Birks & Mayors Inc. Sample Contracts

Birks Group Inc. – AMENDMENT NO. 1 TO THE CREDIT AGREEMENT (July 3rd, 2018)

THIS AMENDMENT NO. 1 TO THE CREDIT AGREEMENT is made as of June 29, 2018, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”), WELLS FARGO CANADA CORPORATION, a Nova Scotia unlimited company, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”) and BIRKS GROUP INC. and together with each other Person organized under the laws of Canada or a province thereof that joins under the Credit Agreement as a “Borrower” after the Closing Date in accordance with the terms of the Credit Agreement (each, a “Borrower” and all references herein to “Borrower” shall include each such additional Borrower who so joins).

Birks Group Inc. – CREDIT AGREEMENT by and among CRYSTAL FINANCIAL LLC, as Agent, THE LENDERS THAT ARE PARTIES HERETO as the Lenders, and BIRKS GROUP INC., as Borrower Dated as of June 29, 2018 (July 3rd, 2018)

THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of June 29, 2018, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), CRYSTAL FINANCIAL LLC as administrative agent for each member of the Lender Group (in such capacity, together with its successors and assigns in such capacity, “Agent”), BIRKS GROUP INC. and together with each other Person organized under the laws of Canada or a province thereof that joins hereunder as a “Borrower” after the Closing Date in accordance with the terms hereof (each, a “Borrower” and all references herein to “Borrower” shall include each such additional Borrower who so joins).

Birks Group Inc. – EMPLOYMENT AGREEMENT (July 3rd, 2018)

This Agreement is made as of April 2, 2018 by and between Aurélie Pépion (the “Executive”) and Birks Group Inc., a corporation incorporated under the laws of Canada (the “Company”).

Birks Group Inc. – CONSULTING AGREEMENT (July 3rd, 2018)

WHEREAS, Consultant has agreed to perform consulting work for the Company in Strategic Planning, Market and Competitor Intelligence;

Birks Group Inc. – INDEMNITY AGREEMENT (June 23rd, 2017)

In consideration of the premises and the mutual covenants herein contained the parties hereto agree as hereinafter set forth:

Birks Group Inc. – ASSET PURCHASE AGREEMENT (June 30th, 2016)

WHEREAS the Seller wishes to sell certain assets, as described herein, to the Buyer in consideration of the payment of the Purchase Price and assumption of the Assumed Liabilities and Assumed Contracts (each as hereinafter defined) ;

Birks Group Inc. – TERMINATION AGREEMENT (June 30th, 2016)

Montrovest B.V., a company incorporated under the laws of Netherlands, having its head office at Luna ArenA, Herikerbergweg 238, 1101 CM Amsterdam, The Netherlands

Birks Group Inc. – EMPLOYMENT AGREEMENT (June 30th, 2016)

This Agreement shall be effective as of April 30, 2007 by and between Albert Rahm (the “Executive”) and Mayor’s Jewelers, Inc., a Delaware corporation (the “Company”).

Birks Group Inc. – September 16, 2015 PERSONAL AND CONFIDENTIAL 32, Chemin Anwoth Westmount, Québec H3Y 2E7 Dear Jean-Christophe, Re: Amendment to Employment Agreement (June 30th, 2016)

We refer you to your Employment Agreement entered into as of January 4, 2012 as amended (the “Employment Agreement”). We are pleased to inform you that as of October 1, 2015, your annual gross base salary of $700,000 as contained in section 2.1 of the Employment Agreement will be increased to $730,000.

Birks Group Inc. – MANAGEMENT CONSULTING SERVICES AGREEMENT (June 30th, 2016)

MANAGEMENT CONSULTING SERVICES AGREEMENT (this “Agreement”) has been entered into in the City of Montreal, Province of Quebec, as of November 20, 2015

Birks Group Inc. – RENEWED AND AMENDED DISTRIBUTION AGREEMENT (June 26th, 2015)

Birks Group 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”)

Birks Group Inc. – CONSENT AND FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT (June 26th, 2015)

THIS CONSENT AND FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT, dated as of July 25, 2014 (this “Amendment”), by and among (i) MAYOR’S JEWELERS, INC., a Delaware corporation (the “US Borrower”) and BIRKS GROUP INC. – GROUPE BIRKS INC. (formerly known as 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”), (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”), and (vi) BANK OF AMERICA, N.A. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as co-c

Birks Group Inc. – This Loan Offer cancels and supersedes the Loan Offer issued on July 22, 2014 (June 26th, 2015)
Birks Group Inc. – April 18, 2013 PERSONAL AND CONFIDENTIAL 32, Chemin Anwoth Westmount, Québec H3Y 2E7 Dear Jean-Christophe, Re: Incentive Compensation We refer you to your Employment Agreement entered into as of January 4, 2012. Section 2.2 a) thereof states that your target bonus for the annual cash bonus opportunity is 65% of your Base Salary (as this term is defined in the Employment Agreement). (June 26th, 2015)

Upon the recommendation of the Compensation Committee, the directors unanimously agreed at the Board meeting of April 18, 2013 to adjust your variable Incentive Compensation package by (i) modifying the target bonus percentage for your annual cash bonus and (ii) granting you a stock option to purchase 100,000 Class A voting shares of the Company upon terms and conditions that are in accordance with the Company’s Long-term Incentive Plan. This letter is to confirm that the target bonus for the annual cash bonus is modified from 65% to 85% of Base Salary effective as of the date of this letter and that a stock option agreement will be provided to you in relation to the stock option grant.

Birks Group Inc. – This Loan Offer supersedes the Loan offer made on August 14, 2013 (July 25th, 2014)
Birks & Mayors Inc. – SECOND AMENDED AND RESTATED TERM LOAN AND SECURITY AGREEMENT Dated as of August 22, 2013 (September 3rd, 2013)

THIS SECOND AMENDED AND RESTATED TERM LOAN AND SECURITY AGREEMENT (THIS “AGREEMENT”) IS ENTERED INTO AS OF AUGUST 22, 2013, 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”), PATHLIGHT CAPITAL, LLC, AS ADMINISTRATIVE AGENT AND CO-COLLATERAL AGENT (IN ITS INDIVIDUAL CAPACITY, “PATHLIGHT”) AND WELLS FARGO CREDIT, INC., AS CO-COLLATERAL AGENT AND AS DOCUMENTATION AGENT (IN ITS INDIVIDUAL CAPACITY, “WFC”).

Birks & Mayors Inc. – Varilease Finance, Inc. 6340 South 3000 East, Suite 400 Salt Lake City, UT 84121 (September 3rd, 2013)
Birks & Mayors Inc. – BIRKS & MAYORS INC. as Corporation and RHINO 66 LIMITED as Holder CONVERTIBLE DEBENTURE August 23, 2013 STIKEMAN ELLIOTT LLP (September 3rd, 2013)
Birks & Mayors Inc. – BIRKS & MAYORS INC. as Corporation and MONTROVEST B.V. as Holder CONVERTIBLE DEBENTURE August 16, 2013 STIKEMAN ELLIOTT LLP (September 3rd, 2013)
Birks & Mayors Inc. – FIRST AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT (September 3rd, 2013)

THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT, dated as of August 22, 2013 (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”), (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”), and (vi) BANK OF AMERICA, N.A. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as co-collateral agents (the “Co-Collateral Agents”). Capitalized terms use

Birks & Mayors Inc. – RIGHTS CERTIFICATE #: NUMBER OF RIGHTS (May 24th, 2012)

THIS CERTIFIES THAT the registered owner whose name is inscribed hereon is the owner of the number of non-transferable subscription rights (“Rights”) set forth above. The basic subscription privilege of [ ] subscription rights entitles the holder to subscribe for and purchase one (1) Class A voting share, without nominal or par value, of Birks & Mayors Inc., a Canadian corporation (the “Company”), at a subscription price of US$[ ] per share (the “Basic Subscription Privilege”), pursuant to a rights offering (the “Rights Offering”), on the terms and subject to the conditions set forth in the Prospectus and the “Instructions as to Use of Birks & Mayors Inc. Rights Certificates” accompanying this Subscription Rights Certificate. If any Class A voting shares which are available for purchase in the Rights Offering are not purchased by other holders of Rights pursuant to the exercise of their Basic Subscription Privilege (the “Excess Shares”), any Rights holder that exercises its Basic Subsc

Birks & Mayors Inc. – SUBJECT TO COMPLETION, DATED April 27, 2012 CANADIAN OFFERING MEMORANDUM For up to [ ] Class A Voting Shares at US$[ ] per share, issuable upon exercise of [ ] subscription rights. (April 27th, 2012)

This Canadian Offering Memorandum constitutes an offering of the securities described herein only in those jurisdictions and to those persons where and to whom they may be lawfully offered for sale, and therein only by persons permitted to sell such securities in Canada. This Canadian Offering Memorandum is not, and under no circumstances is it to be construed as, a prospectus, an advertisement or a public offering in Canada of the securities referred to in this document. No prospectus has been filed with any securities commission or similar regulatory authority in Canada in connection with the offering of the securities described herein. In addition, no securities commission or similar regulatory authority in Canada has reviewed or in any way passed upon this Canadian Offering Memorandum or the merits of the securities described herein and any representation to the contrary is an offence.

Birks & Mayors Inc. – RIGHTS CERTIFICATE #: NUMBER OF RIGHTS (April 27th, 2012)

THIS CERTIFIES THAT the registered owner whose name is inscribed hereon is the owner of the number of non-transferable subscription rights (“Rights”) set forth above. The basic subscription privilege of [ ] subscription rights entitles the holder to subscribe for and purchase one (1) Class A voting share, without nominal or par value, of Birks & Mayors Inc., a Canadian corporation (the “Company”), at a subscription price of US$[ ] per share (the “Basic Subscription Privilege”), pursuant to a rights offering (the “Rights Offering”), on the terms and subject to the conditions set forth in the Prospectus and the “Instructions as to Use of Birks & Mayors Inc. Rights Certificates” accompanying this Subscription Rights Certificate. If any Class A voting shares which are available for purchase in the Rights Offering are not purchased by other holders of Rights pursuant to the exercise of their Basic Subscription Privilege (the “Excess Shares”), any Rights holder that exercises its Basic Subsc

Birks & Mayors Inc. – EMPLOYMENT AGREEMENT (April 27th, 2012)

This Agreement is made as of January 4, 2012 by and between Jean-Christophe Bédos (the “Executive”) and Birks & Mayors Inc., a corporation incorporated under the laws of Canada (the “Company”).

Birks & Mayors Inc. – 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 June 8, 2011 CERTAIN FINANCIAL INSTITUTIONS, as Lenders, BANK OF AMERICA, N.A., as Administrative Agent, BANK OF AMERICA, N.A. (acting through its Canada branch), as Canadian Agent and BANK OF AMERICA, N.A. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Collateral Agents with MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and WELLS FARGO CAPIT (July 8th, 2011)

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”).

Birks & Mayors Inc. – FIFTH AMENDMENT TO TERM LOAN AND SECURITY AGREEMENT (July 8th, 2011)

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.

Birks & Mayors Inc. – SEVENTH AMENDMENT, CONSENT AND WAIVER TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT (July 8th, 2011)

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.

Birks & Mayors Inc. – AMENDED AND RESTATED CASH ADVANCE AGREEMENT (July 8th, 2011)

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”);

Birks & Mayors Inc. – 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 CERTAIN FINANCIAL INSTITUTIONS, as Lenders, GB MERCHANT PARTNERS, LLC, as Administrative Agent and Co-Collateral Agent WELLS FARGO CREDIT, INC., as Co-Collateral Agent and as Documentation Agent (July 8th, 2011)

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”).

Birks & Mayors Inc. – AMENDED AND RESTATED MANAGEMENT CONSULTING SERVICES AGREEMENT (July 8th, 2011)

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”)

Birks & Mayors Inc. – EMPLOYMENT AGREEMENT (July 8th, 2011)

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”).

Birks & Mayors Inc. – SIXTH AMENDMENT, CONSENT AND WAIVER TO TERM LOAN AND SECURITY AGREEMENT (July 8th, 2011)

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.

Birks & Mayors Inc. – SIXTH AMENDMENT AND CONSENT TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT (July 8th, 2011)

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.

Birks & Mayors Inc. – ADDENDUM TO EMPLOYMENT AGREEMENT (July 8th, 2011)

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”);

Birks & Mayors Inc. – ADDENDUM TO EMPLOYMENT AGREEMENT (July 8th, 2011)

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”);