ASSET PURCHASE AGREEMENT by and among ZALE CORPORATION, ZALE DELAWARE, INC., TXDC, L.P., FINLAY FINE JEWELRY CORPORATION and, for limited purposes, FINLAY ENTERPRISES, INC. September 27, 2007Asset Purchase Agreement • December 13th, 2007 • Finlay Fine Jewelry Corp • Retail-jewelry stores • Delaware
This Asset Purchase Agreement (this “Agreement”) is made and entered into as of September 27, 2007, by and among Zale Corporation, a Delaware corporation (“Parent”), Zale Delaware, Inc., a Delaware corporation (“Opco”), TXDC, L.P., a Texas limited partnership (“Inventory Company,” and, together with Opco, “Sellers”), Finlay Fine Jewelry Corporation, a Delaware corporation (“Purchaser”) and, for limited purposes, Finlay Enterprises, Inc., a Delaware corporation (“Finlay”).
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 9, 2007 among FINLAY FINE JEWELRY CORPORATION, CARLYLE & CO. JEWELERS LLC, L. CONGRESS, INC. as Borrowers, FINLAY ENTERPRISES, INC. AND THE OTHER CREDIT PARTIES SIGNATORY HERETO, as...Credit Agreement • December 13th, 2007 • Finlay Fine Jewelry Corp • Retail-jewelry stores • New York
This FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of November 9, 2007 among FINLAY FINE JEWELRY CORPORATION, a Delaware corporation (“Finlay”), CARLYLE & CO. JEWELERS LLC, a Delaware limited liability company (“Carlyle”), L. CONGRESS, INC., a Florida corporation (“Congress”) (Finlay, Carlyle and Congress are sometimes collectively referred to herein as the “Borrowers” and individually as a “Borrower”); the other Credit Parties signatory hereto; GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE Capital”), for itself, as Lender, and as Agent for Lenders, and the other Lenders signatory hereto from time to time.
