BETWEEN: HENRY BIRKS & SONS INC., / HENRY BIRKS ET FILS INC. (the "BORROWER") AND: GMAC COMMERCIAL FINANCE CORPORATION - CANADA / SOCIETE FINANCIERE COMMERCIALE GMAC - CANADA ("GMAC") AND: HENRY BIRKS & SONS HOLDINGS INC. / SOCIETE DE PORTEFEUILLE...Option Agreement • July 27th, 2005 • Henry Birks & Sons Inc
amongMerger Agreement • April 19th, 2005 • Henry Birks & Sons Inc • Retail-jewelry stores • Delaware
X) transfer restrictions; (X) unanimous shareholders agreement; ( ) lien of shares; ( ) endorsement in accordance with section 190(10) of the Act.Shareholder Agreement • July 27th, 2005 • Henry Birks & Sons Inc
EXHIBIT 10.25 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of February 4, 2005 (this "Agreement"), by and between Henry Birks & Sons Inc., a Canadian corporation (the "Company"), and Prime Investments SA, a Luxembourg...Registration Rights Agreement • July 27th, 2005 • Henry Birks & Sons Inc • New York
BY AND AMONGShareholders' Agreement • July 27th, 2005 • Henry Birks & Sons Inc • Quebec
AGREEMENT CONCERNING JOINT FILING OF SCHEDULE 13DJoint Filing Agreement • April 19th, 2005 • Henry Birks & Sons Inc • Retail-jewelry stores
EXHIBIT 6 ASSIGNMENT AGREEMENT - 5 FOR VALUE RECEIVED the undersigned registered holder of the within Warrant hereby sells, assigns, and transfers unto the Assignee named below all of the right of the undersigned under the within Warrant, with respect...Assignment Agreement • February 25th, 2003 • Henry Birks & Sons Inc • Retail-jewelry stores
FOR VALUE RECEIVED the undersigned registered holder of the within Warrant hereby sells, assigns, and transfers unto the Assignee named below all of the right of the undersigned under the within Warrant, with respect to the number of shares of Common Stock and on the respective dates set forth below. Each assignment is conditional upon the Assignee's continued employment by Mayor's Jewelers, Inc. on the given assignment date set forth below:
HENRY BIRKS & SONS, INC. SECURITIES PURCHASE AGREEMENT July_, 2002Securities Purchase Agreement • August 12th, 2002 • Henry Birks & Sons Inc • Retail-jewelry stores • Quebec
Exhibit 3 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 12th, 2002 • Henry Birks & Sons Inc • Retail-jewelry stores • New York
FORM OF INDEMNITY AGREEMENTIndemnification & Liability • July 27th, 2005 • Henry Birks & Sons Inc • Quebec
ARTICLE ONE INTERPRETATIONExpense Reimbursement Agreement • July 27th, 2005 • Henry Birks & Sons Inc • Quebec
Exhibit 10.28 EMPLOYMENT AGREEMENT This Agreement shall be effective as of August 1, 2005 (The "Effective date") by and between Michael Rabinovitch (the "Executive") and Mayor's Jewelers, Inc., a Delaware corporation (the "Company"). WHEREAS, the...Employment Agreement • July 27th, 2005 • Henry Birks & Sons Inc • Florida
AMENDED AND RESTATED CREDIT AGREEMENT by and amongCredit Agreement • June 24th, 2022 • Birks Group Inc. • Retail-jewelry stores
THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), is entered into as of December 24, 2021, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WELLS FARGO CAPITAL FINANCE CORPORATION CANADA, an Ontario corporation, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), BIRKS GROUP INC. and together with each other Person organized under the laws of Canada or a province thereof that joins hereunder as a “Borrower” after the Closing Date in accordance with the terms hereof (each, a “Borrower” and all references herein to “Borrower” shall include each such additional Borrower who so joins).
MASTER LEASE AGREEMENTMaster Lease Agreement • July 16th, 2024 • Birks Group Inc. • Retail-jewelry stores
MASTER LEASE AGREEMENT (“Master Agreement”) made as of July 14, 2023, between VARILEASE FINANCE, INC., a Michigan corporation, having its chief executive offices at 2800 East Cottonwood Parkway, 2nd Floor, Salt Lake City, UT 84121 (and together with any other affiliate entity that is indicated as the lessor under a Schedule, “Lessor”) and BIRKS GROUP INC., a corporation incorporated under the laws of the Province of Quebec, Canada, having its chief executive offices at 2020 Blvd. Robert-Bourassa, Bureau 200, Montréal, QC H3A 2A5, Canada (“Lessee”).
Exhibit 10.20 CONDITIONAL SALE AGREEMENT MEMORANDUM OF AGREEMENT made as of the 15th day of August 2002.Conditional Sale Agreement • July 27th, 2005 • Henry Birks & Sons Inc
AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • July 19th, 2006 • Birks & Mayors Inc. • Retail-jewelry stores • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 NOR REGISTERED OR QUALIFIED UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE. THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF ARE BEING OFFERED PURSUANT TO AN EXEMPTION THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SECURITIES ARE “RESTRICTED” AND MAY NOT BE OFFERED OR SOLD UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT OR PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND THE COMPANY WILL BE PROVIDED WITH AN OPINION OF COUNSEL OR OTHER SUCH INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS ARE AVAILABLE. FURTHER TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE MADE EXCEPT IN COMPLIANCE WITH THE ACT AND THE BLUE SKY LAWS.
LOAN AGREEMENTLoan Agreement • July 27th, 2005 • Henry Birks & Sons Inc
EXHIBIT 1 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 25th, 2003 • Henry Birks & Sons Inc • Retail-jewelry stores • New York
O N S E T F I N A N C I A L , I N C. 10813 River Front Parkway, Suite 450 South Jordan, Utah 84095 MASTER LEASE AGREEMENT NO. OFI0945288Master Lease Agreement • May 15th, 2017 • Birks Group Inc. • Retail-jewelry stores • Utah
THIS MASTER LEASE AGREEMENT is made on March 15, 2017 between ONSET FINANCIAL, INC., with its principal office located at 10813 S. River Front Parkway, Suite 450, South Jordan, UT 84095 (the “Lessor”) and BIRKS GROUP INC., a corporation organized under the laws of Canada with its principal office currently located at 1240 Square Phillips, Montreal, Quebec, CANADA, H3B 3H4, which shall be relocated to 2020 Boulevard Robert-Bourassa, Suite 200, Montreal, Quebec, CANADA, H3A 2A5 effective May 2017 following notice from Lessee and MAYOR’S JEWELERS OF FLORIDA, INC., a corporation organized in the state of Florida with its principal office located at 5870 North Hiatus Road, Tamarac, FL 33321 as co-lessees (collectively, the “Lessee”).
FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED TERM LOAN AND SECURITY AGREEMENTTerm Loan and Security Agreement • January 24th, 2017 • Birks Group Inc. • Retail-jewelry stores • New York
THIS THIRD AMENDED AND RESTATED TERM LOAN AND SECURITY AGREEMENT (THIS “AGREEMENT”) IS ENTERED INTO AS OF NOVEMBER 21, 2014, AMONG MAYOR’S JEWELERS INC., A DELAWARE CORPORATION (THE “US BORROWER” OR “MAYOR’S”), BIRKS GROUP INC. – GROUPE BIRKS INC. (formerly known as BIRKS & MAYORS INC.), A CANADIAN CORPORATION (THE “CANADIAN BORROWER” OR “BIRKS” AND, TOGETHER WITH THE US BORROWER, COLLECTIVELY, THE “BORROWERS” AND EACH INDIVIDUALLY, A “BORROWER”), EACH SUBSIDIARY OF THE BORROWERS FROM TIME TO TIME PARTY HERETO AS A GUARANTOR, EACH LENDER FROM TIME TO TIME PARTY HERETO (COLLECTIVELY, THE “LENDERS” AND EACH INDIVIDUALLY, A “LENDER”) AND CRYSTAL FINANCIAL LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT (IN ITS INDIVIDUAL CAPACITY, “CRYSTAL” OR THE “AGENT”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 8th, 2020 • Birks Group Inc. • Retail-jewelry stores • Quebec
This Agreement is made as of December 18, 2019 by and between Katia Fontana (the “Executive”) and Birks Group Inc., a corporation incorporated under the laws of Canada (the “Company”).
NINTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • January 24th, 2017 • Birks Group Inc. • Retail-jewelry stores • New York
THIS SECOND AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT (THIS “AGREEMENT”) IS ENTERED INTO AS OF JUNE 8, 2011, AMONG MAYOR’S JEWELERS, INC., A DELAWARE CORPORATION (THE “US BORROWER”), BIRKS GROUP INC. – GROUPE BIRKS INC. (formerly known as BIRKS & MAYORS INC.), A CANADIAN CORPORATION (THE “CANADIAN BORROWER” AND, TOGETHER WITH THE US BORROWER, COLLECTIVELY, THE “BORROWERS” AND EACH INDIVIDUALLY, A “BORROWER”), EACH SUBSIDIARY OF THE BORROWERS FROM TIME TO TIME PARTY HERETO AS A GUARANTOR, EACH LENDER FROM TIME TO TIME PARTY HERETO (COLLECTIVELY, THE “LENDERS” AND EACH INDIVIDUALLY, A “LENDER”), BANK OF AMERICA, N.A. (IN ITS INDIVIDUAL CAPACITY, “BANK OF AMERICA”), AS ADMINISTRATIVE AGENT AND ISSUING BANK, BANK OF AMERICA, N.A. (ACTING THROUGH ITS CANADA BRANCH) (IN ITS INDIVIDUAL CAPACITY, “BANK OF AMERICA-CANADA BRANCH”), AS CANADIAN AGENT AND ISSUING BANK, AND BANK OF AMERICA, N.A. AND WELLS FARGO BANK, NATIONAL ASSOCIATION, AS CO-COLLATERAL AGENTS (IN SUCH CAPACITY
HENRY BIRKS & SONS INC. 1240 Phillips Square Montreal, Quebec H3B 3H4 RE: AMENDED AND RESTATED ACCOUNTS RECEIVABLE MANAGEMENT, LOAN & SECURITY AGREEMENT Gentlemen: Reference is made to that certain "Amended and Restated Accounts Receivable Management,...Accounts Receivable Management, Loan & Security Agreement • September 29th, 2005 • Henry Birks & Sons Inc • Retail-jewelry stores
AMENDED AND RESTATED CASH ADVANCE AGREEMENTCash Advance Agreement • July 8th, 2011 • Birks & Mayors Inc. • Retail-jewelry stores
WHEREAS the Lender and the Borrower entered into an Amended and Restated Cash Advance Agreement with an effective date of June 8, 2011 pursuant to which the Lender advanced US$2 million to the Borrower upon the terms and conditions contained herein(the “Initial Cash Advance Agreement”);
EMPLOYMENT AGREEMENTEmployment Agreement • June 23rd, 2023 • Birks Group Inc. • Retail-jewelry stores • Quebec
This Agreement is made as of January 4, 2012 by and between Jean-Christophe Bédos (the “Executive”) and Birks & Mayors Inc., a corporation incorporated under the laws of Canada (the “Company”).
Exhibit 10.17 EMPLOYMENT AGREEMENT BY AND BETWEEN: HENRY BIRKS & SONS, INC., a corporation duly incorporated according to the laws of Canada, having its head office at 1240, Phillips Square, Montreal, Quebec, herein acting and represented by its...Employment Agreement • July 27th, 2005 • Henry Birks & Sons Inc • Quebec
AMENDMENT NO. 1 TO THE CREDIT AGREEMENTCredit Agreement • July 8th, 2020 • Birks Group Inc. • Retail-jewelry stores • Ontario
THIS AMENDMENT NO. 1 TO THE CREDIT AGREEMENT is made as of April 18, 2019, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”), CRYSTAL FINANCIAL LLC, as administrative agent for each member of the Lender Group (in such capacity, together with its successors and assigns in such capacity, “Agent”) and BIRKS GROUP INC., and together with each other Person organized under the laws of Canada or a province thereof that joins under the Credit Agreement as a “Borrower” in accordance with the terms of the Credit Agreement after the date hereof (each, a “Borrower” and all references herein to “Borrower” shall include each such additional Borrower who so joins).
SCHEDULE NO. 03Schedule • July 16th, 2024 • Birks Group Inc. • Retail-jewelry stores
SCHEDULE NO. 03 dated February 1, 2024 (the “Schedule”) between VARILEASE FINANCE, INC. (the “Lessor”) and BIRKS GROUP INC. (the “Lessee”) incorporates by reference the terms and conditions of Master Lease Agreement dated July 14, 2023 between Lessor and Lessee (the “Master Agreement”), attached hereto, and constitutes a separate lease between Lessor and Lessee. The Schedule and Master Agreement are hereinafter referred to collectively, as the “Lease”. All capitalized terms used herein but not defined herein shall have the same meanings ascribed to them in the Master Agreement.
SCHEDULE NO. 01Lease Agreement • July 16th, 2024 • Birks Group Inc. • Retail-jewelry stores
SCHEDULE NO. 01 dated July 14, 2023 (the “Schedule”) between VARILEASE FINANCE, INC. (the “Lessor”) and BIRKS GROUP INC. (the “Lessee”) incorporates by reference the terms and conditions of Master Lease Agreement dated July 14, 2023 between Lessor and Lessee (the “Master Agreement”), attached hereto, and constitutes a separate lease between Lessor and Lessee. The Schedule and Master Agreement are hereinafter referred to collectively, as the “Lease”. All capitalized terms used herein but not defined herein shall have the same meanings ascribed to them in the Master Agreement.
RENEWED AND AMENDED DISTRIBUTION AGREEMENTDistribution Agreement • June 26th, 2015 • Birks Group Inc. • Retail-jewelry stores
Birks Group Inc., a company incorporated under the laws of Canada having its principal office at 1240 Phillips Square, Montreal, Québec (“Birks”), Mayor’s Jewelers, Inc., a wholly-owned subsidiary of Birks incorporated under the laws of Delaware and having its principal office at 5870 North Hiatus Road, Tamarac, Florida (“Mayors”)
AMENDMENT NO. 3 TO THE CREDIT AGREEMENTCredit Agreement • June 24th, 2022 • Birks Group Inc. • Retail-jewelry stores • Ontario
THIS AMENDMENT NO. 3 TO THE CREDIT AGREEMENT is made as of August 31, 2021, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”), CRYSTAL FINANCIAL LLC (DBA SLR Credit Solutions), as administrative agent for each member of the Lender Group (in such capacity, together with its successors and assigns in such capacity, “Agent”) and BIRKS GROUP INC. and together with each other Person organized under the laws of Canada or a province thereof that joins under the Credit Agreement as a “Borrower” in accordance with the terms of the Credit Agreement after the date hereof (each, a “Borrower” and all references herein to “Borrower” shall include each such additional Borrower who so joins).
EMPLOYMENT AGREEMENTEmployment Agreement • June 30th, 2016 • Birks Group Inc. • Retail-jewelry stores • Florida
This Agreement shall be effective as of April 30, 2007 by and between Albert Rahm (the “Executive”) and Mayor’s Jewelers, Inc., a Delaware corporation (the “Company”).
AMENDMENT NO. 6 TO THE CREDIT AGREEMENTCredit Agreement • June 24th, 2022 • Birks Group Inc. • Retail-jewelry stores • Ontario
THIS AMENDMENT NO. 6 TO THE CREDIT AGREEMENT is made as of December , 2021, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”), WELLS FARGO CAPITAL FINANCE CORPORATION CANADA, an Ontario corporation, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”) and BIRKS GROUP INC. and together with each other Person organized under the laws of Canada or a province thereof that joins under the Credit Agreement as a “Borrower” in accordance with the terms of the Credit Agreement after the date hereof (each, a “Borrower” and all references herein to “Borrower” shall include each such additional Borrower who so joins).
AMENDMENT NO. 4 TO THE CREDIT AGREEMENTCredit Agreement • June 17th, 2021 • Birks Group Inc. • Retail-jewelry stores • Ontario
THIS AMENDMENT NO. 4 TO THE CREDIT AGREEMENT is made as of July 2, 2020, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”), WELLS FARGO CAPITAL FINANCE CORPORATION CANADA, an Ontario corporation, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”) and BIRKS GROUP INC. and together with each other Person organized under the laws of Canada or a province thereof that joins under the Credit Agreement as a “Borrower” in accordance with the terms of the Credit Agreement after the date hereof (each, a “Borrower” and all references herein to “Borrower” shall include each such additional Borrower who so joins).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 30th, 2016 • Birks Group Inc. • Retail-jewelry stores
WHEREAS the Seller wishes to sell certain assets, as described herein, to the Buyer in consideration of the payment of the Purchase Price and assumption of the Assumed Liabilities and Assumed Contracts (each as hereinafter defined) ;
