0001047469-10-008538 Sample Contracts

Contract
Credit Agreement • October 12th, 2010 • Zale Corp • Retail-jewelry stores

FIRST AMENDMENT, dated as of September 24, 2010 (this “Amendment”), to the Credit Agreement dated as of May 10, 2010 (the “Credit Agreement”), among ZALE CORPORATION, a Delaware corporation (the “Borrower”), Z INVESTMENT HOLDINGS, LLC, a Delaware limited liability company, as administrative agent (the “Administrative Agent”), and each lender from time to time party thereto (the “Lenders” and, each individually, a “Lender”).

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FIRST AMENDMENT TO INTERCREDITOR AGREEMENT
Intercreditor Agreement • October 12th, 2010 • Zale Corp • Retail-jewelry stores • New York

This First Amendment to Intercreditor Agreement (the “First Amendment”) is made as of September 24, 2010, by and among BANK OF AMERICA, N.A. (“Bank of America”), in its capacity as administrative agent and collateral agent (together with its respective successors and assigns in such capacities, the “ABL Agent”) for the ABL Secured Parties and Z INVESTMENT HOLDINGS, LLC in its capacity as administrative agent (together with its successors and assigns in such capacities, the “Term Agent”) for the Term Secured Parties, in consideration of the mutual covenants herein contained and benefits to be derived herefrom.

ZALE CORPORATION
Zale Corp • October 12th, 2010 • Retail-jewelry stores
CONFIDENTIAL SEPARATION AND RELEASE AGREEMENT
Confidential Separation and Release Agreement • October 12th, 2010 • Zale Corp • Retail-jewelry stores • Texas

This Confidential Release Agreement (“Agreement”) is made and entered into by and between Mary Kwan (“Employee”) on the one hand, and Zale Delaware, Inc. (“Zale” or the “Company”) on the other, hereinafter collectively referred to as the “Parties.”

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