FIRST AMENDMENT TO TERM LOAN AND SECURITY AGREEMENT
Exhibit 4.68
EXECUTION COPY
FIRST AMENDMENT TO
TERM LOAN AND SECURITY AGREEMENT
FIRST AMENDMENT TO TERM LOAN AND SECURITY AGREEMENT, dated as of April 30, 2009 (this “Amendment”), by and among (i) MAYOR’S JEWELERS, INC., a Delaware corporation (the “US Borrower”) and BIRKS & MAYORS INC., a Canadian corporation (the “Canadian Borrower” and, together with the US Borrower, the “Borrowers”, and each individually, a “Borrower”), (ii) the guarantors party to the Loan Agreement referred to below (the “Guarantors” and, together with the Borrowers, the “Loan Parties”), (iii) the lenders party to the Loan Agreement referred to below (collectively, the “Lenders”), and (iv) GB MERCHANT PARTNERS, LLC, in its capacity as administrative agent (the “Administrative Agent”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Loan Agreement referred to below.
WHEREAS, the Borrowers, the Guarantors, the Lenders and the Administrative Agent are parties to that certain Term Loan and Security Agreement, dated as of December 17, 2008 (as amended, amended and restated, modified and in effect from time to time, the “Loan Agreement”), pursuant to which the Lenders have extended credit to the Borrowers on the terms and subject to the conditions set forth therein; and
WHEREAS, the Borrowers have requested that the Loan Agreement be amended as set forth herein; and
WHEREAS, the Borrowers, the Required Lenders, and the Administrative Agent have agreed, on the terms and conditions set forth herein, to amend certain provisions of the Loan Agreement.
NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
§1. Amendment to Section 1.1 of the Loan Agreement. Section 1.1 of the Loan Agreement is hereby amended by:
(a) Deleting the second sentence of the definition of “Material Contract” and substituting in lieu thereof the following: “Notwithstanding anything to the contrary contained in this Agreement, the term “Material Contract” shall include, for all purposes, each of the following: (i) the Revolving Loan Documents (and any refinancings, renewals or extensions thereof), (ii) the Xxxxxxxxx Debt Documents, (iii) the Quebec Subordinated Debt Documents, (iv) the Rhode Island Debt Documents, (v) the Rolex Documents, (vi) the Montrovest Debt Documents and (vii) any Additional Subordinated Debt Documents.”
(b) Restating the definition of “Subordinated Debt” in its entirety as follows:
“Subordinated Debt—collectively, the Xxxxxxxxx Debt, the Management Debt, the Quebec Subordinated Debt, the Rhode Island Debt, the Montrovest Debt and any Additional Subordinated Debt.”
(c) Deleting the word “and” immediately prior to the reference to “the Quebec Subordination Agreement” in the definition of “Subordination Agreements” and substituting in lieu thereof a comma (“,”) and adding the following text immediately after the reference to “Quebec Subordination Agreement”: “and any other subordination agreement entered into by or among any Loan Party, any subordinated creditor and the Administrative Agent in form, scope and substance satisfactory to the Administrative Agent.”
(d) Adding the following definitions to such Section in the correct alphabetical order:
“Additional Subordinated Debt - such secured Debt incurred by any Loan Party pursuant to Section 10.2.1(l) that is expressly subordinated to the Full Payment of the Obligations on terms and conditions and pursuant to a Subordination Agreement in form, scope and substance satisfactory to the Administrative Agent.”
“Additional Subordinated Debt Documents - all documents, instruments and agreements executed in connection with any Additional Subordinated Debt, any such documents, instruments and agreements being in form, scope and substance satisfactory to the Administrative Agent.”
“Montrovest Debt - all Debt owing to Montrovest B.V. under the Montrovest Debt Documents and permitted pursuant to Section 10.2.1(j) and Section 10.2.1(l).”
“Montrovest Debt Documents - collectively, that certain Cash Advance Agreement dated as of February 10, 2009, by and between the Canadian Borrower and Montrovest B.V., and any other loan agreement entered into by and between the Canadian Borrower and Montrovest B.V., provided that any such other loan agreement shall be subject to a Subordination Agreement in form, scope and substance satisfactory to the Administrative Agent.”
§2. Amendment to Section 10.2.1 of the Loan Agreement. Section 10.2.1 of the Loan Agreement is hereby amended by:
(a) Deleting the reference to “$5,000,000” in the proviso of paragraph (j) and substituting, in lieu thereof, “$10,000,000”.
(b) Deleting the word “and” at the end of paragraph (j).
(c) Deleting the period (“.”) at the end of paragraph (k) and substituting, in lieu thereof, the following text: “; and”.
(d) Adding the following new paragraph (l) in the correct alphabetical order of such Section: “(l) such other Additional Subordinated Debt of the Loan Parties; provided that the aggregate principal amount of such Additional Subordinated Debt of the Loan Parties shall not exceed the Dollar Equivalent of $10,000,000 at any one time.”.
§3. Amendment to Section 10.2.2 of the Loan Agreement. Section 10.2.2 of the Loan Agreement is hereby amended by:
(a) Deleting the word “and” at the end of paragraph (o).
(b) Deleting the period (“.”) at the end of paragraph (p) and substituting, in lieu there of, the following text: “; and”.
(c) Adding the following new paragraph (q) in the correct alphabetical order of such Section: “(q) Liens securing any Additional Subordinated Debt permitted under Section 10.2.1(l), provided that such Liens shall, at all times, be subordinate and junior in priority to the Liens securing the Obligations pursuant to a Subordination Agreement in form, scope and substance satisfactory to the Administrative Agent.”.
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§4. Amendment to Section 10.2.10 of the Loan Agreement. Section 10.2.10 of the Loan Agreement is hereby amended by deleting clause (b) therein in its entirety and replacing it with the following new clauses (b) and (c): “(b) the Xxxxxxxxx Debt, the Quebec Subordinated Debt or the Rhode Island Debt, in each case prior to its due date under the agreements evidencing such Debt as in effect on the Closing Date (in each case, or as amended thereafter in accordance with Section 10.2.11), unless otherwise permitted pursuant to Section 10.2.12, and (c) the Montrovest Debt prior to its due date under the Montrovest Debt Documents as in effect on the date of entry thereof (or as amended thereafter in accordance with Section 10.2.11), unless otherwise permitted pursuant to Section 10.2.12.”
§5. Amendment to Section 10.2.11 of the Loan Agreement. Section 10.2.11 of the Loan Agreement is hereby amended by:
(a) Amending the heading of such Section 10.2.11 by adding the phrase “Montrovest Debt Documents, Additional Subordinated Debt Documents,” immediately prior to the reference to “and Organizational Documents” at the end thereof; and
(b) (i) deleting the word “or” immediately prior to the reference to “the Rhode Island Debt Documents” in clause (a) and substituting in lieu thereof a comma (“,”); (ii) adding the following text immediately after the reference to “the Rhode Island Debt Documents” in clause (a): “, the Montrovest Debt Documents or any Additional Subordinated Debt Documents”; and (iii) adding the text “, the Montrovest Debt Documents, any Additional Subordinated Debt Documents” immediately following the reference to “the Rhode Island Debt Documents” in the last sentence thereto.
§6. Amendment to Section 10.2.12 of the Loan Agreement. Section 10.2.12 of the Loan Agreement is hereby amended by
(a) Deleting the text of paragraph (a) of such Section in its entirety and replacing it with the following text: “(a) Make any payments in respect of the Xxxxxxxxx Debt other than regularly scheduled payments of principal and, to the extent expressly provided in this paragraph (a), accrued and unpaid interest, so long as (i) no Default or Event of Default then exists or would (after taking into consideration the payment to be made) result therefrom, and (ii) (A) no more than fifteen (15) days and no less than five (5) days prior to any proposed payment, the Administrative Agent shall have received a copy of the written notice provided by Xxxxxxxxx to the Revolving Agent and the Canadian Revolving Agent pursuant to Section 10.2.12(a) of the Revolving Credit Agreement, which notice shall set forth the amount and date of such scheduled payment, and the Administrative Agent shall not have notified Xxxxxxxxx or the Borrowers in writing at any time prior to the making of such payment that the payment is not permitted under this Agreement, (B) either (1) no more than five (5) days and no less than three (3) days prior to any proposed payment, the Administrative Agent shall have received evidence satisfactory to the Administrative Agent that the Aggregate Excess Availability (calculated on a pro forma basis after taking into consideration the payment to be made) shall be not less than $12,000,000, or (2) solely for the 2010 Fiscal Year, no more than 30 days prior to any scheduled payment (or such other date to which the Administrative Agent, in its sole and absolute discretion, consents in writing) the Borrowers shall have received cash proceeds from the issuance of additional unsecured Debt pursuant to Section 10.2.1(j), Additional Subordinated Debt pursuant to Section 10.2.1(l) or Capital Stock of the Canadian Borrower, provided that (i) the Borrowers shall have received, and delivered evidence reasonably satisfactory to the Administrative Agent thereof, net cash proceeds from the issuance of any such additional Debt and/or Capital Stock of the Canadian Borrower in an amount not less than the Dollar Equivalent of $3,000,000, and (ii) any such net cash proceeds exceeding the amount of the scheduled principal
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payment and proposed interest payment shall be applied to the Obligations in accordance with the terms of Section 2.1(b) of the Intercreditor Agreement as if such amounts were proceeds of the Collateral and received prior to any of the events listed in clauses (a) through (f) of Section 2.1(a) of the Intercreditor Agreement, and (C) if such scheduled principal payment and proposed interest payment is permitted as provided in this paragraph (a), such scheduled principal payment and proposed interest payment shall be made no later than April 30th of such Fiscal Year (unless otherwise consented to in writing by the Administrative Agent in its sole and absolute discretion), provided that solely for the 2010 Fiscal Year, any such scheduled principal payment and proposed interest payment may be made no later than October 31, 2009, and provided, further that in the event such scheduled principal payment and proposed interest payment is permitted as hereinabove provided, the Borrowers may only pay accrued and unpaid interest in accordance with the Xxxxxxxxx Debt Documents in an amount not to exceed the Dollar Equivalent of $150,000 in any Fiscal Year. No prepayment of principal of, or (except as otherwise expressly provided in the immediately preceding sentence) payments of interest on, the Xxxxxxxxx Subordinated Debt may be made without the prior written consent of the Administrative Agent in its sole discretion.”
(b) Adding the following new paragraph (f) in the correct alphabetical order of such Section: “(f) Make any payments in respect of the Montrovest Debt other than regularly scheduled payments of interest in respect of the Montrovest Debt so long as no Default or Event of Default then exists or would (after taking into consideration the payment to be made) result therefrom. No prepayment of, or payments of principal on, the Montrovest Debt may be made without the prior written consent of the Administrative Agent in its sole discretion.”
§7. Amendment to Section 11.1 of the Loan Agreement. Section 11.1 of the Loan Agreement is hereby amended by (i) deleting the word “or” immediately prior to the reference to “the Quebec Subordinated Debt Documents” in subpart (A) of clause (i) of paragraph (n) and substituting in lieu thereof a comma (“,”); (ii) adding the following text immediately after the reference to “the Quebec Subordinated Debt Documents” in subpart (A) of clause (i) of paragraph (n): “, the Montrovest Debt Documents or the Additional Subordinated Debt Documents”; (iii) deleting the word “or” immediately prior to the reference to “the Quebec Subordinated Debt Documents” in subpart (B) of clause (i) of paragraph (n) and substituting in lieu thereof a comma (“,”); and (iv) adding the following text immediately after the reference to “the Quebec Subordinated Debt Documents” in subpart (B) of clause (i) of paragraph (n): “, the Montrovest Debt Documents or the Additional Subordinated Debt Documents”.
§8. Amendment to Schedule 9.1.19 to the Loan Agreement. Schedule 9.1.19 to the Loan Agreement is hereby amended by deleting such Schedule 9.1.19 in its entirety and substituting in lieu thereof Schedule 9.1.19 attached hereto as Exhibit A.
§9. Representations and Warranties. Each of the Loan Parties hereby represents and warrants to the Administrative Agent and the Lenders as of the date hereof as follows:
(a) The execution and delivery by each of the Loan Parties of this Amendment and all other instruments and agreements required to be executed and delivered by such Loan Party in connection with the transactions contemplated hereby or referred to herein (collectively, the “Amendment Documents”), and the performance by each of the Loan Parties of any of its obligations and agreements under the Amendment Documents and the Loan Agreement and the other Loan Documents, as amended hereby, are within the corporate or other authority of such Borrower, have been authorized by all necessary corporate proceedings on behalf of such Loan Party and do not and will not contravene any provision of law or such Loan Party’s charter, other incorporation or organizational papers, by-laws or any stock provision or any amendment thereof or of any indenture, agreement, instrument or undertaking binding upon such Loan Party.
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(b) Each of the Amendment Documents, the Loan Agreement and the other Loan Documents, as amended hereby, to which any Loan Party is a party constitute legal, valid and binding obligations of such Loan Party, enforceable in accordance with their terms, except as limited by the Bankruptcy Code, any Canadian Debtor Relief Law, any other insolvency, debtor relief or debt adjustment law or similar laws relating to or affecting generally the enforcement of creditors’ rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefore may be brought.
(c) No approval or consent of, or filing with, any governmental agency or authority is required to make valid and legally binding the execution, delivery or performance by the Loan Parties of the Amendment Documents, the Loan Agreement or any other Loan Documents, as amended hereby, or the consummation by the Loan Parties of the transactions among the parties contemplated hereby and thereby or referred to herein.
(d) The representations and warranties contained in Section 9 of the Loan Agreement and in the other Loan Documents were true and correct as of the date made. Except to the extent of changes resulting from transactions contemplated or permitted by the Loan Agreement and the other Loan Documents and except to the extent that any representations and warranties relate expressly to an earlier date, after giving effect to the provisions hereof, such representations and warranties, both before and after giving effect to this Amendment, also are correct as of the date hereof.
(e) Each of the Loan Parties has performed and complied in all respects with all terms and conditions herein required to be performed or complied with by it prior to or at the time hereof, and as of the date hereof, both before and after giving effect to the provisions of this Amendment and the other Amendment Documents, there exists no Default or Event of Default.
(f) Each of the Loan Parties hereby acknowledges and agrees that the representations and warranties contained in this Amendment shall constitute representations and warranties as referred to in Section 11.1(b) of the Loan Agreement, a breach of which shall constitute an Event of Xxxxxxx.
§00. Effectiveness. This Amendment shall become effective upon the satisfaction of each of the following conditions which must occur on or prior to April 30, 2009 (the “Effective Date”), in each case in a manner satisfactory in form and substance to the Administrative Agent and the Required Lenders:
(a) This Amendment shall have been duly executed and delivered by each of the Borrowers, each of the Guarantors, the Administrative Agent and each of the Required Lenders and shall be in full force and effect.
(b) The Administrative Agent shall have received a duly executed Second Amendment to Amended and Restated Revolving Credit and Security Agreement, in form, scope and substance reasonably acceptable to the Administrative Agent.
(c) The Borrowers shall have paid to the Administrative Agent, for the ratable benefit of each Lender, an amendment fee in the amount of $17,500.00. The amendment fee shall be fully earned as of the date of execution of this Amendment and shall not be subject to refund or rebate under any circumstances.
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(d) The Borrowers shall have paid all reasonable unpaid fees and expenses of the Administrative Agent’s counsel, Xxxxxx & Xxxxxxxxxx LLP and Osler, Xxxxxx & Harcourt LLP, to the extent that copies of invoices for such fees and expenses have been delivered to the Borrowers.
(e) The Administrative Agent shall have received such other items, documents, agreements, items or actions as the Administrative Agent may reasonably request in order to effectuate the transactions contemplated hereby.
§11. Release. In order to induce the Administrative Agent and the Lenders to enter into this Amendment, each Loan Party each acknowledges and agrees that: (i) no Loan Party has any claim or cause of action against the Administrative Agent or any Lender (or, with respect to the Loan Agreement and the other Loan Documents and the administration of the credit facilities thereunder, any of their respective directors, officers, employees, agents or representatives); (ii) no Loan Party has any offset or compensation right, counterclaim, right of recoupment or any defense of any kind against any Loan Party’s obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) each of the Administrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrowers and, as applicable, the Guarantors. Each Borrower and each Guarantor wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. Therefore, each Borrower and each Guarantor unconditionally releases, waives and forever discharges (A) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrowers or the Guarantors, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Loan Agreement and the other Loan Documents, and (B) all claims, counterclaims, offsets, compensation rights, causes of action, right of recoupment, suits or defenses of any kind whatsoever (if any), whether arising at law or in equity, whether known or unknown, which any Borrower or any Guarantor might otherwise have against the Administrative Agent or any Lender (or, with respect to the Loan Agreement and the other Loan Documents and the administration of the credit facilities thereunder, any of their respective directors, officers, employees or agents), in either case (A) or (B), on account of any past or presently existing (as of the date hereof) condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, counterclaims, compensation rights, circumstance or matter of any kind.
§12. Miscellaneous Provisions.
(a) Each of the Loan Parties hereby ratifies and confirms all of its Obligations to the Administrative Agent and the Lenders under the Loan Agreement, as amended hereby, and the other Loan Documents, including, without limitation, the Loans, and each of the Loan Parties hereby affirms its absolute and unconditional promise to pay to the Lenders and the Administrative Agent, as applicable, the Loans, reimbursement obligations and all other amounts due or to become due and payable to the Lenders and the Administrative Agent, as applicable, under the Loan Agreement and the other Loan Documents, as amended hereby and it is the intent of the parties hereto that nothing contained herein shall constitute a novation or accord and satisfaction. Each of the Loan Parties hereby 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. Except as expressly amended hereby, each of the Loan Agreement and the other Loan Documents shall continue in full force and effect. This Amendment and the Loan Agreement shall hereafter be read and construed together as a single document, and all references in the Loan Agreement, any other Loan Document or any agreement or instrument related to the Loan Agreement shall hereafter refer to the Loan Agreement as amended by this Amendment.
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(b) Without limiting the expense reimbursement requirements set forth in Section 3.4 of the Loan Agreement, the Borrowers agree to pay on demand all reasonable costs and expenses, including reasonable attorneys’ fees, of the Administrative Agent incurred in connection with this Amendment.
(c) THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW (OTHER THAN THE NEW YORK GENERAL OBLIGATIONS LAW §§5-1401 AND 5-1402)).
(d) EACH LOAN PARTY PARTY HERETO HEREBY CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF ANY FEDERAL COURT SITTING IN OR WITH JURISDICTION OVER THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY XXXXX XXXXX XX XXX XXXXX XX XXX XXXX SITTING IN THE COUNTY OF MANHATTAN, IN ANY PROCEEDING OR DISPUTE RELATING IN ANY WAY TO ANY LOAN DOCUMENTS, AND AGREES THAT ANY SUCH PROCEEDING SHALL BE BROUGHT BY IT SOLELY IN ANY SUCH COURT. EACH LOAN PARTY PARTY HERETO IRREVOCABLY WAIVES ALL CLAIMS, OBJECTIONS AND DEFENSES THAT IT MAY HAVE REGARDING SUCH COURT’S PERSONAL OR SUBJECT MATTER JURISDICTION, VENUE OR INCONVENIENT FORUM. Nothing herein shall limit the right of the Administrative Agent or any Lender to bring proceedings against any Loan Party in any other court. Nothing in this Agreement shall be deemed to preclude enforcement by the Administrative Agent of any judgment or order obtained in any forum or jurisdiction.
(e) This Amendment may be executed in any number of counterparts, and all such counterparts shall together constitute but one instrument. In making proof of this Amendment it shall not be necessary to produce or account for more than one counterpart signed by each party hereto by and against which enforcement hereof is sought. Delivery of a signature page hereto by electronic transmission shall constitute the delivery of an original signature page hereof.
[Remainder of Page Intentionally Left Blank]
[Signature Pages follow]
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IN WITNESS WHEREOF, the undersigned have duly executed this Amendment as of the date first set forth above.
| US BORROWER AND BORROWER AGENT: | ||
| MAYOR’S JEWELERS, INC. | ||
| By: | /s/ Xxxxxxx Xxxxxxxxxxx | |
| Name: | Xxxxxxx Xxxxxxxxxxx | |
| Title: | Senior VP & 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: | Senior VP & CFO | |
| By: | /s/ Xxxxx Xxxxxxxx | |
| Name: | Xxxxx Xxxxxxxx | |
| Title: | Group VP, Finance & Treasurer | |
Signature Page to First Amendment to Term Loan and Security Agreement
| GUARANTORS: | ||
| 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: | Senior VP & CFO | |
| By: | /s/ Xxxxx Xxxxxxxx | |
| Name: | Xxxxx Xxxxxxxx | |
| Title: | Group VP, Finance & Treasurer | |
Signature Page to First Amendment to Term Loan and Security Agreement
| ADMINISTRATIVE AGENT: | ||
| GB MERCHANT PARTNERS, LLC | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Managing Director | |
Signature Page to First Amendment to Term Loan and Security Agreement
| LENDERS: | ||
| 1903 ONSHORE FUNDING, LLC | ||
| By: | GB Merchant Partners, LLC, | |
| its Investment Manager | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Managing Director | |
| 1903 OFFSHORE LOANS SPV LIMITED | ||
| By: | GB Merchant Partners, LLC, | |
| its Investment Manager | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Managing Director | |
Signature Page to First Amendment to Term Loan 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 Loan Agreement; (c) joins the foregoing Amendment for the purpose of consenting to and being bound by the provisions of Section 9 and Section 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: | ||
| 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: | Senior VP & CFO | |
| By: | /s/ Xxxxx Xxxxxxxx | |
| Name: | Xxxxx Xxxxxxxx | |
| Title: | Group VP, Finance & Treasurer | |
Guarantor Acknowledgement Page to First Amendment to Term Loan and Security Agreement
