ARTICLE I MERGERMerger Agreement • July 10th, 2006 • BTHC VII Inc
THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of February 20, 2007 By and Among WHITEHALL JEWELLERS, INC., as Borrower, THE LENDERS Listed on Schedule 2.01 hereto, LASALLE BANK NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent,...Credit Agreement • August 1st, 2007 • BTHC VII Inc • Blank checks • Illinois
WHITEHALL JEWELLERS, INC. (the “Borrower”), a Delaware corporation having its principal place of business at 125 South Wacker, #2600, Chicago, Illinois 60606;
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Effective as of April 30, 2008)Employment Agreement • May 16th, 2008 • Whitehall Jewelers Holdings, Inc. • Retail-jewelry stores • Illinois
This Employment Agreement (this “Agreement”) is entered into as of April 30, 2008, between Whitehall Jewelers, Inc., a Delaware corporation (the “Company”), and Michael Don (the “Executive”).
STOCK OPTION AGREEMENTStock Option Agreement • December 18th, 2007 • Whitehall Jewelers Holdings, Inc. • Retail-jewelry stores • Delaware
THIS STOCK OPTION AGREEMENT (the “Agreement”) is made effective as of ____________________ (the “Grant Date”) between Whitehall Jewelers Holdings, Inc., a Delaware corporation (the “Company”), and ____________________ (the “Participant”).
July 20, 2007 Via Hand-Delivery Mr. Mark Funasaki Whitehall Jewelers, Inc. 125 S. Wacker Drive, Suite 2600 Chicago, IL 60606 Bonus Award Agreement Dear Mark:Bonus Award Agreement • August 1st, 2007 • BTHC VII Inc • Blank checks • Illinois
Whitehall Jewellers, Inc. (the “Company”) hereby grants to you the following bonus award, which shall be subject to the terms and conditions of this letter agreement (the “Agreement”), effective as of July 19, 2007 (the “Effective Date”). In consideration of the premises and mutual covenants herein and for other good and valuable consideration, the parties agree as follows:
TERM LOAN CREDIT AGREEMENT Dated as of January 18, 2008 by and among WHITEHALL JEWELERS, INC., as Borrower THE LENDING INSTITUTIONS FROM TIME TO TIME PARTY HERETO, as Lenders and PWJ LENDING II LLC, as Administrative Agent and Collateral Agent, for...Subordination Agreement • May 16th, 2008 • Whitehall Jewelers Holdings, Inc. • Retail-jewelry stores
This TERM LOAN CREDIT AGREEMENT is made as of January 18, 2008, by and among (a) WHITEHALL JEWELERS, INC. (the “Borrower”), a Delaware corporation having its principal place of business at 125 South Wacker Drive, Suite 2600, Chicago, Illinois 60606, (b) the lending institutions from time to time party hereto (collectively, the “Lenders“), and (c) PWJ LENDING II LLC (“Prentice”), a Delaware limited liability company, as administrative agent (in such capacity, the “Administrative Agent”) and the collateral agent (in such capacity, the “Collateral Agent”) for the Agents (as hereinafter defined) and the Lenders.
GUARANTY AGREEMENTGuaranty Agreement • May 16th, 2008 • Whitehall Jewelers Holdings, Inc. • Retail-jewelry stores • New York
This GUARANTY AGREEMENT (this “Guaranty”), dated as of January 18, 2008, is executed and delivered by WHITEHALL JEWELERS HOLDINGS, INC., a Delaware corporation (“Guarantor”), in favor of LASALLE BANK NATIONAL ASSOCIATION (“Lasalle”), as administrative agent and collateral agent for the below defined Lenders (in such capacity, together with its successors and assigns, if any, in such capacity, “Agent”), in light of the following:
GUARANTOR SECURITY AGREEMENTGuarantor Security Agreement • May 16th, 2008 • Whitehall Jewelers Holdings, Inc. • Retail-jewelry stores • New York
THIS GUARANTOR SECURITY AGREEMENT (this "Agreement"), dated as of January 18, 2008, is made by WHITEHALL JEWELERS HOLDINGS, INC., a Delaware corporation (together with its successors and assigns, the "Guarantor") in favor of LASALLE BANK NATIONAL ASSOCIATION (“Lasalle”), in its capacity as the Collateral Agent for the Agents and the Lenders party to the Credit Agreement (defined below) (in such capacity, the "Collateral Agent").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 1st, 2007 • BTHC VII Inc • Blank checks
This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 27, 2007, by and among BTHC VII, Inc., a Delaware corporation (the “Company”) and the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).
FIRST AMENDMENT TO TERM LOAN CREDIT AGREEMENTTerm Loan Credit Agreement • May 16th, 2008 • Whitehall Jewelers Holdings, Inc. • Retail-jewelry stores • New York
FIRST AMENDMENT, dated as of April 30, 2008 (this “Amendment”), to the Term Loan Credit Agreement, dated as of January 18, 2008 (as amended, restated or otherwise modified from time to time, the “Credit Agreement”), by and among (a) WHITEHALL JEWELERS, INC. (the “Borrower”), a Delaware corporation having its principal place of business at 125 South Wacker Drive, Suite 2600, Chicago, Illinois 60606; (b) the lending institutions from time to time party thereto (collectively, the “Lenders”); and (c) PWJ LENDING II LLC (“Prentice”), a Delaware limited liability company, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent” and, together with the Administrative Agent, each an “Agent” and collectively, the “Agents”) for the Agents and the Lenders.
SECURITY AGREEMENTSecurity Agreement • May 16th, 2008 • Whitehall Jewelers Holdings, Inc. • Retail-jewelry stores • New York
THIS SECURITY AGREEMENT (this "Agreement"), dated as of January 18, 2008, is made by WHITEHALL JEWELERS, INC., a Delaware corporation (together with its successors and assigns, the "Company") in favor of PWJ LENDING II LLC, a Delaware limited liability company, in its capacity as the Collateral Agent for the Agents and the Lenders party to the Credit Agreement (defined below) (in such capacity, the "Collateral Agent").
FORM OF AMENDED TRADE VENDOR EXTENSION AGREEMENTTrade Vendor Extension Agreement • August 1st, 2007 • BTHC VII Inc • Blank checks • New York
AGREEMENT, made as of November 15, 2006 among Whitehall Jewellers, Inc. (the “Company”), Prentice Capital Management, LP (together with its affiliates, the “Investor”), and the undersigned suppliers (each a “Participating Supplier,” and, collectively, the “Participating Suppliers”) of memo goods (“Memo Goods”) and/or asset goods (“Asset Goods”) to the Company; and
AGREEMENT OF MERGER AND PLAN OF REORGANIZATION Among BTHC VII, INC. WBT ACQUISITION CORP. And WHITEHALL JEWELERS, INC., July 27, 2007Merger Agreement • August 1st, 2007 • BTHC VII Inc • Blank checks • New York
THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (the "Agreement") is made and entered into as of July 27, 2007, by and among BTHC VII, Inc., a Delaware corporation ("Parent"), WBT Acquisition Corp., a Delaware corporation ("Acquisition Corp."), which is a wholly-owned subsidiary of Parent and Whitehall Jewelers, Inc., a Delaware corporation (the "Company").
United States Attorney Eastern District of New York One Pierrepont Plaza Brooklyn, New York 11201 Mailing Address: 147 Pierrepont Street Brooklyn, New York 11201 September 6, 2006Letter Agreement • August 1st, 2007 • BTHC VII Inc • Blank checks
This letter supplements the letter agreement between the United States Attorney’s Office for the Eastern District of New York (the “Office”) and Whitehall Jewellers, Inc. (“Whitehall”) dated September 28, 2004 (the “Original Agreement”), which is attached hereto at Exhibit A and incorporated by reference herein.
CONSULTING AGREEMENTConsulting Agreement • May 16th, 2008 • Whitehall Jewelers Holdings, Inc. • Retail-jewelry stores • Illinois
The following agreement dated as of April 30, 2008 (this “Agreement”), contains the terms by which Edward A. Dayoob (“Consultant”) will provide consulting services to Whitehall Jewelers, Inc. (“Whitehall”).
CONSENT AGREEMENTConsent Agreement • August 1st, 2007 • BTHC VII Inc • Blank checks
THIS CONSENT AGREEMENT (this “Consent”), dated as of June 25, 2007, is made with respect to that certain THIRD AMENDED AND RESTATED INTERCREDITOR AND LIEN SUBORDINATION AGREEMENT (the “Intercreditor Agreement”) dated as of May 21, 2007, by and between:
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENTTerm Loan Credit Agreement • August 1st, 2007 • BTHC VII Inc • Blank checks • New York
FIRST AMENDMENT, dated as of May 21, 2007 (this “Amendment”), to the Second Amended and Restated Term Loan Credit Agreement, dated as of February 20, 2007 (as amended, restated or otherwise modified from time to time, the “Credit Agreement”), by and among (a) WHITEHALL JEWELLERS, INC. (the “Borrower”), a Delaware corporation having its principal place of business at 125 South Wacker Drive, Suite 2600, Chicago, Illinois 60606; (b) the lending institutions from time to time party hereto (collectively, the “Lenders”); and (c) PWJ LENDING LLC (“Prentice”), a Delaware limited liability company, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”) for the Agents and the Lenders.
AGREEMENT AND RELEASEAgreement and Release • August 31st, 2007 • BTHC VII Inc • Retail-jewelry stores • Illinois
This agreement and release (the “Agreement”) is entered into between David L. Harris, on behalf of his present or former heirs, agents, executors, employees, attorneys, and any business entities which Employee owns or controls (collectively referred to herein as “Employee”), and Whitehall Jewelers, Inc., f/k/a Whitehall Jewellers, Inc. its present and former parents, subsidiaries, affiliates, divisions, predecessors, successors, and assigns, and their respective present and former officers, directors, shareholders, partners, joint ventures, insurers, benefit plans, plan fiduciaries and plan administrators, employees, agents and representatives (collectively referred to herein as “Whitehall”).
FORM OF UNSECURED TERM PROMISSORY NOTE - EXTENSION AGREEMENT WHITEHALL JEWELLERS INC.Unsecured Term Promissory Note - Extension Agreement • August 1st, 2007 • BTHC VII Inc • Blank checks
_____________________ (“Noteholder”) and Whitehall Jewellers, Inc. (“Whitehall”) are parties to an Unsecured Term Promissory Note dated June ____, 2007 issued by Whitehall to Noteholder (the “Term Note”) in the principal amount of $______________, (_______________________________________ DOLLARS), together with accrued interest from January 17, 2006 as provided in the Term Note. Whitehall has requested that Noteholder extend the Maturity Date under the Term Note from September 30, 2007 to March 31, 2009 (the “New Maturity Date”). Noteholder has agreed, based on the following terms, that the Term Note is hereby amended to reflect the New Maturity Date and that any references in the Term Note to the Maturity Date shall hereinafter refer to the New Maturity Date:
ASSET PURCHASE AGREEMENT dated as of April 11, 2008 by and among FRIEDMAN’S INC., and CRESCENT JEWELERS, as SELLERS and WHITEHALL JEWELERS, INC., as BUYERAsset Purchase Agreement • May 16th, 2008 • Whitehall Jewelers Holdings, Inc. • Retail-jewelry stores • Delaware
This Asset Purchase Agreement (this “Agreement”) is dated as of April 11, 2008, by and among Whitehall Jewelers, Inc., a Delaware Corporation (the “Buyer”), and Friedman’s Inc., a Delaware corporation (“Friedman’s”), and Crescent Jewelers, a California corporation and wholly-owned subsidiary of Friedman’s (“Crescent” and together with Friedman’s, each a “Seller” and collectively the “Sellers”). The Buyer and the Sellers are referred to collectively herein as the “Parties.”
THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 1st, 2007 • BTHC VII Inc • Blank checks
THIS FIRST AMENDMENT (this “Amendment”) is made to the February 20, 2007, Third Amended and Restated Credit Agreement (the “Credit Agreement”) by and between:
AGREEMENT AND PLAN OF MERGERMerger Agreement • August 1st, 2007 • BTHC VII Inc • Blank checks • Illinois
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 29, 2007, is by and between Whitehall Jewellers, Inc., a Delaware corporation (the “Company”), and WH Inc. of Illinois, an Illinois corporation (“WHI”).
FORM OF UNSECURED TERM PROMISSORY NOTEUnsecured Term Promissory Note • August 1st, 2007 • BTHC VII Inc • Blank checks • New York
FOR VALUE RECEIVED, WHITEHALL JEWELLERS, INC., a Delaware corporation (the "Company"), HEREBY PROMISES TO PAY to the order of ____________________________ ("Creditor") the principal amount of ____________________________ AND __/100 DOLLARS ( $ _______________ ) not later than September 30, 2007 (the "Maturity Date").
July 20, 2007 Via Hand-Delivery Mr. Edward Dayoob Whitehall Jewelers, Inc. 125 S. Wacker Drive, Suite 2600 Chicago, IL 60606 Bonus Award Agreement Dear Ed:Bonus Award Agreement • August 1st, 2007 • BTHC VII Inc • Blank checks • Illinois
Whitehall Jewelers, Inc. (the “Company”) hereby grants to you the following bonus award, which shall be subject to the terms and conditions of this letter agreement (the “Agreement”), effective as of July 19, 2007 (the “Effective Date”). In consideration of the premises and mutual covenants herein and for other good and valuable consideration, the parties agree as follows:
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement • August 31st, 2007 • BTHC VII Inc • Retail-jewelry stores • Illinois
This Settlement Agreement and Release (the “Agreement”) is entered into between John R. Desjardins, on behalf of himself and his present, former and future heirs, agents, executors, employees, attorneys, and any business entities which he owns or controls (collectively referred to herein as “Employee”), and Whitehall Jewellers, Inc., its present, former and future parents, subsidiaries, affiliates, divisions, predecessors, successors, and assigns, and their respective present, former and future officers, directors, shareholders, partners, joint ventures, insurers, benefit plans, plan fiduciaries and plan administrators, employees, agents and representatives (collectively referred to herein as “Whitehall”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 1st, 2007 • BTHC VII Inc • Blank checks • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 27, 2007, by and among BTHC VII, Inc., a Delaware corporation (the “Company”), Whitehall Jewelers, Inc., a Delaware corporation (“Whitehall”), Lowenstein Sandler PC (the "Escrow Agent") and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
TERM LOAN AND SECURITY AGREEMENT Dated as of May 21, 2007 By and Among WHITEHALL JEWELLERS, INC., as Borrower, THE LENDERS Listed on Schedule 2.01 hereto, LASALLE BANK NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent, for the Agents...Term Loan and Security Agreement • August 1st, 2007 • BTHC VII Inc • Blank checks • Illinois
WHITEHALL JEWELLERS, INC. (the “Borrower”), a Delaware corporation having its principal place of business at 125 South Wacker, #2600, Chicago, Illinois 60606;
LOCK-UP AGREEMENTLock-Up Agreement • August 1st, 2007 • BTHC VII Inc • Blank checks • New York
This LOCK-UP AGREEMENT (the “Agreement”) is made and entered into as of this 27 day of July, 2007, by among PWJ Funding, LLC (“PWJ Funding”), PWJ Lending LLC (“PWJ Lending” and together with PWJ Funding, the “PWJ Entities”) and Holtzman Opportunity Fund, LP (“Holtzman” and together with the PWJ Entities, the “Stockholders” and each individually a “Stockholder”) for the benefit of those certain “Investors” (other than the PWJ Entities) (the “Investors”) who are signatories to that certain Securities Purchase Agreement, dated as of even date herewith (the “Purchase Agreement”).
LEASE TS 125 SOUTH WACKER, L.P., a Delaware limited partnership, Landlord, and WHITEHALL JEWELLERS, INC. a Delaware corporation, Tenant, for 125 SOUTH WACKER DRIVE Chicago, Illinois June 16, 2006Lease Agreement • August 1st, 2007 • BTHC VII Inc • Blank checks • Illinois
THIS LEASE is made as of June 16, 2006 (“Effective Date”), between TS 125 SOUTH WACKER. L.P., a Delaware limited partnership (“Landlord”), and WHITEHALL JEWELLERS, INC., a Delaware corporation (“Tenant”).
STOCK OPTION AGREEMENTStock Option Agreement • August 1st, 2007 • BTHC VII Inc • Blank checks • Delaware
THIS STOCK OPTION AGREEMENT (the “Agreement”) is made effective as of July 20, 2007 (the “Grant Date”) between Whitehall Jewelers, Inc., a Delaware corporation (the “Company”), and Robert B. Nachwalter (the “Participant”).
SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 16th, 2008 • Whitehall Jewelers Holdings, Inc. • Retail-jewelry stores
THIS SECOND AMENDMENT (this “Amendment”) is made to the Third Amended and Restated Credit Agreement (the “Credit Agreement”), dated as of February 20, 2007, by and between:
THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 16th, 2008 • Whitehall Jewelers Holdings, Inc. • Retail-jewelry stores
WHITEHALL JEWELERS, INC. (f/k/a Whitehall Jewellers, Inc.), a Delaware corporation (the “ Borrower”) having its principal place of business at 125 South Wacker, #2600, Chicago, Illinois 60606;
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement • August 31st, 2007 • BTHC VII Inc • Retail-jewelry stores • Illinois
This Settlement Agreement and Release (the “Agreement”) is entered into between MATTHEW PATINKIN, on behalf of himself and his present, former and future heirs, agents, executors, beneficiaries, employees, legatees, successors and assigns (collectively referred to herein as “Employee”), and WHITEHALL JEWELERS, INC., f/k/a Whitehall Jewellers, Inc. its present, former and future parents, subsidiaries, affiliates, divisions, predecessors, successors, and assigns, and their respective present, former and future officers, directors, shareholders, partners, joint ventures, insurers, benefit plans, plan fiduciaries and plan administrators, employees, agents and representatives (collectively referred to herein as “Whitehall”). Employee and Whitehall jointly referred to herein as the “Parties”.
EMPLOYMENT AGREEMENTEmployment Agreement • August 1st, 2007 • BTHC VII Inc • Blank checks • Illinois
This Employment Agreement (this “Agreement”) is entered into as of November 15, 2006, between Whitehall Jewellers, Inc., a Delaware corporation (the “Company”), and David Harris (the “Executive”).
ContractIntercreditor Agreement • August 1st, 2007 • BTHC VII Inc • Blank checks
This instrument and the rights and obligations evidenced hereby, the liens and security interests securing the indebtedness and other obligations incurred or arising under or evidenced by this instrument and the rights and obligations evidenced hereby with respect to such liens are subordinate in the manner and to the extent set forth in that certain Third Amended and Restated Intercreditor and Lien Subordination Agreement (as amended or otherwise modified from time to time , the “Intercreditor Agreement”), dated as of May 21, 2007 between and among LaSalle Bank National Association, as Administrative Agent on behalf of the Lenders and the Agents, LaSalle Bank National Association, as the Revolving Credit Agent, on behalf of the Revolving Credit Lenders and the Revolving Credit Agent, PWJ Lending LLC, as Agent for the Lenders under the Subordinate Facility, the Company, and certain other parties thereto and acknowledged by the Borrower, all as referred to in such Intercreditor Agreemen
