COMMON STOCKUnderwriting Agreement • February 29th, 2000 • Whitehall Jewellers Inc • Retail-jewelry stores • New York
EXHIBIT 4.7 SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • April 28th, 1998 • Marks Bros Jewelers Inc • Retail-jewelry stores
Execution Version REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of October 3, 2005, by and among Whitehall Jewellers, Inc., a Delaware corporation, with headquarters located at 155 N. Wacker Drive, Suite 500,...Registration Rights Agreement • October 6th, 2005 • Whitehall Jewellers Inc • Retail-jewelry stores • New York
EXHIBIT 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is entered into effective as of August 10, 2005 (the "Effective Date"), between Whitehall Jewellers, Inc., a Delaware corporation (the "Company"), and Beryl Raff (the...Employment Agreement • August 15th, 2005 • Whitehall Jewellers Inc • Retail-jewelry stores • Illinois
Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this "AGREEMENT") is entered into as of June 10, 2005 between Whitehall Jewellers, Inc., a Delaware corporation (the "COMPANY"), and Robert Evans (the "EXECUTIVE"). WHEREAS, the Company...Employment Agreement • June 13th, 2005 • Whitehall Jewellers Inc • Retail-jewelry stores • Illinois
Execution Version SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (the "AGREEMENT"), dated as of October 3, 2005, by and among Whitehall Jewellers, Inc., a Delaware corporation, with headquarters located at 155 N. Wacker Dr., Ste. 500,...Securities Purchase Agreement • October 6th, 2005 • Whitehall Jewellers Inc • Retail-jewelry stores • New York
EXHIBIT 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is entered into October 31, 2005, between Whitehall Jewellers, Inc., a Delaware corporation (the "Company"), and Robert L. Baumgardner (the "Executive"). WHEREAS, the...Employment Agreement • November 2nd, 2005 • Whitehall Jewellers Inc • Retail-jewelry stores • Illinois
Common StockUnderwriting Agreement • October 31st, 1996 • Marks Bros Jewelers Inc • Retail-jewelry stores • Illinois
1 EXHIBIT 10.1 EMPLOYMENT AND SEVERANCE AGREEMENT THIS AGREEMENT is entered into as of the 24th day of January, 2000 by and between Whitehall Jewellers, Inc., a Delaware corporation, and Jon Browne ("Executive"). W I T N E S S E T H WHEREAS, the...Employment Agreement • September 14th, 2000 • Whitehall Jewellers Inc • Retail-jewelry stores • Illinois
March 23, 2004Credit Agreement • March 23rd, 2004 • Whitehall Jewellers Inc • Retail-jewelry stores
Reference is hereby made to that certain Second Amended and Restated Revolving Credit and Gold Consignment Agreement dated as of July 29, 2003 (the "Credit Agreement") by and among Whitehall Jewellers, Inc. a Delaware corporation (the "Borrower"), LaSalle Bank National Association, as administrative agent for the banks ("Banks") party thereto (in such capacity, "Administrative Agent"), the Banks, ABN AMRO Bank N.V., as syndication agent, and JP Morgan Chase Bank, as documentation agent. Terms not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.
EXHIBIT 10.4 AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN WHITEHALL JEWELLERS, INC. AND LUCINDA M. BAIER This amendment (the "Amendment") to that certain Employment Agreement between Whitehall Jewellers, Inc., a Delaware corporation (the "Company"), and...Employment Agreement • August 15th, 2005 • Whitehall Jewellers Inc • Retail-jewelry stores
EXHIBIT 10.1 SEVERANCE AND RELEASE AGREEMENT THIS SEVERANCE AND RELEASE AGREEMENT is entered into by and among Lynn D. Eisenheim ("Employee"), Whitehall Jewellers, Inc., a Delaware corporation ("Whitehall"), and WH Inc. of Illinois, an Illinois...Severance Agreement • May 24th, 2005 • Whitehall Jewellers Inc • Retail-jewelry stores • Illinois
1 EXHIBIT 10.22 EMPLOYMENT AND SEVERANCE AGREEMENT THIS AGREEMENT is entered into as of the 17th day of March, 1997 by and between Marks Bros. Jewelers, Inc., a Delaware corporation, and Manny A. Brown ("Executive"). W I T N E S S E T H WHEREAS, the...Employment Agreement • April 30th, 1999 • Whitehall Jewellers Inc • Retail-jewelry stores • Illinois
1 EXHIBIT 10.2 WHITEHALL JEWELLERS, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • September 14th, 2000 • Whitehall Jewellers Inc • Retail-jewelry stores • Delaware
LASALLE BANK NATIONAL ASSOCIATION 135 SOUTH LASALLE STREET CHICAGO, IL 60603 October 29, 2003Credit Agreement • December 22nd, 2003 • Whitehall Jewellers Inc • Retail-jewelry stores
Reference is hereby made to that certain Second Amended and Restated Revolving Credit and Gold Consignment Agreement dated as of July 29, 2003 (the "Credit Agreement") by and among Whitehall Jewellers, Inc. a Delaware corporation (the "Borrower"), LaSalle Bank National Association, as administrative agent for the banks ("Banks") party thereto (in such capacity, "Administrative Agent"), the Banks, ABN AMRO Bank N.V., as syndication agent, and JP Morgan Chase Bank, as documentation agent. Terms not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.
FORM OF WHITEHALL JEWELLERS, INC. RESTRICTED STOCK AWARD AGREEMENT FOR NON- EMPLOYEE DIRECTORSRestricted Stock Award Agreement • March 9th, 2005 • Whitehall Jewellers Inc • Retail-jewelry stores • Delaware
EXHIBIT 10.37 ELEVENTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN AND GOLD CONSIGNMENT AGREEMENT Eleventh Amendment, dated as of January 31, 2003 (the "Amendment"), amending that certain Amended and Restated Revolving Credit, Term...Revolving Credit, Term Loan and Gold Consignment Agreement • May 1st, 2003 • Whitehall Jewellers Inc • Retail-jewelry stores • Massachusetts
EXHIBIT 3 ===================================================================== =========== AMENDED AND RESTATED STOCKHOLDERS RIGHTS AGREEMENT DATED AS OF APRIL 28, 1999Stockholders Rights Agreement • January 12th, 2000 • Whitehall Jewellers Inc • Retail-jewelry stores • Delaware
EXHIBIT 4.1 FIRST AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS RIGHTS AGREEMENT This First Amendment, dated as of October 3, 2005 (this "Amendment"), to the Amended and Restated Stockholders Rights Agreement, dated as of April 28, 1999 (the "Rights...Stockholders Rights Agreement • October 6th, 2005 • Whitehall Jewellers Inc • Retail-jewelry stores • Delaware
RECITALSIndemnification Agreement • August 15th, 2005 • Whitehall Jewellers Inc • Retail-jewelry stores • Delaware
EXHIBIT 10.6 WAIVER, CONSENT, AND FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND GOLD CONSIGNMENT AGREEMENT THIS WAIVER, CONSENT, AND FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND GOLD CONSIGNMENT AGREEMENT...Revolving Credit and Gold Consignment Agreement • October 6th, 2005 • Whitehall Jewellers Inc • Retail-jewelry stores
WHITEHALL JEWELLERS, INC. INCENTIVE STOCK OPTION AGREEMENT FOR EMPLOYEESIncentive Stock Option Agreement • April 30th, 2001 • Whitehall Jewellers Inc • Retail-jewelry stores • Delaware
Executive Officer Form] SEVERANCE AGREEMENT THIS AGREEMENT is entered into as of the ___ day of __________, 1996 by and between Whitehall Jewellers, Inc., a Delaware corporation, and _______________ ("Executive"). W I T N E S S E T H WHEREAS,...Severance Agreement • February 8th, 2000 • Whitehall Jewellers Inc • Retail-jewelry stores • Illinois
EXHIBIT 6 WHITEHALL JEWELLERS, INC. NONQUALIFIED STOCK OPTION AGREEMENT Whitehall Jewellers, Inc., a Delaware corporation (the "Company"), hereby grants to HUGH M. PATINKIN (the "Optionee") as of FEBRUARY 23, 2001 (the "Option Date"), pursuant to the...Nonqualified Stock Option Agreement • March 25th, 2002 • Whitehall Jewellers Inc • Retail-jewelry stores • Delaware
AGREEMENT AND PLAN OF MERGER by and among WHITEHALL JEWELLERS, INC., PRENTICE CAPITAL MANAGEMENT, LP, HOLTZMAN OPPORTUNITY FUND, L.P. WJ HOLDING CORP. and WJ ACQUISITION CORP. Dated as of February 1, 2006Merger Agreement • April 21st, 2006 • Whitehall Jewellers Inc • Retail-jewelry stores • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of February 1, 2006 (the “Effective Date”), by and among Whitehall Jewellers, Inc., a Delaware corporation (the “Company”), Prentice Capital Management, LP, a Delaware limited partnership (“Parent”), Holtzman Opportunity Fund, L.P. (“Holtzman”) WJ Holding Corp., a Delaware corporation and affiliate of Parent and Holtzman (“Holdco”), and WJ Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Holdco (“Purchaser”).
Duff & Phelps Superior Proposal OpinionSecurities Purchase Agreement • May 16th, 2006 • Whitehall Jewellers Inc • Retail-jewelry stores
Whitehall Jewellers, Inc. (“Whitehall” or the “Company”) has entered into a Securities Purchase Agreement (“SPA”) with PWJ Lending LLC, PWJ Funding LLC and Holtzman Opportunity Fund, L.P. (“Holtzman”). The transactions contemplated by the Transaction Documents (as defined in the SPA) are hereinafter referred to as the Prentice Transaction. On or about December 2, 2005, Newcastle Partners initiated an unsolicited offer for all the outstanding shares of the Company (“Initial Tender Offer”), and subsequently revised its offer (“Tender Offer”). The Board of Directors engaged Duff & Phelps, LLC (“Duff & Phelps”) as its independent financial advisor in connection with the Tender Offer and any other unsolicited offers that may arise to provide advice regarding whether the Tender Offer and related transactions is more favorable, from a financial point of view, to the Company, its stockholders and creditors, taken as a whole, than the Prentice Transaction (“Superior Proposal”), as outlined in S
Exhibit 10.2 AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN AND GOLD CONSIGNMENT AGREEMENT DATED AS OF SEPTEMBER 10, 1998Revolving Credit, Term Loan and Gold Consignment Agreement • December 15th, 1998 • Marks Bros Jewelers Inc • Retail-jewelry stores
February 1, 2006 To the Board of Directors Whitehall Jewellers, Inc. 155 N. Wacker Drive Chicago, Il 60606 To the Board of Directors:Securities Purchase Agreement • February 28th, 2006 • Whitehall Jewellers Inc • Retail-jewelry stores
Whitehall Jewellers, Inc. (“Whitehall” or the “Company”) has entered into a Securities Purchase Agreement (“SPA”) with PWJ Lending LLC, PWJ Funding LLC and Holtzman Opportunity Fund, L.P. (“Holtzman”). The transactions contemplated by the Transaction Documents (as defined in the SPA) are hereinafter referred to as the Prentice Transaction. On or about December 2, 2005, Newcastle Partners initiated an unsolicited offer for all the outstanding shares of the Company (“Initial Tender Offer”), and subsequently revised its offer (“Tender Offer”). The Board of Directors engaged Duff & Phelps, LLC (“Duff & Phelps”) as its independent financial advisor in connection with the Tender Offer and any other unsolicited offers that may arise to provide advice regarding whether the Tender Offer and related transactions is more favorable, from a financial point of view, to the Company, its stockholders and creditors, taken as a whole, than the Prentice Transaction (“Superior Proposal”), as outlined in S
EXHIBIT 9 WHITEHALL JEWELLERS, INC. NON QUALIFIED STOCK OPTION AGREEMENT Whitehall Jewellers, Inc., a Delaware corporation (the "Company"), hereby grants to HUGH M. PATINKIN (the "Optionee") as of FEBRUARY 7, 2002 (the "Option Date"), pursuant to the...Non-Qualified Stock Option Agreement • February 19th, 2003 • Whitehall Jewellers Inc • Retail-jewelry stores • Delaware
by and amongBridge Term Loan Credit Agreement • October 6th, 2005 • Whitehall Jewellers Inc • Retail-jewelry stores
WHITEHALL JEWELLERS, INC. (F/K/A/ MARKS BROS. JEWELERS, INC.) INCENTIVE STOCK OPTION AGREEMENT FOR EMPLOYEESIncentive Stock Option Agreement • April 30th, 2001 • Whitehall Jewellers Inc • Retail-jewelry stores • Delaware
Exhibit 10.3 WHITEHALL JEWELLERS, INC. NON QUALIFIED STOCK OPTION AGREEMENT Whitehall Jewellers, Inc., a Delaware corporation (the "Company"), hereby grants to Beryl Raff (the "Optionee") as of August 10, 2005 (the "Option Date"), a non-qualified...Non-Qualified Stock Option Agreement • August 15th, 2005 • Whitehall Jewellers Inc • Retail-jewelry stores • Delaware
AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT Dated as of February 1, 2006 by and among WHITEHALL JEWELLERS, INC., as Borrower THE LENDING INSTITUTIONS FROM TIME TO TIME PARTY HERETO, as Lenders and PWJ LENDING LLC as Administrative Agent and...Intercreditor and Lien Subordination Agreement • February 3rd, 2006 • Whitehall Jewellers Inc • Retail-jewelry stores
This AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT is made as of February 1, 2006, by and among (a) WHITEHALL JEWELLERS, INC. (the “Borrower”), a Delaware corporation having its principal place of business at 155 North Wacker Drive, Suite 500, 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 the collateral agent (in such capacity, the “Collateral Agent”) for the Agents (as hereinafter defined) and the Lenders.
EXHIBIT 10.1 SEPARATION AND RELEASE AGREEMENT THIS SEPARATION AND RELEASE AGREEMENT is entered into between Manny A. Brown ("Employee"), and Whitehall Jewellers, Inc., a Delaware corporation ("Whitehall"). WHEREAS, Whitehall and Employee are parties...Separation and Release Agreement • December 15th, 2004 • Whitehall Jewellers Inc • Retail-jewelry stores • Illinois
1 EXHIBIT 10.24 WHITEHALL JEWELLERS, INC. (F/K/A/ MARKS BROS. JEWELERS, INC.) 1998 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN NON-QUALIFIED STOCK OPTION AGREEMENT Whitehall Jewellers, Inc. (f/k/a/ Marks Bros. Jewelers, Inc.), a Delaware corporation (the...Non-Qualified Stock Option Agreement • April 30th, 2001 • Whitehall Jewellers Inc • Retail-jewelry stores • Delaware
