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 • February 3rd, 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”).
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.
SECOND AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS RIGHTS AGREEMENTStockholders Rights Agreement • February 3rd, 2006 • Whitehall Jewellers Inc • Retail-jewelry stores • Delaware
This Second Amendment, dated as of February 1, 2006 (this “Amendment”), to the Amended and Restated Stockholders Rights Agreement, dated as of April 28, 1999, as amended (the “Rights Agreement”), is made between Whitehall Jewellers, Inc., a Delaware corporation (the “Company”), and LaSalle Bank National Association, a national banking association (the “Rights Agent”). Capitalized terms not otherwise defined herein have the meaning given to such terms in the Rights Agreement.
