MAYOR’S JEWELERS, INC., as the US Borrower BIRKS & MAYORS INC., as the Canadian Borrower Collectively, the Borrowers AND THEIR SUBSIDIARIES PARTY HERETO, as Guarantors AMENDED AND RESTATED TERM LOAN AND SECURITY AGREEMENT Dated as of June 8, 2011...Term Loan and Security Agreement • July 8th, 2011 • Birks & Mayors Inc. • Retail-jewelry stores • New York
THIS AMENDED AND RESTATED TERM LOAN AND SECURITY AGREEMENT (THIS “AGREEMENT”) IS ENTERED INTO AS OF JUNE 8, 2011, AMONG MAYOR’S JEWELERS INC., A DELAWARE CORPORATION (THE “US BORROWER”), BIRKS & MAYORS INC., A CANADIAN CORPORATION (THE “CANADIAN BORROWER” AND, TOGETHER WITH THE US BORROWER, COLLECTIVELY, THE “BORROWERS” AND EACH INDIVIDUALLY, A “BORROWER”), EACH SUBSIDIARY OF THE BORROWERS FROM TIME TO TIME PARTY HERETO AS A GUARANTOR, EACH LENDER FROM TIME TO TIME PARTY HERETO (COLLECTIVELY, THE “LENDERS” AND EACH INDIVIDUALLY, A “LENDER”), GB MERCHANT PARTNERS, LLC, AS ADMINISTRATIVE AGENT AND CO-COLLATERAL AGENT (IN ITS INDIVIDUAL CAPACITY, “GB”) AND WELLS FARGO CREDIT, INC., AS CO-COLLATERAL AGENT AND AS DOCUMENTATION AGENT (IN ITS INDIVIDUAL CAPACITY, “WFC”).
MAYOR’S JEWELERS, INC., as the US Borrower BIRKS & MAYORS INC., as the Canadian Borrower Collectively, the Borrowers AND THEIR SUBSIDIARIES PARTY HERETO, as Guarantors SECOND AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT Dated as of...Revolving Credit and Security Agreement • July 8th, 2011 • Birks & Mayors Inc. • Retail-jewelry stores • New York
THIS SECOND AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT (THIS “AGREEMENT”) IS ENTERED INTO AS OF JUNE 8, 2011, AMONG MAYOR’S JEWELERS, INC., A DELAWARE CORPORATION (THE “US BORROWER”), BIRKS & MAYORS INC., A CANADIAN CORPORATION (THE “CANADIAN BORROWER” AND, TOGETHER WITH THE US BORROWER, COLLECTIVELY, THE “BORROWERS” AND EACH INDIVIDUALLY, A “BORROWER”), EACH SUBSIDIARY OF THE BORROWERS FROM TIME TO TIME PARTY HERETO AS A GUARANTOR, EACH LENDER FROM TIME TO TIME PARTY HERETO (COLLECTIVELY, THE “LENDERS” AND EACH INDIVIDUALLY, A “LENDER”), BANK OF AMERICA, N.A. (IN ITS INDIVIDUAL CAPACITY, “BANK OF AMERICA”), AS ADMINISTRATIVE AGENT AND ISSUING BANK, BANK OF AMERICA, N.A. (ACTING THROUGH ITS CANADA BRANCH) (IN ITS INDIVIDUAL CAPACITY, “BANK OF AMERICA-CANADA BRANCH”), AS CANADIAN AGENT AND ISSUING BANK, AND BANK OF AMERICA, N.A. AND WELLS FARGO BANK, NATIONAL ASSOCIATION, AS CO-COLLATERAL AGENTS (IN SUCH CAPACITY, THE “CO-COLLATERAL AGENTS”).
AMENDED AND RESTATED CASH ADVANCE AGREEMENTCash Advance Agreement • July 8th, 2011 • Birks & Mayors Inc. • Retail-jewelry stores
WHEREAS the Lender and the Borrower entered into an Amended and Restated Cash Advance Agreement with an effective date of June 8, 2011 pursuant to which the Lender advanced US$2 million to the Borrower upon the terms and conditions contained herein(the “Initial Cash Advance Agreement”);
ADDENDUM TO EMPLOYMENT AGREEMENTEmployment Agreement • July 8th, 2011 • 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”);
SIXTH AMENDMENT AND CONSENT TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • July 8th, 2011 • Birks & Mayors Inc. • Retail-jewelry stores • New York
SIXTH AMENDMENT AND CONSENT TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT, dated as of September [ ], 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.
SIXTH AMENDMENT, CONSENT AND WAIVER TO TERM LOAN AND SECURITY AGREEMENTTerm Loan and Security Agreement • July 8th, 2011 • Birks & Mayors Inc. • Retail-jewelry stores • New York
SIXTH AMENDMENT, CONSENT AND WAIVER TO TERM LOAN AND SECURITY AGREEMENT, dated as of April , 2011 (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.
ADDENDUM TO EMPLOYMENT AGREEMENTEmployment Agreement • July 8th, 2011 • 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”);
SEVENTH AMENDMENT, CONSENT AND WAIVER TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • July 8th, 2011 • Birks & Mayors Inc. • Retail-jewelry stores • New York
SEVENTH AMENDMENT, CONSENT AND WAIVER TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT, dated as of April [ ], 2011 (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.
AMENDED AND RESTATED MANAGEMENT CONSULTING SERVICES AGREEMENTManagement Consulting Services Agreement • July 8th, 2011 • Birks & Mayors Inc. • Retail-jewelry stores
AMENDED AND RESTATED MANAGEMENT CONSULTING SERVICES AGREEMENT (this “Agreement”) has been entered into in the City of Montreal, Province of Quebec, as of June 8, 2011 (the “Effective Date”)
FIFTH AMENDMENT TO TERM LOAN AND SECURITY AGREEMENTTerm Loan and Security Agreement • July 8th, 2011 • Birks & Mayors Inc. • Retail-jewelry stores • New York
FIFTH AMENDMENT TO TERM LOAN AND SECURITY AGREEMENT, dated as of October 8, 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.
EMPLOYMENT AGREEMENTEmployment Agreement • July 8th, 2011 • Birks & Mayors Inc. • Retail-jewelry stores • Quebec
This Agreement is made as of February 22, 2011 by and between Deborah Nicodemus (the “Executive”) and Birks & Mayors Inc., a corporation incorporated under the laws of Canada (the “Company”).
