Zale Corp Sample Contracts

Zale Corp – FIRST AMENDMENT TO PRIVATE LABEL CREDIT CARD PROGRAM AGREEMENT (March 7th, 2014)

This First Amendment to the Private Label Credit Card Program Agreement (“Amendment”) is entered into as of the 14th day of November, 2013 (“Effective Date”) by and between Zale Delaware, Inc. (“Zale Delaware”), a Delaware corporation with its principal office at 901 W. Walnut Hill Lane, Irving, TX 75038-1003, Zale Puerto Rico, Inc. (“Zale PR” and together with Zale Delaware, “Zale”), a Puerto Rico corporation with its principal office at 901 W. Walnut Hill Lane, Irving, TX 74038-1003, and Comenity Capital Bank (“Bank”), with its principal office at 2795 E. Cottonwood Parkway, Suite 100, Salt Lake City, Utah 84121.

Zale Corp – VOTING AND SUPPORT AGREEMENT (February 19th, 2014)

This VOTING AND SUPPORT AGREEMENT (this “Agreement”) dated as of February 19, 2014, is entered into among Signet Jewelers Limited, a Bermuda corporation (“Parent”), Zale Corporation, a Delaware corporation (the “Company”), and Z Investment Holdings, LLC, a Delaware limited liability company and the warrantholder of the Company (the “Securityholder”).

Zale Corp – AGREEMENT AND PLAN OF MERGER Dated as of February 19, 2014 among SIGNET JEWELERS LIMITED, CARAT MERGER SUB, INC. and ZALE CORPORATION (February 19th, 2014)

This AGREEMENT AND PLAN OF MERGER, dated as of February 19, 2014 (this “Agreement”), is among Signet Jewelers Limited, a Bermuda corporation (“Parent”), Carat Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Zale Corporation, a Delaware corporation (the “Company”). Certain terms used in this Agreement are used as defined in Section 8.11.

Zale Corp – PRIVATE LABEL CREDIT CARD PROGRAM AGREEMENT AMONG ZALE DELAWARE, INC., ZALE PUERTO RICO, INC. AND COMENITY CAPITAL BANK DATED AS OF JULY 9, 2013 (September 27th, 2013)

THIS PRIVATE LABEL CREDIT CARD PROGRAM AGREEMENT (together with any schedules, exhibits, addenda, and future amendments and supplements hereto, the “Agreement”) is made as of the 9th day July, 2013, (the “Effective Date”) by and among ZALE DELAWARE, INC., a Delaware corporation (“Zale Delaware”), with its principal office at 901 W. Walnut Hill Lane, Irving, TX 75038-1003, ZALE PUERTO RICO, INC., a Puerto Rico corporation (“Zale PR” and together with Zale Delaware, “Zale”), with its principal office at 901 W. Walnut Hill Lane, Irving, TX 75038-1003, and COMENITY CAPITAL BANK, with its principal office at 2795 E. Cottonwood Parkway, Suite 100, Salt Lake City, Utah 84121 (hereinafter referred to as “Bank”).

Zale Corp – AMENDED AND RESTATED INTERCREDITOR AGREEMENT (October 3rd, 2012)

THIS AMENDED AND RESTATED INTERCREDITOR AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time pursuant to the terms hereof, this “Agreement”) is entered into as of July 24, 2012 between 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 (i) the financial institutions party from time to time to the A&R ABL Credit Agreement (defined below) (such financial institutions, together with their respective successors, assigns and transferees, the “ABL Lenders”) and (ii) any ABL Bank Product Affiliates and ABL Cash Management Affiliates (each as defined below) (such ABL Bank Product Affiliates and ABL Cash Management Affiliates, together with the ABL Agent and the ABL Lenders, the “ABL Secured Parties”) and Z INVESTMENT HOLDINGS, LLC in its capacity as administrative agent (together with its successors and assigns in su

Zale Corp – AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 24, 2012, among ZALE DELAWARE, INC., ZALE CORPORATION, ZGCO, LLC, TXDC, L.P., and ZALE PUERTO RICO, INC., as Borrowers, The FACILITY GUARANTORS Named Herein, The LENDERS Party Hereto, and Z ... (July 27th, 2012)

ZALE DELAWARE, INC., a corporation organized under the laws of the State of Delaware having a place of business at 901 W. Walnut Hill Lane, Irving, Texas 75038-1003 (“Zale Delaware”); and

Zale Corp – SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 24, 2012 among ZALE DELAWARE, INC., ZALE CORPORATION, ZGCO, LLC., TXDC, L.P., ZALE PUERTO RICO, INC. as Borrowers The FACILITY GUARANTORS named herein The LENDERS Party Hereto, BANK OF ... (July 27th, 2012)

ZALE DELAWARE, INC., a corporation organized under the laws of the State of Delaware having a place of business at 901 W. Walnut Hill Lane, Irving, Texas 75038-1003 (“Zale Delaware”); and

Zale Corp – AMENDED AND RESTATED EMPLOYMENT SECURITY AGREEMENT (September 20th, 2011)

This Amended and Restated Employment Security Agreement (the “Agreement”), dated as of September 19, 2011, is between Zale Corporation (“Company”) and the undersigned Chief Executive Officer of Company (“Executive”).

Zale Corp – FORM OF ASSIGNMENT AND ACCEPTANCE (June 8th, 2011)

This Assignment and Acceptance (the “Assignment and Acceptance”) is dated as of the Assignment Effective Date set forth below and is entered into by and between (the “Assignor”) and (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full.

Zale Corp – AMENDED AND RESTATED MERCHANT SERVICES AGREEMENT EFFECTIVE AS OF OCTOBER 1, 2010 AMONG CITIBANK (SOUTH DAKOTA), N.A., ZALE DELAWARE, INC., And ZALE PUERTO RICO, INC. (December 8th, 2010)

This AMENDED AND RESTATED MERCHANT SERVICES AGREEMENT (“Agreement”) is effective as of October 1, 2010 among CITIBANK (SOUTH DAKOTA), N.A., a national banking association (“Bank”), ZALE DELAWARE, INC., a corporation organized and existing under the laws of the State of Delaware (“Z Del”), and ZALE PUERTO RICO, INC., a corporation organized and existing under the laws of Puerto Rico (“Zale Puerto Rico”; Z Del and Zale Puerto Rico are hereinafter sometimes collectively referred to as “Zale”).

Zale Corp – ZALE CORPORATION (October 12th, 2010)

Zale Corp – Contract (October 12th, 2010)

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”).

Zale Corp – FIRST AMENDMENT TO INTERCREDITOR AGREEMENT (October 12th, 2010)

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 Corp – CONFIDENTIAL SEPARATION AND RELEASE AGREEMENT (October 12th, 2010)

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.”

Zale Corp – AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 10, 2010 among ZALE DELAWARE, INC., ZALE CORPORATION, ZGCO, LLC., TXDC, L.P., ZALE PUERTO RICO, INC. as Borrowers ZALE CANADA CO. and the other Facility Guarantors named herein as Facility Guarantors ... (June 7th, 2010)

ZALE DELAWARE, INC., a corporation organized under the laws of the State of Delaware having a place of business at 901 W. Walnut Hill Lane, Irving, Texas 75038-1003 (“Zale Delaware”); and

Zale Corp – WARRANT AND REGISTRATION RIGHTS AGREEMENT (June 7th, 2010)

AGREEMENT dated as of May 10, 2010 (the “Issuance Date”), by and among ZALE CORPORATION, a Delaware corporation (the “Company”), the Initial Warrant Holder (defined below) and Z Investment Holdings, LLC, a Delaware limited liability company, in its capacity as agent (the “Agent”).

Zale Corp – INTERCREDITOR AGREEMENT by and between BANK OF AMERICA, N.A., as ABL Agent, and Z INVESTMENT HOLDINGS, LLC, as Term Agent Dated as of May 10, 2010 (June 7th, 2010)

THIS INTERCREDITOR AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time pursuant to the terms hereof, this “Agreement”) is entered into as of May 10, 2010 between 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 (i) the financial institutions party from time to time to the ABL Credit Agreement referred to below (such financial institutions, together with their respective successors, assigns and transferees, the “ABL Lenders”) and (ii) any ABL Bank Product Affiliates and ABL Cash Management Affiliates (each as defined below) (such ABL Bank Product Affiliates and ABL Cash Management Affiliates, together with the ABL Agent and the ABL Lenders, 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

Zale Corp – CREDIT AGREEMENT dated as of May 10, 2010 among ZALE CORPORATION, as Borrower Z INVESTMENT HOLDINGS, LLC, as Administrative Agent and The Lenders Party Hereto (June 7th, 2010)

CREDIT AGREEMENT dated as of May 10, 2010 (this “Agreement”), among ZALE CORPORATION, a Delaware corporation (the “Borrower”); each lender from time to time party hereto (collectively, the “Lenders”, and each individually, a “Lender”); and Z INVESTMENT HOLDINGS, LLC, a Delaware limited liability company, as Administrative Agent.

Zale Corp – TD FINANCING SERVICES PRIVATE LABEL CREDIT CARD PROGRAM AGREEMENT (May 12th, 2010)

THIS PRIVATE LABEL CREDIT CARD PROGRAM AGREEMENT (as amended, supplemented, modified or extended from time to time, the “Agreement”) is made and entered into as of this 7th day of May, 2010 by and between TD Financing Services Inc., a corporation incorporated under the laws of Canada, having an office at 25 Booth Avenue, Suite 101, Toronto, Ontario M4M 2M3 (“TDFS”), and Zale Canada Co., a Nova Scotia company, having its principal business office at 901 W. Walnut Hill Lane, Irving, Texas 75038-1003 (“Merchant”).

Zale Corp – CONFIDENTIAL SEPARATION AND RELEASE AGREEMENT (February 12th, 2010)

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

Zale Corp – CONFIDENTIAL SEPARATION AND RELEASE AGREEMENT (February 12th, 2010)

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

Zale Corp – Contract (December 24th, 2009)

Portions of this exhibit (the discount rate schedule contained in Attachment B) have been omitted and separately filed with the Securities and Exchange Commission with a request for confidential treatment. Such omissions are designated as “[***].”

Zale Corp – FORM OF INDEMNIFICATION AGREEMENT (October 29th, 2009)

WHEREAS, the Indemnitee has served as or the Corporation has requested that the Indemnitee become a member of the Board of Directors of the Corporation and the Indemnitee has served or agreed so to serve in part upon the basis of the indemnification and other agreements provided for and referred to in this Agreement;

Zale Corp – CONFIDENTIAL SEPARATION AND RELEASE AGREEMENT (June 30th, 2009)

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

Zale Corp – AMENDMENT TO MERCHANT SERVICES AGREEMENT (June 9th, 2009)

THIS AMENDMENT dated as of June 8, 2009 (this “Amendment”), amends that certain Merchant Services Agreement (the “Original Agreement”) dated as of July 10, 2000, as previously amended (the Amendment and the Original Agreement as previously amended, collectively referred to as the “Amended Agreement”), by and among, CITIBANK (SOUTH DAKOTA), N.A., a national banking association as successor to HURLEY STATE BANK, ZALE DELAWARE, INC., a corporation organized and existing under the laws of the State of Delaware, and ZALE PUERTO RICO, INC., a corporation organized and existing under the laws of Puerto Rico (each a “Party” and collectively the “Parties”).

Zale Corp – EMPLOYMENT SECURITY AGREEMENT (June 9th, 2009)

This Employment Security Agreement (the “Agreement”), dated as of June , 2009, is between Zale Corporation (“Company”) and the undersigned Executive Vice President of Company (“Executive”).

Zale Corp – AMENDMENT NUMBER ONE (June 9th, 2009)

a corporation organized and existing under the laws of Ontario, having its head office at the City of Mississauga, in the Province of Ontario,

Zale Corp – MERCHANT SERVICES AGREEMENT DATED AS OF JULY 10, 2000 BY AND BETWEEN HURLEY STATE BANK, ASSOCIATES FIRST CAPITAL CORPORATION ZALE DELAWARE, INC., And ZALE PUERTO RICO, INC. (March 11th, 2009)

This MERCHANT SERVICES AGREEMENT (“Agreement”) is made as of July 10, 2000 by and between HURLEY STATE BANK, a banking corporation organized and existing under the laws of the State of South Dakota (“Bank”), ZALE DELAWARE, INC., a corporation organized and existing under the laws of the State of Delaware (“Z Del”), and ZALE PUERTO RICO, INC., a corporation organized and existing under the laws of Puerto Rico (“Zale Puerto Rico”); Z Del and Zale Puerto Rico are hereinafter sometimes collectively referred to as “Zale”).

Zale Corp – PRIVATE LABEL CREDIT CARD PROGRAM AGREEMENT (March 11th, 2009)

This Private Label Credit Card Program Agreement (“Agreement”) is entered into as of the 1st day of March, 2007 (“Effective Date”), by and among Citi Commerce Solutions of Canada Ltd., an Ontario corporation, having its principal place of business at One Toronto Street, Suite 1200, Toronto, Ontario M5C 2V6 (“Citi Commerce”), Zale Canada Co., a corporation organized and existing under the laws of Nova Scotia, having its principal place of business for North America at 901 W. Walnut Hill Lane, Irving, Texas, U.S.A. 75038 (“Zale”) for the purposes set forth herein and TXDC, L.P., a limited partnership organized and existing under the laws of the State of Texas, in the United States of America (“TXDC”).

Zale Corp – JOINDER TO CREDIT AGREEMENT (February 18th, 2009)

This Joinder to Credit Agreement (this “Joinder”) is made as of this 2nd day of February, 2009 by and among ZALE PUERTO RICO, INC. (the “New Borrower”), the other Borrowers party hereto (individually, an “Existing Borrower”, and collectively, the “Existing Borrowers”, and together with the New Borrower, individually, a “Borrower” and collectively, the “Borrowers”), and BANK OF AMERICA, N.A., as administrative agent and collateral agent (in such capacity, the “Agent”) for the Lenders party to the Credit Agreement (as defined below), in consideration of the mutual covenants herein contained and benefits to be derived herefrom.

Zale Corp – CONFIDENTIAL SEPARATION AND RELEASE AGREEMENT (February 18th, 2009)

The following document is a Confidential Release Agreement (the “Agreement”) required in order for you to receive severance and other benefits under your Employment Security Agreement dated December 22, 2008 (the “ESA”). Please review the Agreement carefully. If you wish to accept the terms of the Agreement, you must deliver it to Mary Ann Doran, Senior Vice President Human Resources, within 47 days following the Separation Date, as defined in the Agreement. Thus, the Agreement must be delivered to Mary Ann Doran, Senior Vice President Human Resources, by 5:00 p.m. on March 9, 2009.

Zale Corp – JOINDER TO CREDIT AGREEMENT (February 18th, 2009)

This Joinder to Credit Agreement (this “Joinder”) is made as of this 12th day of February, 2009 by and among ZALE CANADA CO. (the “New Borrower”), the other Borrowers party hereto (individually, an “Existing Borrower”, and collectively, the “Existing Borrowers”, and together with the New Borrower, individually, a “Borrower” and collectively, the “Borrowers”), and BANK OF AMERICA, N.A., as administrative agent and collateral agent (in such capacity, the “Agent”) for the Lenders party to the Credit Agreement (as defined below), in consideration of the mutual covenants herein contained and benefits to be derived herefrom.

Zale Corp – JOINDER TO SECURITY AGREEMENT (February 18th, 2009)

This Joinder to Security Agreement (this “Joinder”) is made as of this 12th day of February, 2009 by and between ZALE CANADA CO. (the “New Grantor”) and BANK OF AMERICA, N.A., as successor in interest to Fleet Retail Finance Inc., as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined in the Security Agreement (as defined below)), in consideration of the mutual covenants herein contained and benefits to be derived herefrom.

Zale Corp – JOINDER TO SECURITY AGREEMENT (February 18th, 2009)

This Joinder to Security Agreement (this “Joinder”) is made as of this 2nd day of February, 2009 by and between ZALE PUERTO RICO, INC. (the “New Grantor”) and BANK OF AMERICA, N.A., as successor in interest to Fleet Retail Finance Inc., as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined in the Security Agreement (as defined below)), in consideration of the mutual covenants herein contained and benefits to be derived herefrom.

Zale Corp – SECURITY AGREEMENT (February 18th, 2009)

TO: BANK OF AMERICA, N.A., a national banking association organized under the federal laws of the United States of America, having an office at 100 Federal Street, Floor 9, Boston, Massachusetts 02110, U.S.A., as administrative agent and collateral agent (in such capacity, including its successors and assigns, hereinafter the “Collateral Agent”) for the Secured Parties (as defined herein), in consideration of the mutual covenants contained herein and benefits derived herefrom;