COMMON STOCKWhitehall Jewellers Inc • February 29th, 2000 • Retail-jewelry stores • New York
EXHIBIT 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is entered into effective as of August 10, 2005 (the "Effective Date"), between Whitehall Jewellers, Inc., a Delaware corporation (the "Company"), and Beryl Raff (the...Employment Agreement • August 15th, 2005 • Whitehall Jewellers Inc • Retail-jewelry stores • Illinois
1 EXHIBIT 10.2 WHITEHALL JEWELLERS, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • September 14th, 2000 • Whitehall Jewellers Inc • Retail-jewelry stores • Delaware
Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this "AGREEMENT") is entered into as of June 10, 2005 between Whitehall Jewellers, Inc., a Delaware corporation (the "COMPANY"), and Robert Evans (the "EXECUTIVE"). WHEREAS, the Company...Employment Agreement • June 13th, 2005 • Whitehall Jewellers Inc • Retail-jewelry stores • Illinois
Execution Version SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (the "AGREEMENT"), dated as of October 3, 2005, by and among Whitehall Jewellers, Inc., a Delaware corporation, with headquarters located at 155 N. Wacker Dr., Ste. 500,...Securities Purchase Agreement • October 6th, 2005 • Whitehall Jewellers Inc • Retail-jewelry stores • New York
March 23, 2004Whitehall 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 amongCredit Agreement • October 6th, 2005 • Whitehall Jewellers Inc • Retail-jewelry stores
EXHIBIT 99.1 LASALLE BANK NATIONAL ASSOCIATION 135 SOUTH LASALLE STREET CHICAGO, IL 60603 October 29, 2003 Whitehall Jewellers, Inc. 155 North Wacker Drive, Suite 500 Chicago, Illinois 60606 Attention: John Desjardins Re: Whitehall Jewellers, Inc....Whitehall Jewellers Inc • November 6th, 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.
EC: SLL One Pierrepont Plaza F#2003R01925 Brooklyn, New York 11201Whitehall Jewellers Inc • September 28th, 2004 • Retail-jewelry stores
Execution Version REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of October 3, 2005, by and among Whitehall Jewellers, Inc., a Delaware corporation, with headquarters located at 155 N. Wacker Drive, Suite 500,...Registration Rights Agreement • October 6th, 2005 • Whitehall Jewellers Inc • Retail-jewelry stores • New York
EXHIBIT 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is entered into October 31, 2005, between Whitehall Jewellers, Inc., a Delaware corporation (the "Company"), and Robert L. Baumgardner (the "Executive"). WHEREAS, the...Employment Agreement • November 2nd, 2005 • Whitehall Jewellers Inc • Retail-jewelry stores • Illinois
EXHIBIT 10.4 AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN WHITEHALL JEWELLERS, INC. AND LUCINDA M. BAIER This amendment (the "Amendment") to that certain Employment Agreement between Whitehall Jewellers, Inc., a Delaware corporation (the "Company"), and...Employment Agreement • August 15th, 2005 • Whitehall Jewellers Inc • Retail-jewelry stores
EXHIBIT 4.7 SECOND SUPPLEMENTAL INDENTUREMarks Bros Jewelers Inc • April 28th, 1998 • Retail-jewelry stores
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND GOLD CONSIGNMENT AGREEMENT THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND GOLD CONSIGNMENT AGREEMENT (this "Amendment") is entered into as of the 31st day...Consignment Agreement • January 31st, 2005 • Whitehall Jewellers Inc • Retail-jewelry stores
EXHIBIT 10.7 EXECUTION COPY PRENTICE CAPITAL MANAGEMENT, LP Terms for Treatment of Trade Indebtedness Of Whitehall Jewelers, Inc. This term sheet (the "Term Sheet") is intended to be and constitutes a legally binding commitment or agreement of...Whitehall Jewellers Inc • October 6th, 2005 • Retail-jewelry stores
1 EXHIBIT 10.22 EMPLOYMENT AND SEVERANCE AGREEMENT THIS AGREEMENT is entered into as of the 17th day of March, 1997 by and between Marks Bros. Jewelers, Inc., a Delaware corporation, and Manny A. Brown ("Executive"). W I T N E S S E T H WHEREAS, the...Employment and Severance Agreement • April 30th, 1999 • Whitehall Jewellers Inc • Retail-jewelry stores • Illinois
LASALLE BANK NATIONAL ASSOCIATION 135 SOUTH LASALLE STREET CHICAGO, IL 60603 October 29, 2003Whitehall 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 10.1 SEVERANCE AND RELEASE AGREEMENT THIS SEVERANCE AND RELEASE AGREEMENT is entered into by and among Lynn D. Eisenheim ("Employee"), Whitehall Jewellers, Inc., a Delaware corporation ("Whitehall"), and WH Inc. of Illinois, an Illinois...Severance and Release Agreement • May 24th, 2005 • Whitehall Jewellers Inc • Retail-jewelry stores • Illinois
December 15, 2003Whitehall 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 11 WHITEHALL JEWELLERS, INC. RESTRICTED STOCK AWARD AGREEMENT FOR EXECUTIVE OFFICERS Whitehall Jewellers, Inc, a Delaware corporation (the "Company"), hereby grants to HUGH M. PATINKIN (the "Holder") as of JANUARY 28, 2003 (the "Grant Date"),...Restricted Stock Award Agreement • February 19th, 2003 • Whitehall Jewellers Inc • Retail-jewelry stores • Delaware
EXHIBIT 3 ===================================================================== =========== AMENDED AND RESTATED STOCKHOLDERS RIGHTS AGREEMENT DATED AS OF APRIL 28, 1999Stockholders Rights Agreement • January 12th, 2000 • Whitehall Jewellers Inc • Retail-jewelry stores • Delaware
Common StockPrice Determination Agreement • October 31st, 1996 • Marks Bros Jewelers Inc • Retail-jewelry stores • Illinois
EXHIBIT 4.1 FIRST AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS RIGHTS AGREEMENT This First Amendment, dated as of October 3, 2005 (this "Amendment"), to the Amended and Restated Stockholders Rights Agreement, dated as of April 28, 1999 (the "Rights...Stockholders Rights Agreement • October 6th, 2005 • Whitehall Jewellers Inc • Retail-jewelry stores • Delaware
RECITALSIndemnification Agreement • August 15th, 2005 • Whitehall Jewellers Inc • Retail-jewelry stores • Delaware
HOLTZMAN OPPORTUNITY FUND, L.P. 100 N. Wilkes-Barre Blvd., Fourth Floor Wilkes- Barre, PA 18702 (570) 822-6277 (570) 820-7014 FacsimileWhitehall Jewellers Inc • January 9th, 2006 • Retail-jewelry stores • New York
Exhibit _________ FIFTH AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND GOLD CONSIGNMENT AGREEMENT FIFTH AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND GOLD CONSIGNMENT AGREEMENT dated as of November 13, 1997 (this "Amendment"), by and among (a) MARKS...Loan and Gold Consignment Agreement • April 28th, 1998 • Marks Bros Jewelers Inc • Retail-jewelry stores
EXHIBIT 10.33 SEPARATION AND RELEASE AGREEMENT THIS SEPARATION AND RELEASE AGREEMENT is entered into between Jon H. Browne ("Employee"), and Whitehall Jewellers, Inc., a Delaware corporation ("Whitehall"). WHEREAS, Whitehall and Employee are parties...Separation and Release Agreement • April 15th, 2004 • Whitehall Jewellers Inc • Retail-jewelry stores • Illinois
Executive Officer Form] SEVERANCE AGREEMENT THIS AGREEMENT is entered into as of the ___ day of __________, 1996 by and between Whitehall Jewellers, Inc., a Delaware corporation, and _______________ ("Executive"). W I T N E S S E T H WHEREAS,...Severance Agreement • February 8th, 2000 • Whitehall Jewellers Inc • Retail-jewelry stores • Illinois
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, 2006Agreement 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 EMPLOYEESStock Option Agreement for Employees • April 30th, 2001 • Whitehall Jewellers Inc • Retail-jewelry stores • Delaware
Duff & Phelps Superior Proposal OpinionWhitehall Jewellers Inc • May 16th, 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
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
EXHIBIT 9 WHITEHALL JEWELLERS, INC. NON QUALIFIED STOCK OPTION AGREEMENT Whitehall Jewellers, Inc., a Delaware corporation (the "Company"), hereby grants to HUGH M. PATINKIN (the "Optionee") as of FEBRUARY 7, 2002 (the "Option Date"), pursuant to the...Non Qualified Stock Option Agreement • February 19th, 2003 • Whitehall Jewellers Inc • Retail-jewelry stores • Delaware
EXHIBIT 10.6 WAIVER, CONSENT, AND FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND GOLD CONSIGNMENT AGREEMENT THIS WAIVER, CONSENT, AND FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND GOLD CONSIGNMENT AGREEMENT...Credit and Gold Consignment Agreement • October 6th, 2005 • Whitehall Jewellers Inc • Retail-jewelry stores
