance & Treasurer Revolving Credit and Security Agreement ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: SVP Senior Vice President Revolving Credit and Security Agreement CANADIAN AGENT: BANK OF AMERICA, N.A. (acting through its Canada branch) By: /s/ Xxxxxx Sales xx Xx Xxxxxxx Name: Xxxxxx Sales xx Xx Xxxxxxx Title: Vice President Revolving Credit and Security Agreement US LENDERS: BANK OF AMERICA, N.A. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: SVP Revolving Credit and Security Agreement US LENDERS: XXXXX FARGO RETAIL FINANCE, LLC By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Assistant VP Revolving Credit and Security Agreement US LENDERS: BANK OF MONTREAL CHICAGO BRANCH By: /s/ Xxxxx Xxxxx Swiniaiski Name: Xxxxx Xxxxx Swiniaiski Title: Vice President, BMO Chicago Branch Revolving Credit and Security Agreement CANADIAN LENDERS: BANK OF AMERICA, N.A. (acting through its Canada branch) By: /s/ Xxxxxx Sales xx Xx Xxxxxxx Name: Xxxxxx Sales xx Xx Xxxxxxx Title: Vice President Revolving Credit and Security Agreement CANADIAN LENDERS: XXXXX FARGO FOOTHILL CANADA ULC By: /s/ Xxxxxxxxx Xxxxxxxxx Name: Xxxxxxxxx Xxxxxxxxx Title: Chief Financial Officer, EVP Revolving Credit and Security Agreement CANADIAN LENDERS: BANK OF MONTREAL By: /s/ Xxxxxxx X. X’Xxxxxx Xxxxxx Name: Xxxxxxx X. X’Xxxxxx Xxxxxx Title: Senior Vice President Managing Director Revolving Credit and Security Agreement TRANCHE A-1 LENDERS: BANK OF AMERICA, N.A. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: SVP Vice President Revolving Credit and Security Agreement TRANCHE A-1 LENDERS: XXXXX FARGO RETAIL FINANCE, LLC By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Assistant VP Revolving Credit and Security Agreement TRANCHE A-1 LENDERS: BANK OF MONTREAL CHICAGO BRANCH By: /s/ Xxxxx Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxx Xxxxxxxxxx Title: Vice President, BMO Chicago Branch Revolving Credit and Security Agreement RATIFICATION OF GUARANTY Without limiting the provisions of the foregoing Amendment and any agreement of any Guarantor made therein, each of the undersigned Guarantors hereby (a) acknowledges and consents to the foregoing Amendment and the Borrowers’ execution thereof; (b) ratifies and confirms all of their respective obligations and liabilities under the Loan Documents to which any of them is a party and ratifies and confirms that such obligations and liabilities extend to and continue in effect with respect to, and continue to guarantee and secure, as applicable, the Obligations of the Borrowers under the Credit Agreement; (c) joins the foregoing Amendment for the purpose of consenting to and being bound by the provisions of Section 13 9 and Section 15 11 thereof; and (d) acknowledges and confirms that the liens, hypothecs, pledges and security interests granted pursuant to the Loan Documents are and continue to be valid, perfected and enforceable first priority liens, hypothecs, pledges and security interests (subject only to Permitted Liens) that secure all of the Obligations on and after the date hereof. GUARANTORS: CASH, GOLD XXXXX XXXXX & SILVER USASONS U.S., INC. (formerly known as Xxxxx Xxxxx & Sons U.S., Inc.) MAYOR’S JEWELERS OF FLORIDA, INC. JBM RETAIL COMPANY, INC. JBM VENTURE CO., INC. MAYOR’S JEWELERS INTELLECTUAL PROPERTY HOLDING COMPANY By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: SVP & CFO By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Group VP, Finance & Treasurer Revolving Credit and Security Agreement Exhibit A SCHEDULE 9.1.19Treasurer

BORROWER AND BORROWER AGENT. MAYOR’S JEWELERS, INC. By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: SVP & CFO Chief Financial Officer By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Group VP, GVP Finance & Treasurer CANADIAN BORROWER: BORROWER BIRKS & MAYORS INC. By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: SVP & CFO Chief Financial Officer By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Group VPGVP, Finance & Treasurer Revolving Credit and Security Agreement GUARANTORS: CASH, GOLD XXXXX XXXXX & SILVER USASONS U.S., INC. (formerly known as Xxxxx Xxxxx & Sons U.S., Inc.) MAYOR’S JEWELERS OF FLORIDA, INC. JBM RETAIL COMPANY, INC. JBM VENTURE CO., INC. MAYOR’S JEWELERS INTELLECTUAL PROPERTY HOLDING COMPANY By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: SVP & CFO Chief Financial Officer By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Group VP, GVP Finance & Treasurer Revolving Credit and Security Agreement ADMINISTRATIVE AGENT: AGENT BANK OF AMERICA, N.A. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: SVP Revolving Credit and Security Agreement Vice President CANADIAN AGENT: AGENT BANK OF AMERICA, N.A. (acting through its Canada branch) By: /s/ Xxxxxx Sales xx Xxxxxxx Xxxxx XxXxxxxx Name: Xxxxxx Sales xx Xxxxxxx Xxxxx XxXxxxxx Title: Assistant Vice President Revolving Credit and Security Agreement US LENDERS: BANK OF AMERICA, N.A. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: SVP Revolving Credit and Security Agreement Vice President US LENDERS: XXXXX FARGO RETAIL FINANCE, LLC By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Assistant VP Revolving Credit and Security Agreement Vice President US LENDERS: BANK OF MONTREAL CHICAGO BRANCH By: /s/ Xxxxx Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxx Xxxxxxxxxx Title: Vice President, BMO Chicago Branch CANADIAN LENDERS: BANK OF AMERICA, N.A. (acting through its Canada branch) By: /s/ Xxxxxx Sales xx Xx Xxxxxxx Name: Xxxxxx Sales xx Xx Xxxxxxx Title: Vice President Revolving Credit and Security Agreement CANADIAN LENDERS: XXXXX FARGO FOOTHILL CANADA ULC By: /s/ Xxxxxxxxx Xxxxxxxxx Name: Xxxxxxxxx Xxxxxxxxx Title: Chief Financial Officer, EVP CANADIAN LENDERS: BANK OF MONTREAL By: /s/ Xxxxxxx X. X’Xxxxxx Xxxxxx Name: Xxxxxxx X. X’Xxxxxx Xxxxxx Title: Senior Vice President Revolving Credit and Security Agreement Managing Director TRANCHE A-1 LENDERS: BANK OF AMERICA, N.A. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: SVP Revolving Credit and Security Agreement Vice President TRANCHE A-1 LENDERS: XXXXX FARGO RETAIL FINANCE, LLC By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Assistant VP Revolving Credit and Security Agreement Vice President TRANCHE A-1 LENDERS: BANK OF MONTREAL CHICAGO BRANCH By: /s/ Xxxxx Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxx Xxxxxxxxxx Title: Vice President, BMO Chicago Branch RATIFICATION OF GUARANTY Without limiting the provisions of the foregoing Amendment and any agreement of any Guarantor made therein, each Each of the undersigned Guarantors hereby (a) acknowledges and consents to the foregoing Amendment and the Borrowers’ execution thereof; (b) ratifies and confirms all of their respective obligations and liabilities under the Loan Documents to which any of them is a party and ratifies and confirms that such obligations and liabilities extend to and continue in effect with respect to, and continue to guarantee and secure, as applicable, the Obligations of the Borrowers under the Credit Agreement; (c) joins the foregoing Amendment for the purpose of consenting to acknowledge and being bound by the provisions of Section 13 and Section 15 thereof; and (d) acknowledges and confirms confirm that the liens, hypothecs, pledges and security interests granted pursuant to the Loan Documents are and continue to be valid, perfected and enforceable first priority liens, hypothecs, pledges and security interests (subject only to Permitted Liens) that secure all of the Obligations on and after the date hereof; (d) acknowledges and agrees that, as of the date hereof, such Guarantor does not have any claim or cause of action against any Agent or any Lender (or, with respect to the Credit Agreement and the other Loan Documents and the administration of the credit facilities thereunder, any of its respective directors, officers, employees, agents or representatives); and (e) acknowledges, affirms and agrees that, as of the date hereof, such Guarantor does not have any defense, claim, cause of action, counterclaim, offset or right of recoupment or compensation of any kind or nature against any of their respective obligations, indebtedness or liabilities to any Agent or any Lender. GUARANTORS: CASH, GOLD XXXXX XXXXX & SILVER USASONS U.S., INC. (formerly known as Xxxxx Xxxxx & Sons U.S., Inc.) MAYOR’S JEWELERS OF FLORIDA, INC. JBM RETAIL COMPANY, INC. JBM VENTURE CO., INC. MAYOR’S JEWELERS INTELLECTUAL PROPERTY HOLDING COMPANY By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: SVP & CFO Chief Financial Officer By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Group VP, GVP Finance & Treasurer Revolving Credit and Security Agreement Exhibit A SCHEDULE 9.1.191.1(A) COMMITMENTS OF THE LENDERS US Revolver Commitments US Lenders US Revolver Commitment Pro Rata US Revolver Commitment Bank of America, N.A. $78,000,000.00 62.9032258065% Xxxxx Fargo Retail Finance, LLC $27,600,000.00 22.0000000000% Bank of Montreal Chicago Branch $18,400,000.00 14.0000000000% Total: $124,000,000.001 100.0000000000% Canadian Revolver Commitments Canadian Lenders Canadian Revolver Commitment Pro Rata Canadian Revolver Commitment Bank of America, N.A. (acting through its Canada branch) CD$78,000,000.00 62.9032258065% Xxxxx Fargo Foothill Canada ULC CD$27,600,000.00 22.0000000000% Bank of Montreal CD$18,400,000.00 14.0000000000% Total: CD$124,000,000.001 100.0000000000% Tranche A-1 Commitments Tranche A-1 Lenders Tranche A-1 Commitment Pro Rata Tranche A-1 Commitment Bank of America, N.A. $5,727,272.73 63.6363636364% Xxxxx Fargo Retail Finance, LLC $1,963,636.36 21.0000000000% Bank of Montreal Chicago Branch $1,309,090.91 14.0000000000% Total: $9,000,000.00 100.0000000000%

BORROWER AND BORROWER AGENT. MAYOR’S JEWELERS, INC. By: /s/ Xxxxxxx Xxxxxxxxxxx Xxxxx Name: Xxxxxxx Xxxxxxxxxxx Xxxxx Title: SVP & CFO By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Group VPVice President, Finance & Treasurer Legal Affairs and Corporate Secretary CANADIAN BORROWER: BIRKS & MAYORS GROUP INC. By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: SVP & CFO By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Group VP, Finance & Treasurer Revolving Credit and Security Agreement GUARANTORS: CASH, GOLD & SILVER USA, GROUPE BIRKS INC. (formerly known as Xxxxx Xxxxx Birks & Sons U.S., Mayors Inc.) By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Vice President, Legal Affairs and Corporate Secretary CREDIT AND SECURITY AGREEMENT] GUARANTORS: MAYOR’S JEWELERS OF FLORIDA, INC. JBM RETAIL COMPANY, INC. JBM VENTURE CO., INC. MAYOR’S JEWELERS INTELLECTUAL PROPERTY HOLDING COMPANY By: /s/ Xxxxxxx Xxxxxxxxxxx Xxxxx Name: Xxxxxxx Xxxxxxxxxxx Xxxxx Title: SVP Vice President, Legal affairs and Corporate Secretary CASH, GOLD & CFO SILVER INC. – OR ET ARGENT, COMPTANT INC. CASH, GOLD & SILVER USA, INC. (formerly known as Xxxxx Xxxxx & Sons U.S., Inc.) By: /s/ Xxxxxxx Xxxxx Xxxxxxxx Name: Xxxxxxx Xxxxx Xxxxxxxx Title: Group VP, Finance & Treasurer Revolving Credit and Security Agreement Secretary CREDIT AND SECURITY AGREEMENT] ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A. By: /s/ Xxxx X. Xxxxxx Xxxxxx Name: Xxxx X. Xxxxxx Xxxxxx Title: SVP Revolving Credit and Security Agreement Managing Director CREDIT AND SECURITY AGREEMENT] CANADIAN AGENT: BANK OF AMERICA, N.A. (acting through its Canada branch) By: /s/ Xxxxxx Sales xx Xxxxxxx Name: Xxxxxx Sales xx Xxxxxxx Title: Vice President Revolving Credit and Security Agreement CREDIT AND SECURITY AGREEMENT] US LENDERS: BANK OF AMERICA, N.A. By: /s/ Xxxx X. Xxxxxx Xxxxxx Name: Xxxx X. Xxxxxx Xxxxxx Title: SVP Revolving Credit and Security Agreement Managing Director CREDIT AND SECURITY AGREEMENT] US LENDERS: XXXXX FARGO RETAIL FINANCEBANK, LLC NATIONAL ASSOCIATION By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: Assistant Vice President CREDIT AND SECURITY AGREEMENT] US LENDERS: BANK OF MONTREAL CHICAGO BRANCH By: /s/ Xxxxxx Xxx Xxxxxxx Name: Xxxxxx Xxx Xxxxxxx Title: Assistant VP Revolving Credit and Security Agreement Vice President CREDIT AND SECURITY AGREEMENT] CANADIAN LENDERS: BANK OF AMERICA, N.A. (acting through its Canada branch) By: /s/ Xxxxxx Sales xx Xxxxxxx Name: Xxxxxx Sales xx Xxxxxxx Title: Vice President Revolving Credit and Security Agreement CREDIT AND SECURITY AGREEMENT] CANADIAN LENDERS: XXXXX FARGO FOOTHILL CANADA ULC By: /s/ Xxxxxxx X. X’Xxxxxx Xxxxx X Xxxxxxxx Name: Xxxxxxx Xxxxx X. X’Xxxxxx Xxxxxxxx Title: Senior Vice President Revolving Credit and Security Agreement TRANCHE A-1 [SIGNATURE PAGE TO SECOND AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT] CANADIAN LENDERS: BANK OF AMERICA, N.A. MONTREAL By: /s/ Xxxx X. Xxxxxx Xxxxxxx Name: Xxxx X. Xxxxxx Xxxxxxx Title: SVP Director National Accounts By: Name: Title: CREDIT AND SECURITY AGREEMENT] Exhibit E BIRKS GROUP INC. Date BORROWING BASE CERTIFICATE # SENIOR REVOLVER BORROWING BASE TOTAL FACILITY AVAILABILITY CALCULATION Birks Group Inc Availability Birks Group Inc Term Loan Borrowing Base Less: Availability Block (Greater of 8.5M or 10% TL Borrowing Capacity) Seasonal Availability Block Amount (12/20-1/20=$12.5MM;1/21-2/10=$5MM) EBITDA Reserve Loan to Value Reserve Discretionay Reserve Equals: Senior Revolving Credit and Security Agreement TRANCHE A-1 LENDERS: XXXXX FARGO RETAIL FINANCE, LLC By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Assistant VP Facility Net Availability (Revolver & A+) Total Letters of Credit Total Revolving Loan Balance Total Obligations TOTAL EXCESS AVAILABILITY MAYORS REVOLVING LOAN ADVANCE REQUESTS Beginning Principal Balance Mayors Add prior days advance Add fees charged today Less prior days paydown Ending Principal Balance Add est. accrued mtd interest Add Letters of Credit and Security Agreement RATIFICATION OF GUARANTY Without limiting the provisions (Documentary & Standby) Total liability prior to request Mayors Advance Request USD Note only; Mayors Loan no LC Total liabilities after today’s request CDN BIRKS ADVANCE REQUEST Beginning Principal Balance Birks Add prior days advance CAD Add fees charged today or purchase/sale of the foregoing Amendment and any agreement USD Less prior days paydown CAD Ending Principal Balance Add est. accrued mtd interest Add Letters of any Guarantor made therein, each Credit (Documentary & Standby) Total liability prior to request Birks Advance Request CAD Total Birks Liability Includes USD Loan Converted to CAD Total Canadian Loans Outstanding Current Exchange Rate - Noon Rate Friday xxxx://xxx.xxxxxxxxxxxx.xx/en/rates/exchange USD Equivalent of the undersigned Guarantors hereby (a) acknowledges and consents CanadianLoans Outstanding USD BIRKS ADVANCE REQUEST Beginning Principal Balance Birks USD Add prior days advance Add fees charged today Less prior days paydown Net Birks USD Availability prior to the foregoing Amendment and the Borrowers’ execution thereof; (b) ratifies and confirms all of their respective obligations and liabilities under the Loan Documents to which any of them is a party and ratifies and confirms that such obligations and liabilities extend to and continue in effect with respect to, and continue to guarantee and secure, as applicable, the Obligations of the Borrowers under the Credit Agreement; (c) joins the foregoing Amendment for the purpose of consenting to and being bound by the provisions of Section 13 and Section 15 thereof; and (d) acknowledges and confirms that the liens, hypothecs, pledges and security interests granted pursuant to the Loan Documents are and continue to be valid, perfected and enforceable first priority liens, hypothecs, pledges and security interests (subject only to Permitted Liens) that secure all of the Obligations on and after the date hereof. GUARANTORS: CASH, GOLD & SILVER USA, INC. (formerly known as Xxxxx Xxxxx & Sons U.S., Inc.) MAYOR’S JEWELERS OF FLORIDA, INC. JBM RETAIL COMPANY, INC. JBM VENTURE CO., INC. MAYOR’S JEWELERS INTELLECTUAL PROPERTY HOLDING COMPANY By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: SVP & CFO By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Group VP, Finance & Treasurer Revolving Credit and Security Agreement Exhibit A SCHEDULE 9.1.19today’s request Birks Advance Request USD Total Birks USD Liability

BORROWER AND BORROWER AGENT. MAYOR’S JEWELERS, INC. By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: SVP Senior VP & CFO By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Group VP, Finance & Treasurer CANADIAN BORROWER: BIRKS & MAYORS INC. By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: SVP Senior VP & CFO By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Group VP, Finance & Treasurer Signature Page to Fifth Amendment and Consent to Amended and Restated Revolving Credit and Security Agreement GUARANTORS: CASH, GOLD & SILVER USA, INC. (formerly known as Xxxxx Xxxxx & Sons U.S., Inc.) MAYOR’S JEWELERS OF FLORIDA, INC. JBM RETAIL COMPANY, INC. JBM VENTURE CO., INC. MAYOR’S JEWELERS INTELLECTUAL PROPERTY HOLDING COMPANY By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: SVP Senior VP & CFO By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Group VP, Finance & Treasurer CASH, GOLD & SILVER INC. – OR ET ARGENT, COMPTANT INC. By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: Vice President By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Vice President Signature Page to Fifth Amendment and Consent to Amended and Restated Revolving Credit and Security Agreement ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: SVP Revolving Credit and Security Agreement CANADIAN AGENT: BANK OF AMERICA, N.A. (acting through its Canada branch) By: /s/ Xxxxxx Sales xx Xxxxxxx Name: Xxxxxx Sales xx Xxxxxxx Title: Vice President Revolving Credit and Security Agreement US LENDERS: BANK OF AMERICA, N.A. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: SVP Revolving Credit and Security Agreement US LENDERS: XXXXX FARGO RETAIL FINANCE, LLC By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Assistant VP Vice President Signature Page to Fifth Amendment and Consent to Amended and Restated Revolving Credit and Security Agreement US LENDERS: BANK OF MONTREAL CHICAGO BRANCH By: /s/ Xxxxx Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxx Xxxxxxxxxx Title: Vice President Revolving Credit and Security Agreement CANADIAN LENDERS: BANK OF AMERICA, N.A. (acting through its Canada branch) By: /s/ Xxxxxx Sales xx Xxxxxxx Name: Xxxxxx Sales xx Xxxxxxx Title: Vice President Revolving Credit and Security Agreement CANADIAN LENDERS: XXXXX FARGO FOOTHILL CANADA ULC By: /s/ Xxxxxxx X. X’Xxxxxx Name: Xxxxxxx X. X’Xxxxxx Title: Senior Vice President Revolving Credit and Security Agreement CANADIAN LENDERS: BANK OF MONTREAL By: /s/ X.X. Xxxxxx Name: X.X. Xxxxxx Title: Director, Corporate Finance, Asset Based Lending By: /s/ X.X. Xxxxxxx Name: X.X. Xxxxxx Title: Director of Operations, Corporate Finance, Asset Based Lending Signature Page to Fifth Amendment and Consent to Amended and Restated Revolving Credit and Security Agreement TRANCHE A-1 LENDERS: BANK OF AMERICA, N.A. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: SVP Revolving Credit and Security Agreement TRANCHE A-1 LENDERS: XXXXX FARGO RETAIL FINANCE, LLC By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Assistant VP Vice President Revolving Credit and Security Agreement RATIFICATION TRANCHE A-1 LENDERS: BANK OF GUARANTY Without limiting the provisions of the foregoing Amendment and any agreement of any Guarantor made therein, each of the undersigned Guarantors hereby (a) acknowledges and consents to the foregoing Amendment and the Borrowers’ execution thereof; (b) ratifies and confirms all of their respective obligations and liabilities under the Loan Documents to which any of them is a party and ratifies and confirms that such obligations and liabilities extend to and continue in effect with respect to, and continue to guarantee and secure, as applicable, the Obligations of the Borrowers under the Credit Agreement; (c) joins the foregoing Amendment for the purpose of consenting to and being bound by the provisions of Section 13 and Section 15 thereof; and (d) acknowledges and confirms that the liens, hypothecs, pledges and security interests granted pursuant to the Loan Documents are and continue to be valid, perfected and enforceable first priority liens, hypothecs, pledges and security interests (subject only to Permitted Liens) that secure all of the Obligations on and after the date hereof. GUARANTORS: CASH, GOLD & SILVER USA, INC. (formerly known as Xxxxx Xxxxx & Sons U.S., Inc.) MAYOR’S JEWELERS OF FLORIDA, INC. JBM RETAIL COMPANY, INC. JBM VENTURE CO., INC. MAYOR’S JEWELERS INTELLECTUAL PROPERTY HOLDING COMPANY By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: SVP & CFO MONTREAL CHICAGO BRANCH By: /s/ Xxxxx Xxxxxxxx Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxx Xxxxx Xxxxxxxxxx Title: Group VP, Finance & Treasurer Vice President Revolving Credit and Security Agreement Exhibit A to Fifth Amendment SCHEDULE 9.1.191.1(A) COMMITMENTS OF THE LENDERS US Revolver Commitments US Lenders US Revolver Commitment Pro Rata US Revolver Commitment Bank of America, N.A. $78,000,000.00 62.90323% Xxxxx Fargo Retail Finance, LLC $27,600,000.00 22.00000% Bank of Montreal Chicago Branch $18,400,000.00 14.00000% Total: $124,000,000.001 100.0000000000% Canadian Revolver Commitments Canadian Lenders Canadian Revolver Commitment Pro Rata Canadian Revolver Commitment Bank of America, N.A. (acting through its Canada branch) CD$78,000,000.00 62.90323% Xxxxx Fargo Foothill Canada ULC CD$27,600,000.00 22.00000% Bank of Montreal CD$18,400,000.00 14.00000% Total: CD$124,000,000.001 100.0000000000% Tranche A-1 Commitments Tranche A-1 Lenders Tranche A-1 Commitment Pro Rata Tranche A-1 Commitment Bank of America, N.A. $4,804,545.00 63.63636% Xxxxx Fargo Retail Finance, LLC $1,647,273.00 21.00000% Bank of Montreal Chicago Branch $1,098,182.00 14.00000% Total: $7,550,000.00 100.0000000000% 1 Notwithstanding the foregoing, as of the Closing Date, the Total Revolver Commitments shall be $124,000,000. Exhibit B to Fifth Amendment Term Loan Fourth Amendment [See Attached] Exhibit C to Fifth Amendment Intercreditor Agreement First Amendment [See Attached] EXECUTION COPY FIRST AMENDMENT TO INTERCREDITOR AGREEMENT FIRST AMENDMENT TO INTERCREDITOR AGREEMENT, dated as of April 6, 2010 (this “Amendment”), by and among (i) BANK OF AMERICA, N.A., in its capacity as administrative agent (the “Revolving Credit US Agent”), (ii) BANK OF AMERICA, N.A. (acting through its Canada branch), as Canadian administrative agent (the “Revolving Credit Canadian Agent” and, together with the Revolving Credit US Agent, the “Revolving Credit Agents”) and (iii) GB MERCHANT PARTNERS, LLC, in its capacity as administrative agent (the “Term Loan Agent”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Intercreditor Agreement referred to below.

BORROWER AND BORROWER AGENT. MAYOR’S JEWELERS, INC. By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: SVP & CFO By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Group VPVice President, Finance & Treasurer Business Development CANADIAN BORROWER: BIRKS & MAYORS GROUP INC. By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: SVP GROUPE BIRKS INC. (formerly known as Birks & CFO Mayors Inc.) By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Group VPVice President, Finance & Treasurer Revolving Credit Business Development By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Vice President, Legal Affairs and Security Agreement Corporate Secretary CREDIT AND SECURITY AGREEMENT] GUARANTORS: CASH, GOLD & SILVER USA, INC. (formerly known as Xxxxx Xxxxx & Sons U.S., Inc.) MAYOR’S JEWELERS OF FLORIDA, INC. JBM RETAIL COMPANY, INC. JBM VENTURE CO., INC. MAYOR’S JEWELERS INTELLECTUAL PROPERTY HOLDING COMPANY By: /s/ Xxxxxxx Xxxxxxxxxxx Xxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Xxxxx Xxxxxxxx Title: SVP Vice President, Business Development CASH, GOLD & CFO SILVER INC. – OR ET ARGENT, COMPTANT INC. CASH, GOLD & SILVER USA, INC. (formerly known as Xxxxx Xxxxx & Sons U.S., Inc.) By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Group VP, Finance & Treasurer Revolving Credit and Security Agreement Vice President CREDIT AND SECURITY AGREEMENT] ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A. By: /s/ Xxxx X. Xxxxx Xxxxxx Name: Xxxx X. Xxxxx Xxxxxx Title: SVP Revolving Credit and Security Agreement Director CREDIT AND SECURITY AGREEMENT] CANADIAN AGENT: BANK OF AMERICA, N.A. (acting through its Canada branch) By: /s/ Xxxxxx Sales xx Xxxxxxx Name: Xxxxxx Sales xx Xxxxxxx Title: Vice President Revolving Credit and Security Agreement CREDIT AND SECURITY AGREEMENT] US LENDERS: BANK OF AMERICA, N.A. By: /s/ Xxxx X. Xxxxx Xxxxxx Name: Xxxx X. Xxxxx Xxxxxx Title: SVP Revolving Credit and Security Agreement Director CREDIT AND SECURITY AGREEMENT] US LENDERS: XXXXX FARGO RETAIL FINANCEBANK, LLC NATIONAL ASSOCIATION By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: Assistant Vice President CREDIT AND SECURITY AGREEMENT] US LENDERS: BANK OF MONTREAL CHICAGO BRANCH By: /s/ Xxxxxx Xxx Xxxxxxx Name: Xxxxxx Xxx Xxxxxxx Title: Assistant VP Revolving Credit and Security Agreement Vice President CREDIT AND SECURITY AGREEMENT] CANADIAN LENDERS: BANK OF AMERICA, N.A. (acting through its Canada branch) By: /s/ Xxxxxx Sales xx Xxxxxxx Name: Xxxxxx Sales xx Xxxxxxx Title: Vice President Revolving Credit and Security Agreement CREDIT AND SECURITY AGREEMENT] CANADIAN LENDERS: XXXXX FARGO FOOTHILL CANADA ULC By: /s/ Xxxxxxx X. X’Xxxxxx Xxxxxxxxx Name: Xxxxxx Sales xx Xxxxxxx X. X’Xxxxxx Title: Senior Vice President Revolving Credit and Security Agreement TRANCHE A-1 CREDIT AND SECURITY AGREEMENT] CANADIAN LENDERS: BANK OF AMERICA, N.A. MONTREAL By: /s/ Xxxx X. X.X. Junior Del Xxxxxx Name: Xxxx X. X.X. Junior Del Xxxxxx Title: SVP Revolving Credit and Security Agreement TRANCHE A-1 LENDERS: XXXXX FARGO RETAIL FINANCE, LLC By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Assistant VP Revolving Credit and Security Agreement RATIFICATION OF GUARANTY Without limiting the provisions of the foregoing Amendment and any agreement of any Guarantor made therein, each of the undersigned Guarantors hereby (a) acknowledges and consents to the foregoing Amendment and the Borrowers’ execution thereof; (b) ratifies and confirms all of their respective obligations and liabilities under the Loan Documents to which any of them is a party and ratifies and confirms that such obligations and liabilities extend to and continue in effect with respect to, and continue to guarantee and secure, as applicable, the Obligations of the Borrowers under the Credit Agreement; (c) joins the foregoing Amendment for the purpose of consenting to and being bound by the provisions of Section 13 and Section 15 thereof; and (d) acknowledges and confirms that the liens, hypothecs, pledges and security interests granted pursuant to the Loan Documents are and continue to be valid, perfected and enforceable first priority liens, hypothecs, pledges and security interests (subject only to Permitted Liens) that secure all of the Obligations on and after the date hereof. GUARANTORS: CASH, GOLD & SILVER USA, INC. (formerly known as Xxxxx Xxxxx & Sons U.S., Inc.) MAYOR’S JEWELERS OF FLORIDA, INC. JBM RETAIL COMPANY, INC. JBM VENTURE CO., INC. MAYOR’S JEWELERS INTELLECTUAL PROPERTY HOLDING COMPANY By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: SVP & CFO By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Group VP, Finance & Treasurer Revolving Credit and Security Agreement Exhibit A SCHEDULE 9.1.19Senior Manager CREDIT AND SECURITY AGREEMENT] Schedule III

BORROWER AND BORROWER AGENT. MAYOR’S JEWELERS, INC. By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: SVP Senior Vice President & CFO By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Group VPVice President, Finance & Treasurer CANADIAN BORROWER: BIRKS & MAYORS INC. By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: SVP Senior Vice President & CFO By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Group VPVice President, Finance & Treasurer Revolving Credit and Security Agreement GUARANTORS: CASH, GOLD XXXXX XXXXX & SILVER USASONS U.S., INC. (formerly known as Xxxxx Xxxxx & Sons U.S., Inc.) MAYOR’S JEWELERS OF FLORIDA, INC. JBM RETAIL COMPANY, INC. JBM VENTURE CO., INC. MAYOR’S JEWELERS INTELLECTUAL PROPERTY HOLDING COMPANY By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: SVP Senior Vice President & CFO By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Group VPVice President, Finance & Treasurer Revolving Credit and Security Agreement ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: SVP Revolving Credit and Security Agreement CANADIAN AGENT: BANK OF AMERICA, N.A. (acting through its Canada branch) By: /s/ Xxxxxx Sales xx Xxxxxxx Name: Xxxxxx Sales xx Xxxxxxx Title: Vice President Revolving Credit and Security Agreement US LENDERS: BANK OF AMERICA, N.A. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: SVP Revolving Credit and Security Agreement US LENDERS: XXXXX FARGO RETAIL FINANCE, LLC By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Assistant VP Revolving Credit and Security Agreement US LENDERS: BANK OF MONTREAL CHICAGO BRANCH By: /s/ Xxxxx Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxx Xxxxxxxxxx Title: Vice President Revolving Credit and Security Agreement CANADIAN LENDERS: BANK OF AMERICA, N.A. (acting through its Canada branch) By: /s/ Xxxxxx Sales xx Xxxxxxx Name: Xxxxxx Sales xx Xxxxxxx Title: Vice President Revolving Credit and Security Agreement CANADIAN LENDERS: XXXXX FARGO FOOTHILL CANADA ULC By: /s/ Xxxxxxx X. X’Xxxxxx Name: Xxxxxxx X. X’Xxxxxx Title: Senior Vice President Revolving Credit and Security Agreement CANADIAN LENDERS: BANK OF MONTREAL By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director, Corporate Finance By: /s/ Xxxx X. Still Name: Xxxx X. Still Title: Senior Manager Revolving Credit and Security Agreement TRANCHE A-1 LENDERS: BANK OF AMERICA, N.A. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: SVP Revolving Credit and Security Agreement TRANCHE A-1 LENDERS: XXXXX FARGO RETAIL FINANCE, LLC By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Assistant VP Revolving Credit and Security Agreement RATIFICATION TRANCHE A-1 LENDERS: BANK OF GUARANTY Without limiting the provisions of the foregoing Amendment and any agreement of any Guarantor made therein, each of the undersigned Guarantors hereby (a) acknowledges and consents to the foregoing Amendment and the Borrowers’ execution thereof; (b) ratifies and confirms all of their respective obligations and liabilities under the Loan Documents to which any of them is a party and ratifies and confirms that such obligations and liabilities extend to and continue in effect with respect to, and continue to guarantee and secure, as applicable, the Obligations of the Borrowers under the Credit Agreement; (c) joins the foregoing Amendment for the purpose of consenting to and being bound by the provisions of Section 13 and Section 15 thereof; and (d) acknowledges and confirms that the liens, hypothecs, pledges and security interests granted pursuant to the Loan Documents are and continue to be valid, perfected and enforceable first priority liens, hypothecs, pledges and security interests (subject only to Permitted Liens) that secure all of the Obligations on and after the date hereof. GUARANTORS: CASH, GOLD & SILVER USA, INC. (formerly known as Xxxxx Xxxxx & Sons U.S., Inc.) MAYOR’S JEWELERS OF FLORIDA, INC. JBM RETAIL COMPANY, INC. JBM VENTURE CO., INC. MAYOR’S JEWELERS INTELLECTUAL PROPERTY HOLDING COMPANY By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: SVP & CFO MONTREAL CHICAGO BRANCH By: /s/ Xxxxx Xxxxxxxx Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxx Xxxxx Xxxxxxxxxx Title: Group VP, Finance & Treasurer Vice President Revolving Credit and Security Agreement Exhibit A SCHEDULE 9.1.19Agreement

BORROWER AND BORROWER AGENT. MAYOR’S JEWELERS, INC. By: /s/ Xxxxxxx Xxxxxxxxxxx Xxxxxxxx (Xxx) Xx Xxxxx Name: Xxxxxxx Xxxxxxxxxxx Xxxxxxxx (Xxx) Xx Xxxxx Title: SVP & CFO By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Group VPVice President, Finance & Treasurer Chief Financial and Administrative Officer CANADIAN BORROWER: BIRKS & MAYORS GROUP INC. By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: SVP & CFO By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Group VP, Finance & Treasurer Revolving Credit and Security Agreement GUARANTORS: CASH, GOLD & SILVER USA, GROUPE BIRKS INC. (formerly known as Xxxxx Xxxxx Birks & Sons U.S., Mayors Inc.) By: /s/ Xxxxxxxx (Xxx) Xx Xxxxx Name: Xxxxxxxx (Xxx) Xx Xxxxx Title: Vice President, Chief Financial and Administrative Officer By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Vice President, Legal Affairs and Corporate Secretary GUARANTORS: MAYOR’S JEWELERS OF FLORIDA, INC. JBM RETAIL COMPANY, INC. JBM VENTURE CO., INC. MAYOR’S JEWELERS INTELLECTUAL PROPERTY HOLDING COMPANY By: /s/ Xxxxxxx Xxxxxxxxxxx Xxxxxxxx (Xxx) Xx Xxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: SVP & CFO By: /s/ Xxxxxxxx (Xxx) Xx Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Group VP, Finance & Treasurer Revolving Credit and Security Agreement ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: SVP Revolving Credit and Security Agreement CANADIAN AGENT: BANK OF AMERICA, N.A. (acting through its Canada branch) By: /s/ Xxxxxx Sales xx Xxxxxxx Name: Xxxxxx Sales xx Xxxxxxx Title: Vice President Revolving Credit President, Chief Financial and Security Agreement US LENDERS: BANK OF AMERICAAdministrative Officer CASH, N.A. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: SVP Revolving Credit and Security Agreement US LENDERS: XXXXX FARGO RETAIL FINANCEGOLD & SILVER INC. OR ET ARGENT, LLC By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Assistant VP Revolving Credit and Security Agreement CANADIAN LENDERS: BANK OF AMERICA, N.A. (acting through its Canada branch) By: /s/ Xxxxxx Sales xx Xxxxxxx Name: Xxxxxx Sales xx Xxxxxxx Title: Vice President Revolving Credit and Security Agreement CANADIAN LENDERS: XXXXX FARGO FOOTHILL CANADA ULC By: /s/ Xxxxxxx X. X’Xxxxxx Name: Xxxxxxx X. X’Xxxxxx Title: Senior Vice President Revolving Credit and Security Agreement TRANCHE A-1 LENDERS: BANK OF AMERICA, N.A. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: SVP Revolving Credit and Security Agreement TRANCHE A-1 LENDERS: XXXXX FARGO RETAIL FINANCE, LLC By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Assistant VP Revolving Credit and Security Agreement RATIFICATION OF GUARANTY Without limiting the provisions of the foregoing Amendment and any agreement of any Guarantor made therein, each of the undersigned Guarantors hereby (a) acknowledges and consents to the foregoing Amendment and the Borrowers’ execution thereof; (b) ratifies and confirms all of their respective obligations and liabilities under the Loan Documents to which any of them is a party and ratifies and confirms that such obligations and liabilities extend to and continue in effect with respect to, and continue to guarantee and secure, as applicable, the Obligations of the Borrowers under the Credit Agreement; (c) joins the foregoing Amendment for the purpose of consenting to and being bound by the provisions of Section 13 and Section 15 thereof; and (d) acknowledges and confirms that the liens, hypothecs, pledges and security interests granted pursuant to the Loan Documents are and continue to be valid, perfected and enforceable first priority liens, hypothecs, pledges and security interests (subject only to Permitted Liens) that secure all of the Obligations on and after the date hereofCOMPTANT INC. GUARANTORS: CASH, GOLD & SILVER USA, INC. (formerly known as Xxxxx Xxxxx & Sons U.S., Inc.) MAYOR’S JEWELERS OF FLORIDA, INC. JBM RETAIL COMPANY, INC. JBM VENTURE CO., INC. MAYOR’S JEWELERS INTELLECTUAL PROPERTY HOLDING COMPANY By: /s/ Xxxxxxxx (Xxx) Xx Xxxxx Name: Xxxxxxxx (Xxx) Xx Xxxxx Title: Vice President ADMINISTRATIVE AGENT AND COLLATERAL AGENT: CRYSTAL FINANCIAL LLC By: /s/ Xxxxxxx Xxxxxxxxxxx Xxxxx Name: Xxxxxxx Xxxxxxxxxxx Xxxxx Title: SVP & CFO Managing Director LENDER: CRYSTAL FINANCIAL SPV LLC By: /s/ Xxxxxxx Xxxxx Xxxxxxxx Name: Xxxxxxx Xxxxx Xxxxxxxx Title: Group VPManaging Director SCHEDULE 1.1(a) COMMITMENTS OF THE LENDERS Lender Commitment in respect of portion of Tranche A Term Loan to US Borrower Pro Rata Share in respect of portion of Tranche A Term Loan to US Borrower Crystal Financial SPV, Finance & Treasurer Revolving Credit and Security Agreement Exhibit A LLC $ 0.00 100 % TOTAL $ 0.00 100 % Lender Commitment in respect of portion of Tranche B U.S. Term Loan to U.S. Borrower Pro Rata Share in respect of portion of Tranche B U.S. Term Loan to U.S. Borrower Crystal Financial SPV, LLC $ 27,500,000.00 100 % TOTAL $ 27,500,000.00 100 % Lender Commitment in respect of portion of Tranche B Canadian Term Loan to Canadian Borrower Pro Rata Share in respect of portion of Tranche B Canadian Term Loan to Canadian Borrower Crystal Financial SPV, LLC $ 500,000.00 100 % TOTAL $ 500,000.00 100 % Lender Commitment in respect of portion of Fifth Amendment Tranche B Canadian Term Loan to Canadian Borrower Pro Rata Share in respect of portion of Fifth Amendment Tranche B Canadian Term Loan to Canadian Borrower Crystal Financial SPV, LLC $ 3,000,000.00 100 % TOTAL $ 3,000,000.00 100 % Lender Commitment in respect of Term Loan Pro Rata Share in respect of Term Loan Crystal Financial SPV, LLC $ 31,000,000.00 100 % TOTAL $ 31,000,000.00 100 % SCHEDULE 9.1.198.5.1 BUSINESS LOCATIONS