FIFTH AMENDMENT AND CONSENT TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENTIntercreditor Agreement • July 12th, 2010 • Birks & Mayors Inc. • Retail-jewelry stores • New York
FIFTH AMENDMENT AND CONSENT TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT, dated as of April 6, 2010 (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”), (ii) the guarantors party to the Credit Agreement referred to below (the “Guarantors” and, together with the Borrowers, the “Loan Parties”), (iii) the lenders party to the Credit Agreement referred to below (collectively, the “Lenders”), (iv) BANK OF AMERICA, N.A., in its capacity as administrative agent (the “Administrative Agent”), and (v) BANK OF AMERICA, N.A. (acting through its Canada branch), as Canadian agent (the “Canadian Agent” and, together with the Administrative Agent, the “Agents”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Credit Agreement referred to below.
THIRD AMENDMENT TO TERM LOAN AND SECURITY AGREEMENTTerm Loan and Security Agreement • July 12th, 2010 • Birks & Mayors Inc. • Retail-jewelry stores • New York
THIRD AMENDMENT TO TERM LOAN AND SECURITY AGREEMENT, dated as of October 29, 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”), (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.
AMENDMENT TO EMPLOYMENT AGREEMENT ENTERED INTO IN THE CITY OF TAMARAC, STATE OF FLORIDA (THE “AGREEMENT”)Employment Agreement • July 12th, 2010 • Birks & Mayors Inc. • Retail-jewelry stores • Florida
WHEREAS on April 16, 2008, the Employer and the Executive entered into an employment agreement whereby the Employer renewed the employment of the Executive (the “Employment Agreement”);
MAYOR’S JEWELERS, INC. STOCK APPRECIATION RIGHTS AGREEMENTStock Appreciation Rights Agreement • July 12th, 2010 • Birks & Mayors Inc. • Retail-jewelry stores
This Stock Appreciation Rights Agreement (the “Agreement”), effective as of August 9, 2005 is made by and between Mayor’s Jewelers, Inc., a Delaware corporation (the “Company”), and Thomas A. Andruskevich (the “Grantee”).
FOURTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • July 12th, 2010 • Birks & Mayors Inc. • Retail-jewelry stores • New York
FOURTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT, dated as of October 29, 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”), (ii) the guarantors party to the Credit Agreement referred to below (the “Guarantors” and, together with the Borrowers, the “Loan Parties”), (iii) the lenders party to the Credit Agreement referred to below (collectively, the “Lenders”), (iv) BANK OF AMERICA, N.A., in its capacity as administrative agent (the “Administrative Agent”), and (v) BANK OF AMERICA, N.A. (acting through its Canada branch), as Canadian agent (the “Canadian Agent” and, together with the Administrative Agent, the “Agents”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Credit Agreement referred to below.
FOURTH AMENDMENT TO TERM LOAN AND SECURITY AGREEMENTTerm Loan and Security Agreement • July 12th, 2010 • Birks & Mayors Inc. • Retail-jewelry stores • New York
FOURTH AMENDMENT TO TERM LOAN AND SECURITY AGREEMENT, dated as of April 6, 2010 (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”), (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.
SECOND AMENDMENT AND CONSENT TO TERM LOAN AND SECURITY AGREEMENTTerm Loan and Security Agreement • July 12th, 2010 • Birks & Mayors Inc. • Retail-jewelry stores • New York
SECOND AMENDMENT AND CONSENT TO TERM LOAN AND SECURITY AGREEMENT, dated as of July 20, 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”), (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.
DISTRIBUTION AGREEMENTDistribution Agreement • July 12th, 2010 • Birks & Mayors Inc. • Retail-jewelry stores
This Agreement is made as of September 26, 2009 by and between Birks & Mayors Inc., a company incorporated under the laws of Canada having its principal office at 1240 Phillips Square, Montreal, Québec (“Birks”), Mayor’s Jewelers, Inc., a wholly-owned subsidiary of Birks incorporated under the laws of Delaware and having its principal office at 5870 North Hiatus Road, Tamarac, Florida (“Mayors”) and Damiani International B.V., a company incorporated under the laws of the Netherlands having its principal office at Prins Bernhardplein, 200 – 1097 JB Amsterdam, the Netherlands and operating in addition through its direct or indirect subsidiaries and/or affiliates (the “Affiliates”) for the fulfilment of the obligations of this Agreement (Damiani International B.V. and its Affiliates hereinafter collectively “Damiani”).
THIRD AMENDMENT AND CONSENT TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • July 12th, 2010 • Birks & Mayors Inc. • Retail-jewelry stores • New York
THIRD AMENDMENT AND CONSENT TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT, dated as of July 20, 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”), (ii) the guarantors party to the Credit Agreement referred to below (the “Guarantors” and, together with the Borrowers, the “Loan Parties”), (iii) the lenders party to the Credit Agreement referred to below (collectively, the “Lenders”), (iv) BANK OF AMERICA, N.A., in its capacity as administrative agent (the “Administrative Agent”), and (v) BANK OF AMERICA, N.A. (acting through its Canada branch), as Canadian agent (the “Canadian Agent” and, together with the Administrative Agent, the “Agents”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Credit Agreement referred to below.
AMENDMENT TO EMPLOYMENT AGREEMENT ENTERED INTO IN THE CITY OF MONTREAL, PROVINCE OF QUEBEC (THE “AGREEMENT”)Employment Agreement • July 12th, 2010 • Birks & Mayors Inc. • Retail-jewelry stores • Quebec
WHEREAS on April 16, 2008, the Employer and the Employee entered into an employment agreement whereby the Employer renewed the employment of the Employee (the “Employment Agreement”);
