Whitehall Jewellers Inc Sample Contracts

COMMON STOCK
Whitehall Jewellers Inc • February 29th, 2000 • Retail-jewelry stores • New York
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1 EXHIBIT 10.2 WHITEHALL JEWELLERS, INC. INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • September 14th, 2000 • Whitehall Jewellers Inc • Retail-jewelry stores • Delaware
March 23, 2004
Whitehall Jewellers Inc • March 23rd, 2004 • Retail-jewelry stores

Reference is hereby made to that certain Second Amended and Restated Revolving Credit and Gold Consignment Agreement dated as of July 29, 2003 (the "Credit Agreement") by and among Whitehall Jewellers, Inc. a Delaware corporation (the "Borrower"), LaSalle Bank National Association, as administrative agent for the banks ("Banks") party thereto (in such capacity, "Administrative Agent"), the Banks, ABN AMRO Bank N.V., as syndication agent, and JP Morgan Chase Bank, as documentation agent. Terms not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

by and among
Credit Agreement • October 6th, 2005 • Whitehall Jewellers Inc • Retail-jewelry stores
LASALLE BANK NATIONAL ASSOCIATION 135 SOUTH LASALLE STREET CHICAGO, IL 60603 October 29, 2003
Whitehall Jewellers Inc • December 22nd, 2003 • Retail-jewelry stores

Reference is hereby made to that certain Second Amended and Restated Revolving Credit and Gold Consignment Agreement dated as of July 29, 2003 (the "Credit Agreement") by and among Whitehall Jewellers, Inc. a Delaware corporation (the "Borrower"), LaSalle Bank National Association, as administrative agent for the banks ("Banks") party thereto (in such capacity, "Administrative Agent"), the Banks, ABN AMRO Bank N.V., as syndication agent, and JP Morgan Chase Bank, as documentation agent. Terms not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

December 15, 2003
Whitehall Jewellers Inc • December 22nd, 2003 • Retail-jewelry stores

Reference is hereby made to that certain Second Amended and Restated Revolving Credit and Gold Consignment Agreement dated as of July 29, 2003 (the "Credit Agreement") by and among Whitehall Jewellers, Inc. a Delaware corporation (the "Borrower"), LaSalle Bank National Association, as administrative agent for the banks ("Banks") party thereto (in such capacity, "Administrative Agent"), the Banks, ABN AMRO Bank N.V., as syndication agent, and JP Morgan Chase Bank, as documentation agent. Terms not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

EXHIBIT 4.7 SECOND SUPPLEMENTAL INDENTURE
Marks Bros Jewelers Inc • April 28th, 1998 • Retail-jewelry stores
EC: SLL One Pierrepont Plaza F#2003R01925 Brooklyn, New York 11201
Whitehall Jewellers Inc • September 28th, 2004 • Retail-jewelry stores
Common Stock
Price Determination Agreement • October 31st, 1996 • Marks Bros Jewelers Inc • Retail-jewelry stores • Illinois
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RECITALS
Indemnification Agreement • August 15th, 2005 • Whitehall Jewellers Inc • Retail-jewelry stores • Delaware
AGREEMENT AND PLAN OF MERGER by and among WHITEHALL JEWELLERS, INC., PRENTICE CAPITAL MANAGEMENT, LP, HOLTZMAN OPPORTUNITY FUND, L.P. WJ HOLDING CORP. and WJ ACQUISITION CORP. Dated as of February 1, 2006
Agreement and Plan of Merger • April 21st, 2006 • Whitehall Jewellers Inc • Retail-jewelry stores • Delaware

This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of February 1, 2006 (the “Effective Date”), by and among Whitehall Jewellers, Inc., a Delaware corporation (the “Company”), Prentice Capital Management, LP, a Delaware limited partnership (“Parent”), Holtzman Opportunity Fund, L.P. (“Holtzman”) WJ Holding Corp., a Delaware corporation and affiliate of Parent and Holtzman (“Holdco”), and WJ Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Holdco (“Purchaser”).

WITNESSETH:
Revolving Credit and Gold Consignment Agreement • April 8th, 2005 • Whitehall Jewellers Inc • Retail-jewelry stores
WHITEHALL JEWELLERS, INC. INCENTIVE STOCK OPTION AGREEMENT FOR EMPLOYEES
Stock Option Agreement for Employees • April 30th, 2001 • Whitehall Jewellers Inc • Retail-jewelry stores • Delaware
February 1, 2006 To the Board of Directors Whitehall Jewellers, Inc. 155 N. Wacker Drive Chicago, Il 60606 To the Board of Directors:
Whitehall Jewellers Inc • February 28th, 2006 • Retail-jewelry stores

Whitehall Jewellers, Inc. (“Whitehall” or the “Company”) has entered into a Securities Purchase Agreement (“SPA”) with PWJ Lending LLC, PWJ Funding LLC and Holtzman Opportunity Fund, L.P. (“Holtzman”). The transactions contemplated by the Transaction Documents (as defined in the SPA) are hereinafter referred to as the Prentice Transaction. On or about December 2, 2005, Newcastle Partners initiated an unsolicited offer for all the outstanding shares of the Company (“Initial Tender Offer”), and subsequently revised its offer (“Tender Offer”). The Board of Directors engaged Duff & Phelps, LLC (“Duff & Phelps”) as its independent financial advisor in connection with the Tender Offer and any other unsolicited offers that may arise to provide advice regarding whether the Tender Offer and related transactions is more favorable, from a financial point of view, to the Company, its stockholders and creditors, taken as a whole, than the Prentice Transaction (“Superior Proposal”), as outlined in S

WHITEHALL JEWELLERS, INC. (F/K/A/ MARKS BROS. JEWELERS, INC.) INCENTIVE STOCK OPTION AGREEMENT FOR EMPLOYEES
Stock Option Agreement for Employees • April 30th, 2001 • Whitehall Jewellers Inc • Retail-jewelry stores • Delaware
FORM OF WHITEHALL JEWELLERS, INC. RESTRICTED STOCK AWARD AGREEMENT FOR NON- EMPLOYEE DIRECTORS
Whitehall Jewellers Inc • March 9th, 2005 • Retail-jewelry stores • Delaware
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