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Credit and Gold Consignment Agreement
Credit and Gold Consignment Agreement (63K)
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THIRD AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING
CREDIT AND GOLD CONSIGNMENT AGREEMENT
THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND
GOLD CONSIGNMENT AGREEMENT (this "Amendment") is entered into as of the 6th day
of April, 2005 by and among the banks that are or may from time to time become
parties hereto (individually a "Bank" and collectively, the "Banks"), LASALLE
BANK NATIONAL ASSOCIATION, a national banking association, as administrative
agent ("Administrative Agent") . . .
1184917
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ABN AMRO Bank
As referenced in this Credit and Gold Consignment Agreement:
ABN AMRO BANK N.V., – from time to time become
parties hereto (individually a "Bank" and collectively, the "Banks"), LASALLE
BANK NATIONAL ASSOCIATION, a national banking association, as administrative
agent ("Administrative Agent") and collateral agent, ABN AMRO BANK N.V., as
syndication agent, JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as documentation
agent, BACK BAY CAPITAL FUNDING LLC ("Back Bay"), as an Accommodation Bank, and
WHITEHALL JEWELLERS, INC., a Delaware corporation ( _____________
ABN AMRO Bank N.V.
– BY
DECLARATION OR OTHERWISE, PROCEED TO ENFORCE THE PAYMENT THEREOF OR ANY OTHER
LEGAL OR EQUITABLE RIGHT OF AGENTS AND BANKS."
3. Assignments. Effective as of April 6, 2005, (i) ABN AMRO Bank N.V.
is selling and assigning to LaSalle a $1,875,000 interest in and to the rights,
benefits, indemnities and obligations of ABN AMRO Bank N.V. under the Agreement
_____________
ABN AMRO Bank N.V. – April 6, 2005, (i) ABN AMRO Bank N.V.
is selling and assigning to LaSalle a $1,875,000 interest in and to the rights,
benefits, indemnities and obligations of ABN AMRO Bank N.V. under the Agreement
equaling one and one half percent (1.5%) of the Total Revolver Commitment, (ii)
JPMorgan Chase Bank, N.A. is selling and assigning to LaSalle a $1, _____________
ABN AMRO BANK N.V., – Robert Barnhard
Title: Senior Vice President, Group Head
JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION, individually and as
Documentation Agent
By: /s/ Irene B. Spector
------------------------------------
Name: Irene B. Spector
Title: Vice President
ABN AMRO BANK N.V., individually and
as Syndication Agent
By: /s/ Jeffrey Sarfaty
------------------------------------
Name: Jeffrey Sarfaty
Title: Vice President
By: /s/ Frederick G. Jennings
------------------------------------
Name: Frederick Jennings
Title: Vice President
<PAGE>
( _____________
dt 1471157
;
Whitehall
As referenced in this Credit and Gold Consignment Agreement:
WHITEHALL JEWELLERS, INC. – collateral agent, ABN AMRO BANK N.V., as
syndication agent, JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as documentation
agent, BACK BAY CAPITAL FUNDING LLC ("Back Bay"), as an Accommodation Bank, and
WHITEHALL JEWELLERS, INC. , a Delaware corporation (the "Borrower").
WITNESSETH:
WHEREAS, the Agents (as defined in the Agreement), the Banks and the
Borrower are parties to that certain Second Amended and Restated Revolving
_____________
WHITEHALL JEWELLERS, INC. – IN WITNESS WHEREOF, the parties hereto have duly executed this Third
Amendment to Second Amended and Restated Revolving Credit and Gold Consignment
Agreement as of the date first above written.
WHITEHALL JEWELLERS, INC.
By: /s/ John R. Desjardins
------------------------------------
Name: John R. Desjardins
Title: Chief Financial Officer
LASALLE BANK NATIONAL
ASSOCIATION, for itself as a Bank and an
Accommodation Bank and as
Administrative _____________
dt 1455943
;
|
American Express
As referenced in this Credit and Gold Consignment Agreement:
AMERICAN EXPRESS CO. – 30, 2005 90%
DECEMBER 31, 2005 AND THEREAFTER 88%
</TABLE>
ELIGIBLE CREDIT CARD RECEIVABLES. ACCOUNTS RECEIVABLE DUE TO THE BORROWER
ON A NON RECOURSE BASIS FROM VISA, MASTERCARD, AMERICAN EXPRESS CO. ,
DISCOVERCARD, DINERS
2
<PAGE>
CLUB, AND OTHER MAJOR CREDIT CARD PROCESSORS, OR FROM DEBIT CARD AND TELECHECK,
IN EACH CASE ACCEPTABLE TO THE ADMINISTRATIVE AGENT, AS ARISE _____________
AMERICAN EXPRESS CO. – BORROWING BASE AND THE REVOLVING LOAN BORROWING BASE. WITHOUT
LIMITING THE FOREGOING, NONE OF THE FOLLOWING SHALL BE DEEMED TO BE ELIGIBLE
CREDIT CARD RECEIVABLES:
(a) ACCOUNTS FROM VISA, MASTERCARD, AMERICAN EXPRESS CO. , DISCOVERCARD,
DINERS CLUB, AND OTHER MAJOR CREDIT CARD PROCESSORS THAT REMAIN OUTSTANDING PAST
FIVE (5) BUSINESS DAYS FROM THE DATE OF SALE;
(b) ACCOUNTS WITH RESPECT TO WHICH THE _____________
dt 1419840
;
JPMorgan Chase
As referenced in this Credit and Gold Consignment Agreement:
JPMORGAN CHASE BANK, – a "Bank" and collectively, the "Banks"), LASALLE
BANK NATIONAL ASSOCIATION, a national banking association, as administrative
agent ("Administrative Agent") and collateral agent, ABN AMRO BANK N.V., as
syndication agent, JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as documentation
agent, BACK BAY CAPITAL FUNDING LLC ("Back Bay"), as an Accommodation Bank, and
WHITEHALL JEWELLERS, INC., a Delaware corporation (the "Borrower").
WITNESSETH:
WHEREAS, the Agents ( _____________
JPMorgan Chase Bank, – to the rights,
benefits, indemnities and obligations of ABN AMRO Bank N.V. under the Agreement
equaling one and one half percent (1.5%) of the Total Revolver Commitment, (ii)
JPMorgan Chase Bank, N.A. is selling and assigning to LaSalle a $1,875,000
interest in and to the rights, benefits, indemnities and obligations of JPMorgan
Chase Bank, N.A. under _____________
JPMorgan
Chase Bank, – Total Revolver Commitment, (ii)
JPMorgan Chase Bank, N.A. is selling and assigning to LaSalle a $1,875,000
interest in and to the rights, benefits, indemnities and obligations of JPMorgan
Chase Bank, N.A. under the Agreement equaling one and one half percent (1.5%) of
the Total Revolver Commitment, (iii) Fleet Retail Group, Inc. is selling and
assigning to LaSalle _____________
JPMORGAN CHASE BANK, – ASSOCIATION, for itself as a Bank and an
Accommodation Bank and as
Administrative Agent for the Banks
By: /s/ Robert Barnhard
------------------------------------
Name: Robert Barnhard
Title: Senior Vice President, Group Head
JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION, individually and as
Documentation Agent
By: /s/ Irene B. Spector
------------------------------------
Name: Irene B. Spector
Title: Vice President
ABN AMRO BANK N.V., individually and
as Syndication Agent
_____________
dt 1406463
|
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Credit and Gold Consignment Agreement
Credit and Gold Consignment Agreement (17K)
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<DESCRIPTION>SECOND AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND GOLD CONSIGNMENT AGREEMENT
<TEXT>
<PAGE>
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 of January, 2005 by and among the banks that are or . . .
1184930
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ABN AMRO Bank
As referenced in this Credit and Gold Consignment Agreement:
ABN AMRO
BANK N.V., – from time to time
become parties hereto (individually a "Bank" and collectively, the "Banks"),
LASALLE BANK NATIONAL ASSOCIATION, a national banking association, as
administrative agent ("Administrative Agent") and collateral agent, ABN AMRO
BANK N.V., as syndication agent, JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as
documentation agent, and WHITEHALL JEWELLERS, INC., a Delaware corporation (the
"Borrower").
W I T N E S S E T _____________
ABN AMRO BANK N.V., – Barnhard
--------------------------------------
Name: Robert Barnhard
------------------------------------
Title: Senior Vice President - Group Head
-----------------------------------
JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION, individually
and as Documentation Agent
By: /s/ Michael Stevenson
--------------------------------------
Name: Michael Stevenson
------------------------------------
Title: Vice President
-----------------------------------
ABN AMRO BANK N.V., individually and
as Syndication Agent
By: /s/ Jeffrey Sarfaty
--------------------------------------
Name: Jeffrey Sarfaty
------------------------------------
Title: Vice President
-----------------------------------
By: /s/ Frederick G. Jennings
--------------------------------------
Name: Frederick G. Jennings
------------------------------------
Title: Vice President
-----------------------------------
<PAGE& _____________
dt 1471158
;
Whitehall
As referenced in this Credit and Gold Consignment Agreement:
WHITEHALL JEWELLERS, INC. – ASSOCIATION, a national banking association, as
administrative agent ("Administrative Agent") and collateral agent, ABN AMRO
BANK N.V., as syndication agent, JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as
documentation agent, and WHITEHALL JEWELLERS, INC. , a Delaware corporation (the
"Borrower").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Agents (as defined in the Agreement), the Banks and the
Borrower are _____________
WHITEHALL JEWELLERS, INC. – IN WITNESS WHEREOF, the parties hereto have duly executed this Second
Amendment to Second Amended and Restated Revolving Credit and Gold Consignment
Agreement as of the date first above written.
WHITEHALL JEWELLERS, INC.
By: /s/ John R. Desjardins
--------------------------------------
Name: John R. Desjardins
------------------------------------
Title: Executive Vice President
-----------------------------------
LASALLE BANK NATIONAL
ASSOCIATION, for itself and as
Administrative Agent for the Banks
By: /s/ Robert _____________
dt 1455944
;
|
JPMorgan Chase
As referenced in this Credit and Gold Consignment Agreement:
JPMORGAN CHASE BANK, – a "Bank" and collectively, the "Banks"),
LASALLE BANK NATIONAL ASSOCIATION, a national banking association, as
administrative agent ("Administrative Agent") and collateral agent, ABN AMRO
BANK N.V., as syndication agent, JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as
documentation agent, and WHITEHALL JEWELLERS, INC., a Delaware corporation (the
"Borrower").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Agents (as defined _____________
JPMORGAN CHASE BANK, – Title: Executive Vice President
-----------------------------------
LASALLE BANK NATIONAL
ASSOCIATION, for itself and as
Administrative Agent for the Banks
By: /s/ Robert Barnhard
--------------------------------------
Name: Robert Barnhard
------------------------------------
Title: Senior Vice President - Group Head
-----------------------------------
JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION, individually
and as Documentation Agent
By: /s/ Michael Stevenson
--------------------------------------
Name: Michael Stevenson
------------------------------------
Title: Vice President
-----------------------------------
ABN AMRO BANK N.V., individually and
as Syndication Agent
By: /s/ _____________
dt 1406464
|
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Credit and Gold Consignment Agreement
Credit and Gold Consignment Agreement (20K)
Doc #1184960: Click preview link for longer preview.
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING
CREDIT AND GOLD CONSIGNMENT AGREEMENT
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT
AND GOLD CONSIGNMENT AGREEMENT (this "Amendment") is entered into as of the 23rd
day of March, 2004 by and among the banks that are or may from time to time
become parties hereto (individually a "Bank" and collectively, the "Banks"),
LASALLE BANK NATIONAL ASSOCIATION, a national banking association, as
administrative agent ("Administrative . . .
1184960
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ABN AMRO Bank
As referenced in this Credit and Gold Consignment Agreement:
ABN AMRO
BANK N.V., – from time to time
become parties hereto (individually a "Bank" and collectively, the "Banks"),
LASALLE BANK NATIONAL ASSOCIATION, a national banking association, as
administrative agent ("Administrative Agent") and collateral agent, ABN AMRO
BANK N.V., as syndication agent, JPMORGAN CHASE BANK, as documentation agent,
and WHITEHALL JEWELLERS, INC., a Delaware corporation (the "Borrower").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, _____________
ABN AMRO BANK N.V., – Banks
By: /s/ Bernardo Lacayo
-----------------------------------
Name: Bernardo Lacayo
---------------------------------
Title: First Vice President
--------------------------------
JPMORGAN CHASE BANK, individually and
as Documentation Agent
By: /s/ Michael Stevenson
-----------------------------------
Name: Michael Stevenson
---------------------------------
Title: Vice President
--------------------------------
ABN AMRO BANK N.V., individually and as
Syndication Agent
By: /s/ Jeff Sarfaty
-----------------------------------
Name: Jeff Sarfaty
---------------------------------
Title: Vice President
--------------------------------
By: /s/ Frederick G. Jennings
-----------------------------------
Name: Frederick G. Jennings
---------------------------------
Title: Vice President
--------------------------------
<PAGE& _____________
dt 1471159
;
Whitehall
As referenced in this Credit and Gold Consignment Agreement:
WHITEHALL JEWELLERS, INC. – BANK NATIONAL ASSOCIATION, a national banking association, as
administrative agent ("Administrative Agent") and collateral agent, ABN AMRO
BANK N.V., as syndication agent, JPMORGAN CHASE BANK, as documentation agent,
and WHITEHALL JEWELLERS, INC. , a Delaware corporation (the "Borrower").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Agents (as defined in the Agreement), the Banks and the
Borrower are _____________
WHITEHALL JEWELLERS, INC. – IN WITNESS WHEREOF, the parties hereto have duly executed this First
Amendment to Second Amended and Restated Revolving Credit and Gold Consignment
Agreement as of the date first above written.
WHITEHALL JEWELLERS, INC.
By: /s/ John R. Desjardins
-------------------------------
Name: John R. Desjardins
-----------------------------
Title: Executive Vice President and
----------------------------
Chief Financial Officer
----------------------------
LASALLE BANK NATIONAL ASSOCIATION, for
itself and as Administrative Agent for
the _____________
dt 1455948
;
|
JPMorgan Chase
As referenced in this Credit and Gold Consignment Agreement:
JPMORGAN CHASE BANK, – a "Bank" and collectively, the "Banks"),
LASALLE BANK NATIONAL ASSOCIATION, a national banking association, as
administrative agent ("Administrative Agent") and collateral agent, ABN AMRO
BANK N.V., as syndication agent, JPMORGAN CHASE BANK, as documentation agent,
and WHITEHALL JEWELLERS, INC., a Delaware corporation (the "Borrower").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Agents (as defined in the _____________
JPMORGAN CHASE BANK, – Vice President and
----------------------------
Chief Financial Officer
----------------------------
LASALLE BANK NATIONAL ASSOCIATION, for
itself and as Administrative Agent for
the Banks
By: /s/ Bernardo Lacayo
-----------------------------------
Name: Bernardo Lacayo
---------------------------------
Title: First Vice President
--------------------------------
JPMORGAN CHASE BANK, individually and
as Documentation Agent
By: /s/ Michael Stevenson
-----------------------------------
Name: Michael Stevenson
---------------------------------
Title: Vice President
--------------------------------
ABN AMRO BANK N.V., individually and as
Syndication Agent
By: /s/ Jeff Sarfaty
-----------------------------------
_____________
dt 1406465
|
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FOURTH AMENDMENT TO AMENDED AND RESTATED
REVOLVING CREDIT, TERM LOAN AND
GOLD CONSIGNMENT AGREEMENT
Fourth Amendment dated as of June 26, 2000 (the "Amendment") amending
that certain Amended and Restated Revolving Credit, Term Loan and Gold
Consignment Agreement dated as of September 10, 1998 (as amended and in effect
from time to time, the "Credit Agreement"), by and among (a) Whitehall
Jewellers, Inc. (f/k/a Marks Bros. Jewelers, Inc.), a Delaware corporation (the
" . . .
1185148
|
ABN AMRO Bank
As referenced in this Gold Consignment Agreement:
ABN AMRO Bank N.V. – a) Whitehall
Jewellers, Inc. (f/k/a Marks Bros. Jewelers, Inc.), a Delaware corporation (the
"Borrower"); (b) Fleet Capital Corporation, LaSalle Bank National Association
(f/k/a LaSalle National Bank), ABN AMRO Bank N.V. and the other lending
institutions which are now parties thereto (collectively, the "Banks"); and (c)
Fleet Capital Corporation, as Collateral Agent, Administrative Agent and
Syndication Agent for the Agents as _____________
ABN AMRO Bank N.V., – the "Banks"); and (c)
Fleet Capital Corporation, as Collateral Agent, Administrative Agent and
Syndication Agent for the Agents as herein defined and the Banks and LaSalle
Bank National Association and ABN AMRO Bank N.V., each as Syndication Agent for
the Agents and the Banks (the Collateral Agent, Administrative Agent and
Syndication Agents are collectively referred to as the "Agents"). Capitalized
terms used herein _____________
ABN AMRO BANK N.V., – FLEET CAPITAL CORPORATION,
individually and as Administrative Agent, as
Collateral Agent and as Syndication Agent
By:
-------------------------------------------
Name:
Title:
LASALLE BANK NATIONAL ASSOCIATION,
individually and as Syndication Agent
By:
-------------------------------------------
Name:
Title:
ABN AMRO BANK N.V., individually and as
Syndication Agent
By:
-------------------------------------------
Name:
Title:
By:
-------------------------------------------
Name:
Title:
<PAGE> 8
THE CHASE MANHATTAN BANK
By:
-------------------------------------------
Name:
Title:
BANK OF AMERICA, N.A.
By:
-------------------------------------------
Name:
_____________
dt 1471160
;
Whitehall
As referenced in this Gold Consignment Agreement:
Whitehall
Jewellers, Inc. – Revolving Credit, Term Loan and Gold
Consignment Agreement dated as of September 10, 1998 (as amended and in effect
from time to time, the "Credit Agreement"), by and among (a) Whitehall
Jewellers, Inc. (f/k/a Marks Bros. Jewelers, Inc.), a Delaware corporation (the
"Borrower"); (b) Fleet Capital Corporation, LaSalle Bank National Association
(f/k/a LaSalle National Bank), ABN AMRO Bank _____________
WHITEHALL JEWELLERS, INC. – PAGE IS INTENTIONALLY BLANK]
<PAGE> 7
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
a document under seal as of the date first above written.
WHITEHALL JEWELLERS, INC. (f/k/a Marks
Bros. Jewelers, Inc.)
By:
-------------------------------------------
Name:
Title:
FLEET CAPITAL CORPORATION,
individually and as Administrative Agent, as
Collateral Agent and as Syndication Agent
By:
-------------------------------------------
Name:
Title:
LASALLE _____________
dt 1455950
;
BofA
As referenced in this Gold Consignment Agreement:
BANK OF AMERICA, N.A. – By:
-------------------------------------------
Name:
Title:
ABN AMRO BANK N.V., individually and as
Syndication Agent
By:
-------------------------------------------
Name:
Title:
By:
-------------------------------------------
Name:
Title:
<PAGE> 8
THE CHASE MANHATTAN BANK
By:
-------------------------------------------
Name:
Title:
BANK OF AMERICA, N.A.
By:
-------------------------------------------
Name:
Title:
SOVEREIGN BANK NEW ENGLAND
By:
-------------------------------------------
Name:
Title:
</TEXT>
</DOCUMENT>
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