THIRD AMENDMENT TO REVOLVING CREDIT, TRANCHE B LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 18th, 2007 • Birks & Mayors Inc. • Retail-jewelry stores • New York
THIRD AMENDMENT TO REVOLVING CREDIT, TRANCHE B LOAN AND SECURITY AGREEMENT, dated as of December 5, 2006 (this “Amendment”), by and among (i) MAYOR’S JEWELERS, INC., a Delaware corporation (the “U.S. Borrower”) and BIRKS & MAYORS INC. (f/k/a Henry Birks & Sons Inc.), a Canadian corporation (the “Canadian Borrower” and, together with the U.S. Borrower, the “Borrowers”), (ii) the lenders party to the Credit Agreement referred to below (collectively, the “Lenders”), (iii) BANK OF AMERICA, N.A., in its capacity as administrative agent (the “Administrative Agent”), and (iv) BANK OF AMERICA, N.A. (acting through its Canada Branch), as Canadian agent (the “Canadian Agent”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Credit Agreement referred to below.
MODIFICATION AGREEMENTModification Agreement • June 18th, 2007 • Birks & Mayors Inc. • Retail-jewelry stores • New York
THIS MODIFICATION AGREEMENT dated as of March 31, 2007 (this “Agreement”) of the Credit Agreement, the Stock Pledge Agreement and the Canadian Pledge Agreement, each as defined below, is by and among MAYOR’S JEWELERS, INC., a Delaware corporation (the “U.S. Borrower”), BIRKS & MAYORS INC. (f/k/a Henry Birks & Sons Inc.), a Canadian corporation (the “Canadian Borrower”, and together with the U.S. Borrower, the “Borrowers”), the other Subsidiaries of the Borrowers parties to the Credit Agreement (the “Guarantors”), BANK OF AMERICA, N.A., a national banking association, as administrative agent (hereinafter, in such capacity, the “Administrative Agent”) for itself and the other U.S. lending institutions (hereinafter, collectively, the “U.S. Lenders”), which are or may become parties thereto, BANK OF AMERICA, N.A. (acting through its Canada branch), a national banking association, as Canadian agent (hereinafter, in such capacity, the “Canadian Agent”, and together with the Administrative Ag
FIRST AMENDMENT TO REVOLVING CREDIT, TRANCHE B LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 18th, 2007 • Birks & Mayors Inc. • Retail-jewelry stores • New York
FIRST AMENDMENT TO REVOLVING CREDIT, TRANCHE B LOAN AND SECURITY AGREEMENT, dated as of November 9, 2006 (this “Amendment”), by and among (i) MAYOR’S JEWELERS, INC., a Delaware corporation (the “U.S. Borrower”) and BIRKS & MAYORS INC. (f/k/a Henry Birks & Sons Inc.), a Canadian corporation (the “Canadian Borrower” and, together with the U.S. Borrower, the “Borrowers”), (ii) the lenders party to the Credit Agreement referred to below (collectively, the “Lenders”), (iii) BANK OF AMERICA, N.A., in its capacity as administrative agent (the “Administrative Agent”), and (iv) BANK OF AMERICA, N.A. (acting through its Canada Branch), as Canadian agent (the “Canadian Agent”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Credit Agreement referred to below.
FORM OF BIRKS & MAYORS INC. STOCK APPRECIATION RIGHTS AGREEMENTStock Appreciation Rights Agreement • June 18th, 2007 • Birks & Mayors Inc. • Retail-jewelry stores
This Stock Appreciation Rights Agreement (the “Agreement”), effective as of (the “Date of Grant”) is made by and between Birks & Mayors Inc., a Canadian corporation (the “Company”), and (the “Grantee”).
WAIVER AND SECOND AMENDMENT TO REVOLVING CREDIT, TRANCHE B LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 18th, 2007 • Birks & Mayors Inc. • Retail-jewelry stores • New York
WAIVER AND SECOND AMENDMENT TO REVOLVING CREDIT, TRANCHE B LOAN AND SECURITY AGREEMENT, dated as of November 9, 2006 (this “Amendment”), by and among (i) MAYOR’S JEWELERS, INC., a Delaware corporation (the “U.S. Borrower”) and BIRKS & MAYORS INC. (f/k/a Henry Birks & Sons Inc.), a Canadian corporation (the “Canadian Borrower” and, together with the U.S. Borrower, the “Borrowers”), (ii) the lenders party to the Credit Agreement referred to below (collectively, the “Lenders”), (iii) BANK OF AMERICA, N.A., in its capacity as administrative agent (the “Administrative Agent”), and (iv) BANK OF AMERICA, N.A. (acting through its Canada Branch), as Canadian agent (the “Canadian Agent”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Credit Agreement referred to below
