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;
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 Mike Don (the “Executive”).
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 Michael Don (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:
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”).
SECOND AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT Dated as of February 20, 2007 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...Credit Agreement • August 1st, 2007 • BTHC VII Inc • Blank checks
This SECOND AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT is made as of February 20, 2007, 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 the collateral agent (in such capacity, the "Collateral Agent") for the Agents (as hereinafter defined) and the Lenders.
FORM OF AMENDED TRADE VENDOR EXTENSION AGREEMENTExtension 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, 2007Agreement of Merger and Plan of Reorganization • 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, 2006BTHC VII Inc • August 1st, 2007 • 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.
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.
FORM OF UNSECURED TERM PROMISSORY NOTE - EXTENSION AGREEMENT WHITEHALL JEWELLERS INC.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:
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 MERGERAgreement and Plan of Merger • 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 NOTEBTHC VII Inc • August 1st, 2007 • 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:
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 • 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”).
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
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENTTerm Loan Credit Agreement • August 1st, 2007 • BTHC VII Inc • Blank checks • New York
SECOND AMENDMENT, dated as of June 28, 2007 (this “Amendment”), to the Second Amended and Restated Term Loan Credit Agreement, dated as of February 20, 2007, as amended by the First Amendment to the Second Amended and Restated Term Loan Credit Agreement, dated as of May 21, 2007 (as amended, restated or otherwise modified from time to time, the “Credit Agreement”), by and among (a) WHITEHALL JEWELERS, INC. (f/k/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.
