Mayor's Jewelers, Inc.
14051 N.W. 14(th) Street
Sunrise, Florida 33323
August 16, 2002
Henry Birks & Sons Inc.
1240 Square Phillips
Montreal, Quebec
H3B 3H4
Ladies and Gentlemen:
Reference is made to the Investment Agreement dated July 30,
2002 (the "Investment Agreement"), between Mayor's Jewelers, Inc., a Delaware
corporation (the "Seller"), and Henry Birks & Sons Inc., a Canadian corporation
(the "Purchaser"). Pursuant to Section 8.04 of the Investment Agreement, this
letter (this "Letter") is an instrument in writing, which shall serve to amend
and modify certain definitions, representations and agreements contained in the
Investment Agreement. To the extent there is any conflict between the Investment
Agreement and this Letter with respect to the subject matter hereof, this Letter
shall supersede the Investment Agreement. In all other respects, the Investment
Agreement shall constitute the entire agreement of the parties thereto with
respect to the subject matter thereof.
Within Section 1.01, the definition:
"Credit Agreement" means the Revolving Credit,
Tranche B Loan and Security Agreement entered into between
Mayor's Jewelers, Inc. and Fleet Retail Finance Inc. and Back
Bay Capital Funding LLC, dated as of May 30, 2002.
is replaced with:
"Credit Agreement" means the Revolving Credit,
Tranche B Loan and Security Agreement entered into between
Mayor's Jewelers, Inc. and Fleet Retail Finance Inc. and Back
Bay Capital Funding LLC, dated as of May 30, 2002, and any
refinancing thereof including, without limitation, the
refinancing contemplated by the unexecuted Revolving Credit,
Tranche B Loan and Security Agreement among Mayor's Jewelers,
Inc. and its Domestic Subsidiaries and Fleet Retail Finance
Inc., GMAC Business Credit, LLC and Back Bay Capital Funding
LLC.
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and, the definition:
"Subsidiaries" means Mayor's Jewelers, Inc., a
Florida corporation, American Horological Corporation, a
Florida corporation, JBM Retail Company, Inc., a Delaware
corporation, JBM Venture Co. Inc., a Delaware corporation,
Club Duty Free, a Delaware corporation, Designer Timepieces,
Inc., a Delaware corporation, Ultimate Fine Jewelry and
Watches, Inc., a Delaware corporation, Ultimate Fine Jewelry
International, Inc., a Delaware corporation, UPKE, Inc., a
Delaware corporation, JBM International, Inc., a Delaware
corporation, Jewelry Depot, Inc., a Delaware corporation,
Mayor's Jewelers Intellectual Property Holding Company, a
Delaware corporation, Exclusive Diamonds International, Ltd.,
an Israeli corporation, Regal Diamonds International (T.A.)
Ltd., a Delaware corporation, Jan Bell Marketing/Puerto Rico,
Inc., a Puerto Rico corporation, Mayor's Jewelers Receivables
Holding Company, a Nevada corporation, Maier & Berkele, Inc. a
Georgia corporation, Maier's Jewelers, Inc., a Georgia
Corporation, and any and all corporations, partnerships,
limited liability companies, joint ventures, associations and
other entities controlled by the Seller directly or indirectly
through one or more intermediaries
is replaced with:
"Subsidiaries" means Mayor's Jewelers, Inc., a
Florida corporation, JBM Retail Company, Inc., a Delaware
corporation, JBM Venture Co., Inc., a Delaware corporation,
Mayor's Jewelers Intellectual Property Holding Company, a
Delaware corporation, Exclusive Diamonds International, Ltd.,
an Israeli corporation, Regal Diamonds International (T.A.)
Ltd., an Israeli corporation, Jan Bell Marketing/Puerto Rico,
Inc., a Puerto Rico corporation.
Section 3.14, paragraph (t), clause (i):
(i) abandoned, sold, assigned, or granted any
security interest in or to any item of the Owned Intellectual
Property, Licensed Intellectual Property, Seller IP
Agreements, including, without limitation, failing to perform
or cause to be performed all applicable filings, recordings
and other acts, and pay or caused to be paid all required fees
and taxes, to maintain and protect its interest in such
Intellectual Property,
is replaced with:
(i) abandoned, sold, assigned, or granted any
security interest in or to any item of the Owned Intellectual
Property, Licensed Intellectual Property, Seller IP Agreements
(other than a security interest or a collateral assignment
granted pursuant to the Credit Agreement and any other
document delivered in connection therewith), including,
without limitation, failing to perform or cause to be
performed all applicable filings, recordings and other acts,
and pay or caused
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to be paid all required fees and taxes, to maintain and
protect its interest in such Intellectual Property,
Section 5.07:
SECTION 5.07. Use of Intellectual Property. The
Seller acknowledges that from and after the Closing, the name
"Mayor's Jewelers" and all similar or related names, marks and
logos (all of such names, marks and logos being the "Seller
Marks") shall be owned by the Seller or a Subsidiary, that no
other person shall have any rights in the Seller Marks.
is replaced with:
SECTION 5.07. Use of Intellectual Property. The
Seller acknowledges that from and after the Closing, the name
"Mayor's Jewelers" and all similar or related names, marks and
logos (all of such names, marks and logos being the "Seller
Marks") shall be owned by the Seller or a Subsidiary, that no
other person shall have any rights in the Seller Marks.
Notwithstanding the foregoing, nothing contained herein shall
in any way impair the rights of the Agents and Lenders under
the Credit Agreement and any other document delivered in
connection therewith, to receive a pledge, security interest,
collateral assignment or other transfer of any right in the
Seller Marks, Owned Intellectual Property, Licensed
Intellectual Property or Seller IP Agreement or the rights of
the Seller or any Subsidiary to grant a security interest in,
pledge, collaterally assign or otherwise transfer such rights
to such lender.
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If you agree to these amendments set forth in this Letter, please
indicate your acceptance by signing in the space provided below.
We trust the whole is to your satisfaction, we remain,
Very truly yours,
MAYOR'S JEWELERS, INC.
By:
-----------------------
Name: Marc Weinstein
Title: Senior Vice President,
Chief Operating Officer
Agreed and accepted as of
the date first written above:
HENRY BIRKS & SONS INC.
By:
-----------------------------
Name: Thomas A. Andruskevich
Title: President and
Chief Executive Officer
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