BIRKS & MAYORS INC. (Form: 20-F, Received: 07/08/2011 16:06:07)

Waiver of Early Termination Fees

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

¨	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 26, 2011

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

¨	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

For the transition period from to

Commission file number: 001-32635

BIRKS & MAYORS INC.

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant's name into English)

Canada

(Jurisdiction of incorporation or organization)

1240 Phillips Square

Montreal Québec

Canada

H3B 3H4

(Address of principal executive offices)

Michael Rabinovitch, 954-590-9462 (telephone), 954-590-9062 (facsimile)

5870 North Hiatus Road

Tamarac, Florida 33321

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:


Title of each class		Name of each exchange on which registered
Class A Voting Shares, without nominal or par value		NYSE Amex LLC

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None.

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None.

The number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the Annual Report was:


3,672,407				Class A Voting Shares, without nominal or par value
7,717,970				Class B Multiple Voting Shares, without nominal or par value
0				Series A Preferred Shares, without nominal or par value, issuable in series

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨ Yes x No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ¨ Yes x No

Note: Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ¨ Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:


U.S. GAAP x		International Financial Reporting Standards as issued by the International Accounting Standards Board ¨ Other ¨

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: Item 17 ¨ Item 18 ¨

If this is an Annual Report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes x No

TABLE OF CONTENTS


			Page
Part I

	Item 1.	Identity of Directors, Senior Management and Advisers		2

	Item 2.	Offer Statistics and Expected Timetable		2

	Item 3.	Key Information		2

	Item 4.	Information on the Company		11

	Item 4A.	Unresolved Staff Comments		19

	Item 5.	Operating and Financial Review and Prospects		20

	Item 6.	Directors, Senior Management and Employees		32

	Item 7.	Major Shareholders and Related Party Transactions		42

	Item 8.	Financial Information		45

	Item 9.	The Offer and Listing		46

	Item 10.	Additional Information		47

	Item 11.	Quantitative and Qualitative Disclosures About Market Risk		55

	Item 12.	Description of Securities Other than Equity Securities		56

Part II

	Item 13.	Defaults, Dividend Arrearages and Delinquencies		56

	Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds		56

	Item 15.	Controls and Procedures		56

	Item 16A.	Audit Committee Financial Expert		57

	Item 16B.	Code of Ethics		58

	Item 16C.	Principal Accountant Fees and Services		58

	Item 16D.	Exemptions from the Listing Standards for Audit Committees		58

	Item 16E.	Purchases of Equity Securities by the Issuer and Affiliated Purchasers		58

	Item 16F.	Change in Registrant’s Certifying Accountant		59

	Item 16G.	Corporate Governance		59

Part III

	Item 17.	Financial Statements		67

	Item 18.	Financial Statements		67

	Item 19.	Exhibits		60

INTRODUCTION

References

Unless the context otherwise requires, the terms “Birks & Mayors,” “the Company,” “we,” “us,” and “our” are used in this Annual Report to refer to Birks & Mayors Inc., a Canadian corporation, and its subsidiaries on a consolidated basis. In addition, the term “Mayors” refers to Mayor’s Jewelers, Inc., a Delaware corporation, and its wholly-owned subsidiary, Mayor’s Jewelers of Florida, Inc., a Florida corporation, and “the merger” refers to the merger of Mayors with a wholly-owned subsidiary of the Company, as approved by the stockholders on November 14, 2005. The term “Birks” refers to Henry Birks & Sons Inc., the legal name of Birks & Mayors prior to the merger.

Presentation of Financial and Other Information

The consolidated financial statements of Birks & Mayors contained in this Annual Report are reported in United States (“U.S.”) dollars and have been prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. Unless otherwise indicated, all monetary references herein are denominated in U.S. dollars; references to “dollars” or “$” are to U.S. dollars and references to “Cdn$” or “Canadian dollars” are to Canadian dollars.

Throughout this Annual Report, we refer to our fiscal year ending March 31, 2012 as fiscal 2012 and our fiscal years ended March 26, 2011, March 27, 2010, and March 28, 2009, as fiscal 2011, fiscal 2010 and fiscal 2009, respectively. Our fiscal year ends on the last Saturday in March of each year. The fiscal years ended March 26, 2011, March 27, 2010, and March 28, 2009 consisted of 52 weeks, reported in four thirteen-week periods.

Forward-Looking Information

This Annual Report and other written reports and releases and oral statements made from time to time by the Company contain forward-looking statements which can be identified by their use of words like “plans,” “expects,” “believes,” “will,” “anticipates,” “intends,” “projects,” “estimates,” “could,” “would,” “may,” “planned,” “goal,” and other words of similar meaning. All statements that address expectations, possibilities or projections about the future, including, without limitation, statements about our strategies for growth, expansion plans, sources or adequacy of capital, expenditures and financial results are forward-looking statements.

One must carefully consider such statements and understand that many factors could cause actual results to differ from the forward-looking statements, such as inaccurate assumptions and other risks and uncertainties, some known and some unknown. No forward-looking statement is guaranteed and actual results may vary materially. Such statements are made as of the date provided, and we assume no obligation to update any forward-looking statements to reflect future developments or circumstances.

One should carefully evaluate such statements by referring to the factors described in our filings with the Securities and Exchange Commission (“SEC”), especially on Forms 20-F and 6-K. Particular review is to be made of Items 3, 4 and 5 of this Form 20-F where we discuss in more detail various important risks and uncertainties that could cause actual results to differ from expected or historical results. All written or oral forward-looking statements attributable to us are expressly qualified in their entirety by these cautionary statements. Since it is not possible to predict or identify all such factors, the identified items are not a complete statement of all risks or uncertainties.

PART I

Item 1.

Identity of Directors, Senior Management and Advisers

Not applicable.

Item 2.

Offer Statistics and Expected Timetable

Not applicable.

Item 3.

Key Information

Selected Financial Data

The following financial data as of March 26, 2011 and March 27, 2010 and for each of the years ended March 26, 2011, March 27, 2010 and March 28, 2009 have been derived from our audited consolidated financial statements, which are included elsewhere in this Annual Report. The following financial data as of March 28, 2009, March 29, 2008 and March 31, 2007 and for each of the years ended March 29, 2008 and March 31, 2007 have been derived from our audited consolidated financial statements not included in this Annual Report. The historical results included below and elsewhere in this Annual Report are not necessarily indicative of our future performance.

The data presented below is only a summary and should be read in conjunction with our audited financial statements, including the notes thereto, included elsewhere in this Annual Report. You should also read the following summary data in conjunction with Item 5, “Operating and Financial Review and Prospects” included elsewhere in this Annual Report.

Income Statement Data:


	Fiscal Year Ended
	March 26, 2011			March 27, 2010			March 28, 2009			March 29, 2008(2)			March 31, 2007
	(In thousands, except per share data)
Net sales	$	270,948		$	255,057		$	270,896		$	314,745		$	294,282
Cost of sales		154,853			150,606			155,297			168,270			152,002

Gross profit		116,095			104,451			115,599			146,475			142,280
Selling, general and administrative expenses		107,231			106,252			113,990			128,306			115,457
Impairment of goodwill and long-lived assets(1)		—			1,353			13,555			—			—
Depreciation and amortization		5,267			5,192			6,212			6,876			6,438

Total operating expenses		112,498			112,797			133,757			135,182			121,895
Operating income (loss)		3,597			(8,346	)		(18,158	)		11,293			20,385
Interest and other financial costs		11,319			11,127			9,967			10,655			10,078

(Loss) income before income taxes		(7,722	)		(19,473	)		(28,125	)		638			10,307
Income tax expense (benefit)		24			(2	)		32,854			(9,795	)		(2,816	)

Net (loss) income attributable to common shareholders	$	(7,746	)	$	(19,471	)	$	(60,979	)	$	10,433		$	13,123

Net (loss) income per common share	$	(0.68	)	$	(1.71	)	$	(5.38	)	$	0.93		$	1.17
Net (loss) income per common share—diluted	$	(0.68	)	$	(1.71	)	$	(5.38	)	$	0.89		$	1.11
Weighted average common shares outstanding		11,390			11,390			11,339			11,263			11,213
Weighted average common shares outstanding—diluted		11,390			11,390			11,339			11,720			11,788
Dividends per share		—			—			—			—			—

Balance Sheet Data:


	As of March 26, 2011		As of March 27, 2010		As of March 28, 2009		As of March 29, 2008		As of March 31, 2007
	(In thousands)
Working capital(3)	$	32,093	$	39,230	$	46,956	$	36,677	$	29,971
Total assets	$	184,323	$	191,734	$	206,131	$	291,848	$	252,516
Bank indebtedness	$	61,928	$	64,520	$	85,777	$	120,131	$	109,187
Long-term debt (including current portion)	$	50,315	$	53,724	$	47,632	$	27,298	$	17,902
Stockholders’ equity	$	11,340	$	18,387	$	34,968	$	92,872	$	81,497
Common Stock:
Value	$	60,895	$	60,895	$	60,895	$	60,813	$	60,569
Shares		11,391		11,390		11,390		11,280		11,234
Preferred Stock:
Value	$	—	$	—	$	—	$	—	$	—
Shares		—		—		—		—		—

(1)

Impairment of goodwill and other assets for fiscal 2010 includes the recognition of a $1.4 million non-cash impairment charge resulting from the impairment of long-lived assets at certain of our retail locations and assets held for sale related to our Rhode Island manufacturing facility. Impairment of goodwill and long-lived assets for fiscal 2009 includes the impact of an $11.2 million non-cash impairment charge due to management’s determination that goodwill was fully impaired and the recognition of a $2.3 million non-cash impairment charge resulting from the impairment of long-lived assets at certain of our retail locations and our Rhode Island manufacturing facility.

(2)	In November 2007, we acquired two Brinkhaus locations for which results of operations are only included in the above table from the acquisition date.

(3)	Working capital represents current assets less current liabilities.

Dividends and Dividend Policy

We have not paid dividends since 1998 and do not currently intend to pay dividends on our Class A voting shares or Class B multiple voting shares in the foreseeable future. Our ability to pay dividends on our Class A voting shares and Class B multiple voting shares are restricted by our credit agreements. See Item 5, “Operating and Financial Review and Prospects—Liquidity and Capital Resources.” If dividends were declared by our Board of Directors, shareholders would receive a dividend equal to the per share dividend we would pay to holders of our Class A voting shares or holders of Class B multiple voting shares. Dividends we would pay to U.S. holders would generally be subject to withholding tax. See Item 10, “Additional Information—Taxation.”

RISK FACTORS

Risks Related to the Company

Our business depends, in part, on factors affecting consumer spending that are out of our control.

Our business depends on consumer demand for our products and, consequently, is sensitive to a number of factors that influence consumer spending, including general economic conditions, consumer confidence in future economic conditions and political conditions, recession and fears of recession, consumer debt, disposable consumer income, conditions in the housing market, consumer perceptions of personal well-being and security, fuel prices, inclement weather, interest rates, foreign exchange rates, sales tax rate increases, inflation, and war and fears of war. In particular, the economic downturn over the past three years has lead to decreased discretionary spending, which adversely impacted the luxury retail business and lead to declining revenues and losses for our business. Jewelry purchases are discretionary for consumers and may be particularly and disproportionately affected by adverse trends in the general economy and the equity markets. Continued adverse changes in factors affecting discretionary consumer spending could further reduce consumer demand for our products, resulting in a continued reduction in our sales and further harming our business and operating results. A substantial portion of our customers use credit, either from our private label and proprietary credit cards or another consumer credit source, to purchase jewelry. When there is a downturn in the general economy, fewer people may use or be approved for credit, which could result in a reduction in net sales and/or an increase in bad debt, which in turn, could lead to an unfavorable impact on our overall profitability. Our belief that we currently have sufficient liquidity to fund our operations is based on certain assumptions about the future state of the economy, the future availability of borrowings to fund our operations and our future operating performance. To the extent that the economy and other conditions affecting our business are significantly worse than we anticipate, we may not achieve our projected level of financial performance and we may determine that we do not have sufficient capital to fund our operations.

We may require additional financing or capital, which may not be available on commercially reasonable terms, or at all. Capital raised through the sale or issuance of equity securities may result in dilution to our shareholders. Failure to obtain such additional financing or capital could have an adverse impact on our liquidity and financial condition.

Within the last three years, the general economic and capital market conditions in the United States and other parts of the world have deteriorated significantly and have adversely affected access to and the cost of capital. There is a possibility that our existing cash, cash generated from operations and funds available under our credit agreements may be insufficient to fund our future operations, including capital expenditures, or to repay debt when it becomes due, and as a result, we may need to raise additional funds through public or private equity or debt financing, including funding from governmental sources, which may not be possible. The sale of additional equity securities could result in significant dilution to our shareholders, and the securities issued in future financings may have rights, preferences and privileges that are senior to those of our common stock. The incurrence of additional indebtedness would result in increased debt service obligations and could result in operating and financing covenants that may restrict our operations. Financing may be unavailable in amounts or on terms acceptable to us, or at all, which could have a material adverse impact on our business, including our ability to continue as a going concern.

We have significant indebtedness, which could adversely affect our operations, liquidity and financial condition.

We currently have a significant amount of indebtedness and significant debt service obligations in proportion to our assets. Our debt levels fluctuate from time to time based on seasonal working capital needs. The following table sets forth our total indebtedness (includes bank indebtedness and current and long-term portion of debt), total stockholders’ equity, total capitalization and ratio of total indebtedness to total capitalization as of:


	March 26, 2011			March 27, 2010
Total indebtedness	$	112,243,000		$	118,244,000
Total stockholders’ equity		11,340,000			18,387,000

Total capitalization	$	123,583,000		$	136,631,000

Ratio of total indebtedness to total capitalization		90.8	%		86.5	%

This high degree of leverage could adversely affect our results of operations, liquidity and financial condition. For example, it could:

•

make it more difficult for us to satisfy our obligations with respect to our indebtedness;

•

increase our vulnerability to adverse economic and industry conditions;

•

require us to dedicate a substantial portion of cash from operations to the payment of debt service, thereby reducing the availability of cash to fund working capital, capital expenditures and other general corporate purposes;

•

limit our ability to obtain additional financing for working capital, capital expenditures, general corporate purposes or acquisitions;

•

create additional risk to us and our shareholders if we were unable to renew our credit facilities under similar terms and conditions;

•

place us at a disadvantage compared to our competitors that have a lower degree of leverage; and

•

negatively affect the price of our stock.

Significant restrictions on our excess borrowing capacity could result in our inability to fund our cash flow requirements needed to support our day-to-day operations.

Our ability to fund our operations and meet our cash flow requirements in order to fund our operations is dependant upon our ability to maintain positive excess availability under our senior credit facilities. Both our senior secured revolving credit facility lenders and our senior secured term loan lenders may impose, at any time, discretionary reserves, which would lower the level of borrowing availability under our senior secured revolving credit facility (customary for asset based loans), at their reasonable discretion, to: i) ensure that we maintain adequate liquidity for the operation of our business, ii) cover any deterioration in the amount or value of the collateral, and iii) reflect impediments to the lenders to realize upon the collateral. There is no limit to the amount of discretionary reserves that our senior secured revolving credit facility lenders may impose at their reasonable discretion, however, our senior secured term loan lenders’ ability to impose discretionary reserves at their reasonable discretion is limited to 5% of the senior secured credit facility availability. From February 11, 2009 to February 23, 2009, the senior secured term loan lender imposed a discretionary reserve of $4 million. While our senior secured revolving credit facility lender has not historically imposed such a restriction, it is uncertain whether conditions could change and cause such a reserve to be imposed in the future. In addition, the value of our inventory is periodically assessed by our lenders and, based upon these reviews, our borrowing capacity could be significantly increased or decreased. Another factor impacting our excess availability includes, among others, changes in the U.S. and Canadian dollar exchange rate, which could increase or decrease our borrowing

availability. Furthermore, under the terms of our senior credit facilities, amended in June 2011, a $12.5 million and a $5.0 million seasonal availability block is imposed by the senior secured revolving credit facility lenders and the senior secured term loan lenders each year from December 20 ^th to January 20 ^th and from January 21 ^st to February 10 ^th , respectively, and both our senior secured revolving credit facility and our senior secured term loan are subject to cross default provisions with all other loans, by which if we are in default with any other loan, the default will immediately apply to both the senior secured revolving credit facility and the senior secured term loan.

We are exposed to currency exchange risks that could have a material adverse effect on our results of operations and financial condition.

While we report financial results in U.S. dollars, a substantial portion of our sales are recorded in Canadian dollars. For our operations located in Canada, non-Canadian currency transactions and assets and liabilities subject us to foreign currency risk. Conversely, for the operations located in the U.S., non-U.S. currency transactions and assets and liabilities subject us to foreign currency risk. In addition, material fluctuations in foreign currency exchange rates, resulting in a weakening of the Canadian dollar relative to the U.S. dollar, could significantly reduce our borrowing availability under our secured revolving credit facility, which is denominated in U.S. dollars, and limit our ability to finance our operations. For purposes of financial reporting, our financial statements are reported in U.S. dollars by translating, where necessary, net sales and expenses from Canadian dollars at the average exchange rates prevailing during the period, while assets and liabilities are translated at year-end exchange rates, with the effect of such translation recorded in accumulated other comprehensive income. As a result, for purposes of financial reporting, foreign exchange gains or losses recorded in earnings relate to non-Canadian dollar transactions of the operations located in Canada and non-U.S. dollar transactions of the operations located in the U.S. We expect to continue to report our financial results in U.S. dollars. Consequently, our reported earnings could fluctuate materially as a result of foreign exchange translation gains or losses.

We may not successfully manage our inventory, which could have an adverse effect on our net sales, profitability, cash flow and liquidity.

As a retail business, our results of operations are dependent on our ability to manage our inventory. To properly manage our inventory, we must be able to accurately estimate customer demand and supply requirements and purchase new inventory accordingly. If we fail to sell the inventory we purchase or manufacture, we may be required to write-down our inventory or pay our vendors without new purchases, creating additional vendor financing, which would have an adverse impact on our earnings and cash flows. Additionally, a portion of the merchandise we sell is carried on a consignment basis prior to sale or is otherwise financed by vendors, which reduces our required capital investment in inventory. Any significant change in these consignment or vendor financing relationships could have a material adverse effect on our net sales, cash flows and liquidity.

Our credit business may be adversely affected by changes in applicable laws and regulations.

The operation of our credit business subjects us to substantial regulation relating to disclosure and other requirements upon origination, servicing, debt collection and particularly upon the amount of finance charges we can impose. Any adverse change in the regulation of consumer credit could adversely affect our earnings. For example, new laws or regulations could limit the amount of interest or fees we, or our banks, can charge on consumer loan accounts, or restrict our ability to collect on account balances, which could have a material adverse effect on our earnings. Compliance with existing and future laws or regulations could require material expenditures or otherwise adversely affect our business or financial results. Failure to comply with these laws or regulations, even if inadvertent, could result in negative publicity, and fines, either of which could have a material adverse effect on our results of operations.

Our business could be adversely affected if our relationships with any primary vendors are terminated or if the delivery of their products is delayed or interrupted.

We compete with other jewelry retailers for access to vendors that will provide us with the quality and quantity of merchandise necessary to operate our business, and our merchandising strategy depends upon our ability to maintain good relations with significant vendors. Certain brand name watch manufacturers, including Rolex, have distribution agreements with our Company that, among other things, provide for specific sales locations, yearly renewal terms and early termination provisions at the manufacturer’s discretion. In fiscal 2011, merchandise supplied by Rolex and sold through our stores operating under the Mayors, Rolex and Brinkhaus brands accounted for approximately 24% of our total net sales. Our relationships with primary suppliers, like Rolex, are generally not pursuant to long-term agreements.

We obtain materials and manufactured items from third-party suppliers. Any delay or interruption in our suppliers’ abilities to provide us with necessary materials and components may affect our manufacturing capabilities or may require us to seek alternative supply sources. Any delay or interruption in receiving supplies could impair our ability to supply products to our stores and, accordingly, could have a material adverse effect on our business, results of operations and financial condition. The abrupt loss of any of our third-party suppliers, especially Rolex, or a decline in the quality or quantity of materials supplied by any third-party suppliers could cause significant disruption in our business.

Fluctuations in the availability and prices of our raw materials and finished goods may adversely affect our results of operations.

We offer a large selection of distinctive high quality merchandise, including diamond, gemstone and precious metal jewelry, rings, wedding bands, earrings, bracelets, necklaces, charms, timepieces and gifts. Accordingly, significant changes in the availability or prices of diamonds, gemstones, and precious metals we require for our products could adversely affect our earnings. Further, both the supply and price of diamonds are significantly influenced by a single entity, the Diamond Trading Corporation. We do not maintain long-term inventories or otherwise hedge a material portion of the price of raw materials. A significant increase in the price of these materials could adversely affect our net sales and gross margins.

We operate in a highly competitive and fragmented industry.

The retail jewelry business is highly competitive and fragmented, and we compete with nationally recognized jewelry chains as well as a large number of independent regional and local jewelry retailers and others types of retailers who sell jewelry and gift items, such as department stores and mass merchandisers. We also compete with internet sellers of jewelry. Because of the breadth and depth of this competition, we are constantly under competitive pressure that both constrains pricing and requires extensive merchandising efforts in order for us to remain competitive.

We are controlled by a single shareholder whose interests may be different from yours.

The Goldfish Trust beneficially owns or controls 67.8% of all classes of our outstanding voting shares, which are directly owned by Montrovest B.V. (“Montrovest”), the former parent company of Iniziativa S.A. (“Iniziativa”) and Montrolux S.A. (“Montrolux”). Until May 2007, 63.4% of our outstanding voting shares were directly owned by Iniziativa. As of June 2007, 31.2% was directly owned by Montrolux. The trustee of the Goldfish Trust is Rohan Private Trust Company Limited (the “Trustee”). Dr. Lorenzo Rossi di Montelera, who is the Company’s Chairman of the Board, is a director of the Trustee, and a beneficiary of the Goldfish Trust. Under our amended charter, Montrovest, as holder of the Class B multiple voting shares, has the ability to control most actions requiring shareholder approval, including electing the members of our Board of Directors and the issuance of new equity. Dr. Rossi, in certain circumstances, may be delegated the authority from the Trustee to vote on shares held by Montrovest.

The Trustee and Montrovest may have different interests than you have and may make decisions that do not correspond to your interests. In addition, the fact that we are controlled by one shareholder may have the effect of delaying or preventing a change in our management or voting control.

We may not be able to retain key personnel or replace them if they leave.

Our success is largely dependent on the personal efforts of Thomas A. Andruskevich, our President and Chief Executive Officer, and other key members of the senior management team. Although we have entered into employment agreements with Mr. Andruskevich and other key members of our senior management team, the loss of any of their services could cause our business to suffer. Our success is also dependent upon our ability to continue to hire and retain qualified financial, operations, development and other personnel. Competition for qualified personnel in the retail industry is intense, and we may not be able to hire or retain the personnel necessary for our planned operations.

Our business could be adversely affected if we are unable to successfully negotiate favorable lease terms.

As of March 26, 2011, we had 64 leased retail stores, which includes the capital lease of our Canadian headquarters and Montreal flagship store. The leases are generally for a term of five to ten years, with rent being a fixed minimum base plus, for a majority of the stores, a percentage of the store’s sale volume (subject to some adjustments) over a specified threshold. We have generally been successful in negotiating leases for new stores and lease renewals as our current leases near expiration. However, our business, financial condition, and operating results could be adversely affected if we are unable to continue to negotiate favorable lease and renewal terms.

Our strategy to develop the Birks product brand through international expansion may add complexity to our operations and may require additional capital or strain our resources and adversely impact our financial results and liquidity

One of our strategies is to continue to develop the Birks product brand through expansion of all sales channels including international channels of distribution. The expansion into markets outside of Canada and the United States would add complexity to our operations and may require additional capital or strain our resources and adversely impact our financial results and our liquidity. International expansion would place increased demands on our operational, managerial and administrative resources at all levels of the Company. These increased demands may cause us to operate our business less efficiently, which in turn could cause deterioration in our performance or could adversely affect our inventory levels. Furthermore, our ability to conduct business in international markets may be adversely affected by legal, regulatory, political and economic risks. Any international expansion strategy could also be adversely impacted by the global economy or the economy of the region of the world in which the Company chooses to expand. If we expand internationally, we may incur significant costs related to starting up and maintaining foreign operations. Costs may include, but are not limited to obtaining prime locations for stores, setting up foreign offices and distribution centers, as well as hiring experienced management. We may be unable to open and operate new stores successfully, or we may face operational issues that could delay our intended pace of international store openings. These additional costs may require the Company to raise additional cash through the issuance of additional equity or debt financing which if the Company is not able to obtain at a sufficient level to fund the operation could negative impact the availability of funding to operate the operations of the Company.

Hurricanes and other severe weather conditions could cause a disruption in our operations, which could have an adverse impact on our results of operations.

Our U.S. operations are located in Georgia and Florida, regions that are susceptible to hurricanes. In the past, hurricanes have forced the closure of some of our stores, resulting in a reduction in net sales during such periods. Future hurricanes could significantly disrupt our U.S. operations and could have a material adverse effect on our overall results of operations. In addition, severe weather such as ice storms, snow storms and blizzards in Canada can cause conditions whereby peak holiday shopping could be materially affected.

Terrorist acts or other catastrophic events could have a material adverse effect on Birks & Mayors.

Terrorist acts, acts of war or hostility, natural disasters or other catastrophic events could have an immediate disproportionate impact on discretionary spending on luxury goods upon which our operations are dependent. For example, in the aftermath of the terrorist attacks carried out on September 11, 2001, tourism and business travel was significantly reduced in all of our markets, which had an adverse impact on our net sales. Similarly, the SARS epidemic in Toronto, Ontario in the spring of 2003 had an adverse impact on net sales in our stores in that region. Similar future events could have a material adverse impact on our business and results of operations.

We may not be able to adequately protect our intellectual property and may be required to engage in costly litigation as a protective measure.

To establish and protect our intellectual property rights, we rely upon a combination of trademark and trade secret laws, together with licenses, exclusivity agreements and other contractual covenants. In particular, the “Birks” and “Mayors” trademarks are of significant value to our retail operations. The measures we take to protect our intellectual property rights may prove inadequate to prevent misappropriation of our intellectual property. Monitoring the unauthorized use of our intellectual property is difficult. Litigation may be necessary to enforce our intellectual property rights or to determine the validity and scope of the proprietary rights of others. Litigation of this type could result in substantial costs and diversion of resources, may result in counterclaims or other claims against us and could significantly harm our results of operations.

Risks Related to Class A Voting Shares

Our share price could be adversely affected if a large number of Class A voting shares are offered for sale or sold.

Future issuances or sales of a substantial number of our Class A voting shares by us, Montrovest, or another significant shareholder in the public market could adversely affect the price of our Class A voting shares, which may impair our ability to raise capital through future issuances of equity securities. As of May 31, 2011, we had 3,673,615 Class A voting shares issued and outstanding. Sales of restricted securities in the public market, or the availability of these Class A voting shares for sale, could adversely affect the market price of Class A voting shares.

As a retail jeweler with a limited public float, the price of our Class A voting shares may fluctuate substantially, which could negatively affect the value of our Class A voting shares and could result in securities class action claims against us.

The price of our Class A voting shares may fluctuate substantially due to, among other things, the following factors: (1) fluctuations in the price of the shares of the small number of public companies in the retail jewelry business; (2) additions or departures of key personnel; (3) announcements of legal proceedings or regulatory matters; and (4) general volatility in the stock market. The market price of our Class A voting shares could also fluctuate substantially if we fail to meet or exceed expectations for our financial results or if there is a change in financial estimates or securities analysts’ recommendations.

Significant price and value fluctuations have occurred in the past with respect to the securities of retail jewelry and related companies. In addition, because the public float of our Class A voting shares is relatively small, the market price of our Class A voting shares is likely to be volatile. There is limited trading volume in our Class A voting shares, rendering them subject to significant price volatility. In addition, the stock market has experienced volatility that has affected the market prices of equity securities of many companies, and that has often been unrelated to the operating performance of such companies. A number of other factors, many of which are beyond our control, could also cause the market price of our Class A voting shares to fluctuate substantially. In the past, following periods of downward volatility in the market price of a company’s securities, class action litigation has often been pursued. If our Class A voting shares were similarly volatile and litigation was pursued against us, it could result in substantial costs and a diversion of our management’s attention and resources.

We are governed by the laws of Canada, and, as a result, it may not be possible for shareholders to enforce civil liability provisions of the securities laws of the U.S.

We are governed by the laws of Canada. A substantial portion of our assets are located outside the U.S. and some of our directors and officers are residents outside of the U.S. As a result, it may be difficult for investors to effect service within the U.S. upon us or our directors and officers, or to realize in the U.S. upon judgments of courts of the U.S. predicated upon civil liability of Birks & Mayors and such directors or officers under U.S. federal securities laws. There is doubt as to the enforceability in Canada by a court in original actions, or in actions to enforce judgments of U.S. courts, of the civil liabilities predicated upon U.S. federal securities laws.

We expect to maintain our status as a “foreign private issuer” under the rules and regulations of the SEC and, thus, are exempt from a number of rules under the Exchange Act of 1934 and are permitted to file less information with the SEC than a company incorporated in the U.S.

As a “foreign private issuer,” we are exempt from rules under the Exchange Act of 1934, as amended (“the Exchange Act”) that impose certain disclosure and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, our officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of our Class A voting shares. Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act, nor are we required to comply with Regulation FD, which restricts the selective disclosure of material information. Accordingly, there may be less publicly available information concerning us than there is for U.S. public companies.

If we were treated as a passive foreign investment company, or a PFIC, some holders of our Class A voting shares would be subject to additional taxation, which could cause the price of our Class A voting shares to decline.

We believe that our Class A voting shares should not be treated as stock of a PFIC for U.S. federal income tax purposes, and we expect to continue operations in such a manner that we will not be a PFIC. If, however, we are or become a PFIC, some holders of our Class A voting shares could be subject to additional U.S. federal income taxes on gains recognized with respect to our Class A voting shares and on certain distributions, plus an interest charge on certain taxes treated as having been deferred under the PFIC rules.

Our assessment of our internal control over financial reporting may identify “material weaknesses” in the future and may result in an attestation with an adverse or qualified opinion from our independent auditors, which could reduce confidence in our financial statements and negatively affect the price of our securities.

We are subject to reporting obligations under U.S. securities laws. Beginning with our Annual Report on Form 20-F for fiscal 2008, Section 404 of the Sarbanes-Oxley Act requires us to prepare a management report on the effectiveness of our internal control over financial reporting. Our management may conclude that our internal control over our financial reporting is not effective. If at any time in the future, we are unable to assert that our internal control over financial reporting is effective, market perception of our financial condition and the trading price of our stock may be adversely affected and customer perception of our business may suffer, all of which could have a material adverse effect on our operations.

If the costs and burden of being a public company outweigh its benefits, we may in the future decide to discontinue our status as a publicly traded company.

As a public company, we currently incur significant legal, accounting and other expenses. In addition, the Sarbanes-Oxley Act, as well as rules subsequently implemented by the Securities and Exchange Commission and the NYSE AMEX Stock Market, have imposed various requirements on public companies, including requiring

establishment and maintenance of effective disclosure and financial controls as well as mandating certain corporate governance practices. Our management and other personnel devote a substantial amount of time and financial resources to these compliance initiatives. As such, if it is determined in the future that the costs and efforts of being a public company outweigh the benefits of being a public company, we may decide to discontinue our status as a publicly traded or registered company.

Item 4.

Information on the Company

THE COMPANY

Corporate History and Overview

Birks & Mayors is a leading North American luxury jewelry brand which designs, develops, makes and retails fine jewelry, time pieces, sterling silver and gifts. As of May 31, 2011, Birks & Mayors operated 61 luxury jewelry stores, 32 stores under the Birks brand, located in all major cities across Canada, two retail locations in Calgary and Vancouver under the Brinkhaus brand, 26 stores under the Mayors brand, located in Florida and Georgia, and 1 store under the Rolex brand name. As a luxury jeweler, most of our jewelry products are made of 18 karat gold, platinum or sterling silver, with or without precious gemstones, with significant emphasis on quality craftsmanship and distinctive design. For fiscal 2011, we had net sales of $270.9 million.

Birks’ predecessor company was founded in Montreal in 1879 and developed over the years into Canada’s premier designer, manufacturer and retailer of fine jewelry, timepieces, sterling and plated silverware and gifts. In addition to being a nationwide retailer with a strong brand identity, we are also highly regarded in Canada as a designer and maker of jewelry and a provider of recognition programs, service awards and business gifts. We believe that operating our stores under the Birks and Mayors brands distinguishes us from many competitors because of our longstanding reputation and heritage of being trustworthy, offering only the highest standard of quality and craftsmanship and products, our ability to offer distinctively designed, exclusive products, a large selection of distinctive high quality merchandise at many different price points, and by placing a strong emphasis on providing a superior shopping experience to our clients.

From 1950 through 1990, Birks aggressively expanded its retail business and by the early 1990s it had approximately 220 stores in Canada and the U.S. After a period of rapid expansion in the 1980s, followed in the early 1990s by a period of declining margins and significant erosion in consumer spending coupled with significantly higher indebtedness resulting from a family buy-out, Birks experienced significant financial losses. These financial difficulties ultimately led to the purchase of Birks by Borgosesia Acquisitions Corporation in 1993, a predecessor company of Regaluxe Investment S.á.r.l., which is referred to in this Annual Report as “Regaluxe.” Effective March 28, 2006, Regaluxe was acquired through a merger with Iniziativa. As of May 31, 2007 and June 4, 2007, respectively, following a reorganization, Iniziativa and Montrolux transferred all of the shares they respectively held in the Company to their parent company, Montrovest. Following the 1993 acquisition of Birks, Birks’ operations were evaluated and a program of returning Birks to its historic core strength as the leading Canadian luxury jeweler was initiated.

In August 2002, Birks invested $15.05 million to acquire approximately 72% of the voting control in Mayors, which was experiencing an unsuccessful expansion beyond its core markets and was incurring significant losses.

Between August 2002 and November 2005, it became apparent to both Mayors and Birks management that it was in the best interests of the shareholders to combine the two companies. Management believed that such combination would create a stronger capital base, improve operating efficiencies, reduce the impact of regional issues, simplify the corporate ownership of Mayors, eliminate management and board of directors’ inefficiencies with managing intercompany issues, and possibly increase shareholder liquidity. Upon the consummation of the merger on November 14, 2005, each outstanding share of Mayors common stock not then owned by Birks was

converted into 0.08695 Class A voting shares of Birks. As a result of the merger, Mayors common stock ceased trading on the American Stock Exchange (“AMEX”) and Birks & Mayors began trading on the AMEX, which is now known as the NYSE Amex LLC (“NYSE Amex”), under the trading symbol “BMJ.” Following the merger, Birks & Mayors worked very diligently to fully integrate the Birks business with Mayors. As a result of the merger, we believe the combined company has improved operational efficiencies and diversity and depth of its products and distribution capabilities.

Since the beginning of fiscal 2009, we invested approximately $9.4 million of capital expenditures primarily associated with leasehold improvements, fixturing, and the opening of new stores. We expect to invest an additional $5 million of capital expenditures in fiscal 2012 of which approximately 20% will be in the U.S. and 80% will be in Canada. We expect to finance these expenditures mainly from our senior secured revolving credit facility.

During fiscal 2011, we closed one of our Birks stores located in Scarborough, Ontario and opened a new store located in Orlando, Florida operating under the Rolex brand name. During fiscal 2010, we closed two of our Mayors stores located in Palm Beach, Florida and Miami, Florida and four of our Birks stores located in Victoria, British Columbia, St. Catherines, Ontario, Edmonton, Alberta and Surrey, British Columbia. During fiscal 2010, we also opened a new Mayors store located in Palm Beach Gardens, Florida operating under the name Mayors by Birks. In May 2009, we also discontinued production at our Rhode Island manufacturing facility in order to reduce operating expenses and operate more efficiently by consolidating more of our production activities into our Montreal facility and by purchasing finished goods from third parties. The Rhode Island facility was sold during fiscal 2011. Subsequent to year end, during April and May 2011, we closed three Mayors stores located in Fort Myers, Florida, Sanford, Florida and Jensen Beach, Florida.

Our sales are divided into two principal product categories: jewelry and timepieces. Jewelry also includes sales of other product offerings we sell such as giftware, as well as repair and custom design services.

The following table compares our sales of each product category for the last three fiscal years (dollars in thousands):


	Fiscal Year-Ended
	March 26, 2011				March 27, 2010				March 28, 2009
Jewelry and other	$	159,306	58.8	%	$	151,438	59.4	%	$	158,109	58.4	%
Timepieces		111,642	41.2	%		103,619	40.6	%		112,787	41.6	%

Total	$	270,948	100.0	%	$	255,057	100.0	%	$	270,896	100.0	%

The following table sets forth our operations in geographic markets in which we operate (dollars in thousands):


	Fiscal Year Ended
	March 26, 2011		March 27, 2010		March 28, 2009
Net sales
Canada	$	144,903	$	135,402	$	131,948
U.S.		126,045		119,655		138,948

Total revenues	$	270,948	$	255,057	$	270,896

Long-lived assets
Canada	$	20,232	$	22,204	$	21,701
U.S.		7,366		8,520		12,345

Total long-lived assets	$	27,598	$	30,724	$	34,046

Birks & Mayors is a Canadian corporation. Our corporate headquarters are located at 1240 Phillips Square, Montreal, Québec, Canada H3B 3H4. Our telephone number is (514) 397-2501. Our website is www.birksandmayors.com .

Products

We offer distinctively designed, exclusive products and a large selection of distinctive high quality merchandise at many different price points. This merchandise includes designer jewelry, diamond, gemstone, and precious metal jewelry, timepieces and giftware. Part of our strategy is to increase our exclusive offering of internally designed and/or produced goods sold to our customers, consisting primarily of bridal, diamond and other fine jewelry, as well as gold and sterling silver jewelry and timepieces, all of which leverage the Birks and Mayors brands’ loyalty in their respective markets and in order to differentiate our products with unique and exclusive designs.

Our Canadian stores, operating under the Birks and Brinkhaus brands, carry a large selection of brand name timepieces, including our own proprietary watch line as well as timepieces made by Baume & Mercier, Cartier, Corum, Gucci, Jaeger Le Coultre, Longines, Montblanc, Omega, Rado, Rolex, Tag Heuer, and Tissot. We also carry an exclusive collection of high quality jewelry and timepieces that we manufacture. We emphasize our own jewelry offerings and particularly our signature designers, including Esty and Toni Cavelti, but also include designer jewelry made by Aaron Basha, Andrea Candela, Damiani, DiModolo, Gucci, Ivanka Trump, Kwiat, Ladyheart, Marco Bicego, Roberto Coin, and Van Cleef & Arpels, which are exclusive to our stores in Canada. Our two Brinkhaus retail locations also offer Ebel, IWC, Omega, Panerai, Patek Phillip, and Rolex timepieces. We also offer a variety of high quality giftware, including writing instruments made by Cartier and Montblanc.

Our U.S. stores, operating under the Mayors brand, carry a large selection of prestigious brand name timepieces, including Baume & Mercier, Breitling, Cartier, Corum, Gucci, Jaeger Le Coultre, Longines, Montblanc, Omega, Patek Philippe, Panerai, Rado, Rolex, Tag Heuer and Zenith. Designer jewelry offerings in our stores operating under the Mayors brand include jewelry made by Aaron Basha, Andrea Candela, Charriol, Damiani, DiModolo, Ivanka Trump, Kwiat, Lady Heart, Mikimoto, Roberto Coin, Toni Cavelti, Van Cleef & Arpels and a variety of high quality giftware, including writing instruments made by Cartier and Montblanc. In addition, stores operating under the Mayors brand carry Birks brand timepieces and jewelry products on an exclusive basis in their markets. Our Rolex store offers exclusively Rolex brand timepieces.

We have one primary channel of distribution: the retail division, which accounts for approximately 95% of net sales, as well as three other channels of distribution, including our corporate sales, internet and wholesale division, which combined account for approximately 5% of net sales.

Product Design, Development, Sourcing and Manufacturing

We established a product development process that supports our strategy to further develop and enhance our product offering in support of the Birks brand development. The centerpiece of this process is our Design Review Committee, which ultimately approves all new product designs and introductions. During fiscal 2011, fiscal 2010, and fiscal 2009, approximately 19%, 23%, and 34%, respectively, of our jewelry product acquired for sale were internally designed, sourced or manufactured. Products that are not designed and internally manufactured are sourced from suppliers worldwide, enabling us to sell an assortment of fine quality merchandise often not available from other jewelers in our markets. Our staff of buyers procures distinctive high quality merchandise directly from manufacturers, diamond cutters, and other suppliers worldwide. Our gemstone acquisition team, product sourcing team and category managers specialize in sourcing merchandise in categories such as diamonds, precious gemstones, pearls, timepieces, gold jewelry, and giftware. Retail and merchandising personnel frequently visit our stores and those of competitors to compare value, selection, and service, as well as to observe client reaction to merchandise selection and determine future needs and trends.

We have manufacturing facilities in Montreal and Florida that enable us to offer unique, exclusive and high-quality products through an efficient supply chain. The manufacturing facilities in Montreal and Florida occupy space within our corporate buildings, which we lease subject to lease agreements (see “Properties” below for more information). The products produced at these two facilities are primarily diamond jewelry with a focus on bridal jewelry. The current production capabilities at these two facilities are not limited to our current production levels and we believe we have the capacity to meet future anticipated growth. Our manufacturing capabilities provide quality control; image enhancement by enabling us to promote our craftsmanship and exclusive design and manufacturing capabilities; improved economics by retaining the margin that would otherwise be paid to a third party provider; and capability to provide customized and/or special design jewelry for customers.

The Montreal facility is the largest in volume of our manufacturing facilities and is involved in all aspects of manufacturing fine jewelry with the exception of the cutting of rough diamonds and other precious stones. The facility focuses on manufacturing stone set jewelry. The Florida facility focuses on specific types of stone set jewelry and hand-made one of a kind jewelry pieces. From fiscal 2005 to fiscal 2009, we had a Rhode Island factory that was involved in the production of silver and gold jewelry, as well as stone set jewelry, however, production was discontinued at this facility in May 2009 with much of the production transferred to our Montreal facility, or outsourced to third parties.

Availability of Products

Although purchases of several critical raw materials, notably platinum, gold, silver, diamonds, pearls and gemstones, are made from a relatively limited number of sources, we believe that there are numerous alternative sources for all raw materials used in the manufacture of our finished jewelry, and that the failure of any principal supplier would not have a material adverse effect on our operations. Any material changes in foreign or domestic laws and policies affecting international trade may have a material adverse effect on the availability of the diamonds, other gemstones, precious metals and non-jewelry products we purchase. Significant changes in the availability or prices of diamonds, gemstones and precious metals we require for our products could adversely affect our earnings. Furthermore, both the supply and price of diamonds are significantly influenced by a single entity, the Diamond Trading Corporation. We do not maintain long-term inventories or otherwise hedge a material portion of the price of raw materials. A significant increase in the price of these materials could adversely affect our net sales, gross margin and earnings. However, in the event of price increases, we will generally attempt to pass along any price increases to our customers.

In fiscal 2011, we purchased jewelry, timepieces and giftware for sale in our stores from over 200 suppliers. Many of these suppliers have long-standing relationships with us. We compete with other jewelry retailers for access to vendors that will provide us with the quality and quantity of merchandise necessary to operate our business. Our relationships with primary suppliers, like Rolex, are generally not pursuant to long-term agreements. Although we believe that alternative sources of supply are available, the abrupt loss of any of our key vendors, especially Rolex, or a decline in the quality or quantity of merchandise supplied by our vendors could cause significant disruption in our business. In fiscal 2011, merchandise supplied by Rolex and sold through our stores operating under the Mayors, Rolex and Brinkhaus brands accounted for approximately 24% of our total net sales. If Rolex terminated its distribution agreement with us, such termination would have a material adverse effect on our business, financial condition and operating results. We believe that current relationships with our key vendors are good.

Seasonality

Our sales are highly seasonal, with the third fiscal quarter (which includes the holiday shopping season) historically contributing significantly higher sales than any other quarter during the year. Sales in the first, second, third and fourth quarters in fiscal 2011 were 22%, 19%, 36% and 23%, respectively. Sales by quarter in fiscal 2010 were 21%, 19%, 35%, and 25%, respectively.

Retail Operations, Merchandising and Marketing

General

We believe we are differentiated from most of our competitors because we offer distinctively designed, exclusive products and a selection of distinctive high quality merchandise at a wide range of price points. We keep the majority of our inventory on display in our stores rather than at our distribution facility. Although each store stocks a representative selection of jewelry, timepieces, giftware and other accessories, certain inventory is tailored to meet local tastes and historical merchandise sales patterns of specific stores.

We believe that our stores’ elegant surroundings and distinctive merchandise displays play an important role in providing an atmosphere that encourages sales. We pay careful attention to detail in the design and layout of each store, particularly lighting, colors, choice of materials and placement of display cases. We also use window displays as a means of attracting walk-in traffic and reinforcing our distinctive image. Our Visual Display department designs and creates window and store merchandise case displays for all of our stores. Window displays are frequently changed to provide variety and to reflect seasonal events such as Christmas, Valentine’s Day, Mother’s Day and Father’s Day.

Personnel and Training

We place substantial emphasis on the professionalism of our sales force to maintain our position as a leading luxury jeweler. We strive to hire only highly motivated, professional and customer-oriented individuals. All new sales professionals attend an intensive training program where they are trained in technical areas of the jewelry business, specific sales and service techniques and our commitment to client service. Management believes that attentive personal service and knowledgeable sales professionals are key components to our success.

As part of our commitment to continuous, on-the-job training, we have established “Birks University” and “Mayors University,” a formalized system of in-house training with a primary focus on client service, selling skills and product knowledge that involves extensive classroom training, the use of detailed operational manuals, in-store mentorship programs and a leading edge product knowledge program which includes on-line testing. In addition, we conduct in-house training seminars on a periodic basis and administer training modules with audits to (i) enhance the quality and professionalism of all sales professionals, (ii) measure the level of knowledge of each sales professional, and (iii) identify needs for additional training. We also provide all management team members with more extensive training that emphasizes leadership skills, general management skills, “on-the-job” coaching and training instruction techniques.

Advertising and Promotion

One of our key marketing goals is to build on our reputation in our core markets as a leading luxury jewelry brand offering high quality merchandise in an elegant, sophisticated environment. For example, we frequently run advertisements that associate the “Birks” and “Mayors” brands with internationally recognized brand names such as Cartier, Patek Philippe, Rolex, and Van Cleef and Arpels, among others. Advertising and promotions for all stores are developed by our personnel in conjunction with outside creative professionals.

Our advertising reinforces our role as a world class luxury brand that aims to deliver a total shopping experience that is as memorable as our merchandise. Our marketing efforts consist of advertising campaigns on television, billboards, print, catalog mailings, special events, media and public relations, distinctive store design, elegant displays, partnerships with key suppliers and associations with prestige institutions. The key goals of our marketing initiatives are to enhance customer awareness and appreciation of our two retail brands, Birks and Mayors, as well as the Birks product brand, and to increase customer traffic, client acquisition and retention and net sales.

Credit Operations

We have two private label credit cards, one for each of our Birks and Mayors retail brands which are administered by third-party banks that own the credit card receivable balances. In addition, stores operating under the Mayors brand also have a Mayors proprietary credit card which we administer.

Our credit programs are intended to complement our overall merchandising and sales strategy by encouraging larger and more frequent sales to a loyal customer base. Sales under the Birks private label credit card accounted for approximately 11% of our net sales during fiscal 2011 while sales under the Mayors private label credit card and Mayors proprietary credit card represented approximately 11% of our net sales during fiscal 2011. Sales under the Birks and Mayors private label credit cards are generally made without credit recourse to us. However, we are permitted to ask the bank to approve credit purchases under these private label credit cards, for which the bank holds credit recourses if the customer does not pay. These recourse credits are limited to 25% and 20% of the nonrecourse credit issued by the banks for the private label Birks credit card and Mayors credit card, respectively. Receivables generated on sales under the Mayors proprietary credit card are recorded on our balance sheet and we maintain the full credit risk.

Distribution

Our retail locations receive the majority of their merchandise directly from our distribution warehouses located in Tamarac, Florida, Montreal, Québec, and Dorval, Québec. Merchandise is shipped from the distribution warehouse utilizing various air and ground carriers. We also transfer merchandise between retail locations to balance inventory levels and to fulfill client requests, and a very small portion of merchandise is delivered directly to the retail locations from suppliers.

Competition

Our research indicates that the North American retail jewelry industry is approximately a $66 billion industry and is highly competitive and fragmented, with a few very large national and international competitors and many medium and small regional and local competitors. The market is also fragmented by price and quality. Although Birks and Mayors are luxury jewelry brands, we compete with companies within and outside of this segment. Our competitors include national and international jewelry chains as well as independent regional and local jewelry retailers. We also compete with other types of retailers such as department stores and specialty stores and, to a lesser extent, catalog showrooms, discounters, direct mail suppliers, televised home shopping networks, and Internet sites. Many of these competitors have greater financial resources than we do. We believe that competition in our markets is based primarily on the total brand experience including trust, quality craftsmanship, product design and exclusivity, product selection, service excellence, including after sales service, and, to a certain extent, price. With the current consolidation of the retail industry, we believe that competition with other general and specialty retailers and discounters will continue to increase. Our success will depend on various factors, including general economic and business conditions affecting consumer spending, the performance of national and international retail operations, the acceptance by consumers of our merchandising and marketing programs, store locations and our ability to properly staff and manage our stores.

Regulation

Our operations are affected by numerous federal, provincial and state laws that impose disclosure and other requirements upon the origination, servicing and enforcement of credit accounts and limitations on the maximum amount of finance charges that may be charged by a credit provider. In addition to our proprietary and private label credit cards, credit to our clients is primarily available through third-party credit cards such as American Express ^® , Visa ^® , MasterCard ^® and Discover ^® , without recourse to us in the case of a client’s failure to pay. Any change in the regulation of credit that would materially limit the availability of credit to our traditional customer base could adversely affect our results of operations and financial condition.

We generally utilize the services of independent customs agents to comply with U.S. and Canadian customs laws in connection with our purchases of gold, diamond and other jewelry merchandise from foreign sources.

Trademarks and Copyrights

The designations Birks and Mayors, and the Birks and Mayors logos, are our principal trademarks and are essential to our ability to maintain our competitive position in the luxury jewelry segment. We maintain a program to protect our trademarks and will institute legal action where necessary to prevent others from either registering or using marks that are considered to create a likelihood of confusion with our trademarks. We are also the owner of the original jewelry designs created by our in-house designers and have entered into agreements with several outside designers pursuant to which these designers have assigned to us the rights to use copyrights of designs and products created for us.

Organizational Structure

The following chart sets forth our ownership interest in each of our significant subsidiaries as of March 26, 2011:


Name	Jurisdiction of Incorporation	Ownership and Voting Interest
Mayor’s Jewelers, Inc.	Delaware		100	%
Mayor’s Jewelers of Florida, Inc.	Florida		100	%

Properties

Our head office is in Montreal, Québec. On December 12, 2000, we sold our head office building for Cdn$14,250,000 to Anglo Canadian Investments, L.P. As a condition of the transaction, we agreed that we would lease, on a net basis, the entire property from the purchaser, acting as landlord. We entered into a lease agreement pursuant to which we lease the office building, including the Montreal flagship store, for a term of 20 years ending December 11, 2020. The net annual rental rate was Cdn$1,830,125 (approximately $1.9 million U.S. dollars) for the period terminating on December 11, 2010, and increases on a compounded basis by 10% on each third annual anniversary date thereafter (except for the last two years when no increase will take place). The lease is an absolute triple net lease to the landlord, and we are responsible for any and all additional expenses, including, without limitation, taxes and structural expenses. Subject to specific terms and conditions, we have four options to renew and extend the term of the lease for four further terms of five years each, except for the last option which is five years less eleven days, terminating on November 30, 2040. Subject to specific terms and conditions, we also have two options to purchase the premises, which may be exercised no later than six months prior to the end of the fifteenth year of the term of the lease and the end of the twentieth year of the term of the lease, respectively.

Our U.S. operations are managed through a local headquarters located in Tamarac, Florida. We entered into a lease agreement for this location for a term of 15 years terminating on November 30, 2020. The current net annual rental rate is $622,063 for the period ending November 30, 2011. We have two options to renew for five years each.

We lease all of our other store locations. We believe that all of our facilities are well maintained and in good condition and are adequate for our current needs. We are actively reviewing all leases that expire in the next 12 months to determine whether to renew the leases.

Following is a listing of all our properties as of March 26, 2011:


	Size (Square Feet)		Expiration of Lease	Location
Operating Stores

Canada:
Bayshore Centre		2,544	September 2013	Ottawa, ON
Bloor		15,620	September 2014	Toronto, ON
Brinkhaus		1,946	October 2012	Calgary, AB
Brinkhaus		750	February 2014	Vancouver, BC
Carrefour Laval		3,391	August 2012	Laval, QC
Chinook Shopping Centre		2,342	March 2015	Calgary, AB
Cornwall Centre		2,349	April 2015	Regina, SK
Willowdale Fairview Mall		2,351	August 2013	North York, ON
Fairview Pointe-Claire		4,210	January 2012	Pointe-Claire, QC
First Canadian Place		2,243	May 2016	Toronto, ON
Halifax		3,316	January 2014	Halifax, NS
Lime Ridge Mall		2,450	January, 2013	Hamilton, ON
Edmonton Manulife Centre		4,196	November 2014	Edmonton, AB
Montreal Flagship Store		19,785	December 2020	Montreal, QC
Oakridge Shopping Centre		2,244	May 2013	Vancouver, BC
Oakville Place		2,801	March 2014	Oakville, ON
Park Royal		3,537	September 2012	West Vancouver, BC
Place Ste-Foy		2,366	June 2017	Ste-Foy, QC
Promenades St-Bruno		2,346	February 2013	St-Bruno, QC
Rideau Centre		7,251	April 2014	Ottawa, ON
Richmond Centre		1,562	April 2012	Richmond, BC
Rockland Centre		3,019	August 2013	Mount Royal, QC
Saskatoon		3,486	October 2013	Saskatoon, SK
Sherway Gardens		4,611	February 2017	Etobicoke, ON
Southcentre Shopping Centre		3,029	August 2014	Calgary, AB
Southgate Shopping Centre		2,915	September 2013	Edmonton, AB
Square One		3,360	April 2012	Mississauga, ON
St-John		2,038	August 2015	St-John, NB
Toronto Dominion Square		7,895	October 2011	Calgary, AB
Toronto Eaton Centre		4,552	April 2012	Toronto, ON
Vancouver		20,221	January 2015	Vancouver, BC
Victoria		1,561	December 2016	Victoria, BC
Winnipeg		3,187	February 2023	Winnipeg, MB
Yorkdale		2,530	April 2015	Toronto, ON


	Size (Square Feet)		Expiration of Lease	Location
Operating Stores

United States:
Altamonte Mall		5,782	January 2012	Altamonte Springs, FL
Aventura Mall		3,447	January 2017	N. Miami Beach, FL
Bell Tower Shops(1)		4,578	April 2011	Fort Myers, FL
Town Center at Boca Raton		5,878	January 2017	Boca Raton, FL
Westfield Brandon		4,110	June 2015	Brandon, FL
Broward Mall		2,236	January 2012	Plantation, FL
Westfield Citrus Park		3,953	January 2012	Tampa, FL
Coconut Point		3,522	November 2016	Estero, FL
Dadeland Mall		5,700	January 2017	Miami, FL
The Falls		1,643	January 2014	Miami, FL
Florida Mall		5,070	March 2012	Orlando, FL
The Galleria at Fort Lauderdale		5,954	July 2016	Ft. Lauderdale, FL
The Gardens Mall		5,099	January 2020	Palm Beach Gardens, FL
International Plaza		5,583	January 2012	Tampa, FL
Lenox Square Mall		2,991	September 2018	Atlanta, GA
Lincoln Road		4,250	May 2014	Miami Beach, FL
Mall of Georgia		3,486	January 2013	Buford, GA
Mall at Millenia		4,532	January 2013	Orlando, FL
Mall at Wellington Green		4,001	January 2012	Wellington, FL
Miami International Mall		3,246	January 2016	Miami, FL
North Point Mall		4,752	January 2012	Alpharetta, GA
PGA Commons		5,197	April 2014	Palm Beach Gardens, FL
Rolex Store in Mall at Millenia		1,171	January 2020	Orlando, FL
Seminole Towne Center(2)		3,461	May 2011	Sanford, FL
Phipps Plaza		2,182	January 2013	Atlanta, GA
Westfield Southgate		4,605	January 2012	Sarasota, FL
Treasure Coast Square(2)		2,607	May 2011	Jensen Beach, FL
Village of Merrick Park		4,894	January 2013	Coral Gables, FL
Weston Commons		4,000	July 2017	Weston, FL
St-John’s Town Center		3,458	October 2017	Jacksonville, FL

Other Properties
Tamarac Corporate office		47,851	November 2020	Tamarac, FL
Montreal Corporate office		58,444	December 2020	Montreal, QC
Dorval Distribution Center– Montreal		7,667	March 2014	Dorval, QC

(1)	Location closed April 2011

(2)	Location closed May 2011

Total annual base rent for the above locations for fiscal 2011 was approximately $18 million.

Item 4A.

Unresolved Staff Comments

Not applicable.

Item 5.

Operating and Financial Review and Prospects

The following discussion should be read in conjunction with our consolidated financial statements and the notes thereto included elsewhere in this Annual Report. The following discussion includes certain forward-looking statements. For a discussion of important factors, including the continuing development of our business, actions of regulatory authorities and competitors and other factors which could cause actual results to differ materially from the results referred to in the forward-looking statements, see Item 3., “Key Information” under the heading “Risk Factors” and the discussion under the heading “Forward-Looking Information” at the beginning of this Annual Report.

Overview

Birks & Mayors is a leading designer, maker and purveyor of luxury jewelry, timepieces and giftware in the U.S. and Canada. As of March 26, 2011, our retail operation’s total square footage was approximately 274,298. The average square footage of our three Birks flagship stores in Canada was approximately 18,500, while the average square footage for all other Birks retail stores in Canada was approximately 3,200. The average square footage of our two Brinkhaus locations was 1,800, while the average square footage of our Mayors retail stores was approximately 4,100.

We operate our business in two geographic areas, Canada and the Southeastern U.S. We have two reportable segments, “Retail” and “Other.” “Retail” is comprised of all our retail operations in the U.S. and Canada on a combined basis. In Canada, we operate stores under the Birks brand and two stores under the Brinkhaus brand. In the Southeastern U.S., we operate stores under the Mayors brand and one store under the Rolex brand. “Other” consists primarily of our corporate sales division, which services business customers by providing them unique items for recognition programs, service awards and business gifts. Also included in “Other” is manufacturing, which manufactures unique products primarily for the retail segment of our business, wholesale, internet and gold exchange, which buys gold and other precious metals from customers and sells the gold to refiners.

Our net sales are comprised of revenues, net of discounts, in each case, excluding sales tax. Sales are recognized at the point of sale when merchandise is taken or shipped. Sales of consignment merchandise are recognized on a full retail basis at such time that the merchandise is sold. Revenues for gift certificates and store credits are recognized upon redemption. Customers use cash, checks, debit cards, third-party credit cards, private label and proprietary credit cards and house accounts (primarily for corporate sales customers) to make purchases. The level of our sales is impacted by the number of transactions we generate and the size of our average retail sale. For fiscal 2011, fiscal 2010, and fiscal 2009, our total average retail sale was $1,448, $1,358 and $1,172, respectively, which excludes service and repair transactions.

Our operating costs and expenses are primarily comprised of cost of sales and selling, general and administrative expenses. Cost of sales includes cost of merchandise, direct inbound freight, direct labor related to repair services, the costs of our design and creative departments, manufacturing costs, inventory shrink, damage and obsolescence, jewelry, watch and giftware boxes, as well as depreciation and amortization of production facilities and production tools, dies and molds and, in addition, product development costs. Selling, general and administrative expenses (SG&A) include, but are not limited to, all non-production payroll and benefits (including non-cash compensation expense), store and head office occupancy costs, overhead, credit card fees, information systems, professional services, consulting fees, repairs and maintenance, travel and entertainment, insurance, legal, human resources and training expenses. Occupancy, overhead and depreciation are generally less variable relative to net sales than other components of SG&A such as credit card fees and certain elements of payroll, such as commissions. Another significant item in SG&A is marketing expenses, which include marketing, public relations and advertising costs (net of amounts received from vendors for cooperative advertising) incurred to increase customer awareness of both our retail brands and the Birks product brand. Marketing has historically represented a significant portion of our SG&A. As a percentage of sales, marketing expenses represented 2.9%, 3.7% and 3.9% of sales for fiscal 2011, 2010 and 2009, respectively. Additionally, SG&A includes indirect costs such as freight, including inter-store transfers, receiving costs, distribution costs,

and warehousing costs. The amount of these indirect costs in SG&A was approximately $3.5 million, $3.4 million and $3.9 million for fiscal 2011, 2010 and 2009, respectively. Depreciation includes depreciation and amortization of our stores and head office, including buildings, leasehold improvements, furniture and fixtures, computer hardware and software and automobiles.

Over the short-term, we may focus our efforts on those strategies and key drivers of our performance that are necessary in the current business climate, which include our ability to:

•

maintain flexible and cost effective sources of borrowings to finance our operations and strategies;

•

manage expenses and assets efficiently in order to optimize profitability and cash flow; and

•

grow sales, gross margin and gross profits.

Over the long-term, we believe that the key drivers of our performance will be our ability to:

•

execute our merchandising strategy to increase net sales and maintain and eventually expand gross margin by lowering discounts, developing and marketing higher margin exclusive and unique products, and further developing our internal capability to design, develop, manufacture or source products;

•

execute our marketing strategy to enhance customer awareness and appreciation of our two retail brands, Birks and Mayors, as well as the Birks product brand, and to maintain and eventually increase customer traffic, client acquisition and retention and net sales through regional and national advertising campaigns on television, billboards, print, catalog mailings, in-store events, community relations, media and public relations, partnerships with key suppliers, such as Mayors’ relationship with Rolex, and associations with prestige institutions;

•

continue to develop the Birks product brand through expansion of all sales channels including international channels of distribution;

•

provide a superior client experience through consistent outstanding customer service that will ensure customer satisfaction and promote frequent customer visits, customer loyalty, and strong customer relationships; and

•

increase our retail stores’ average retail transaction, conversion rate, productivity of our store professionals and inventory and four-wall profitability.

Foreign Currency

Because we have operations in the U.S. and Canada, our results are affected by foreign exchange rate changes. Revenue and expenses incurred in Canadian dollars are translated into U.S. dollars for reporting purposes. Changes in the value of the Canadian dollar compared to the U.S. dollar between periods may materially impact our results and may materially affect period over period comparisons. Over the past several years, the value of the Canadian dollar has varied significantly compared to the U.S. dollar which, for reporting purposes, in some instances, has resulted in material fluctuations in our net sales, expenses and our profits from our Canadian operations, when expressed in U.S. dollars. As of March 26, 2011, we had not hedged these foreign exchange rate risks.

Comparable Store Sales

We use comparable store sales as a key performance measure for our business. We do not include our non-retail store sales in comparable store calculations. Stores enter the comparable store calculation in their thirteenth full month of operation under our ownership. Stores that have been resized and stores that are relocated are evaluated on a case-by-case basis to determine if they are functionally the same store or a new store and then are included or excluded from comparable store sales, accordingly. Comparable store sales is calculated in local currency terms and measures the percentage change in net sales for comparable stores in a period compared to the corresponding period in the previous year. If a comparable store is not open for the entirety of both periods, comparable store sales measures the change in net sales for the portion of time that such store was open in both periods.

The percentage increase (decrease) in comparable stores sales for the periods presented below is as follows:


	Fiscal Year Ended
	March 26, 2011			March 29, 2010			March 28, 2009
Canada		2	%		(1	)%		(7	)%
U.S.		1	%		(12	)%		(19	)%

Total		2	%		(6	)%		(14	)%

The increase in comparable store sales during fiscal 2011 was primarily related to an increase in our average sale transaction in both the U.S. and Canada as demand for luxury retail products began to slowly increase in both Canada and the U.S.

The decrease in comparable store sales during fiscal 2010 continued to reflect the difficult retail environment, which reduced demand for luxury retail products, especially in our Florida market. Store traffic continued to decline, but was partially offset by an increase in our average sale transaction in both Canada and the U.S.

The decrease in comparable store sales during fiscal 2009 primarily reflects the difficulties associated with decreased consumer confidence and spending in an extremely challenging economic environment, especially for luxury jewelry retailers and most apparent through a decrease in store traffic in both our Canadian and U.S. markets and a decline in the average sale transaction in the U.S.

Results of Operations

The following is a discussion of factors affecting our results of operations for fiscal 2011 and fiscal 2010. This discussion should be read in conjunction with our consolidated financial statements and notes thereto included elsewhere in this Annual Report.

Fiscal 2011 Compared to Fiscal 2010

The following table sets forth, for fiscal 2011 and for fiscal 2010, the amounts in our consolidated statements of operations:


	Fiscal Year Ended
	March 26, 2011			March 27, 2010
	(In thousands)
Net sales	$	270,948		$	255,057
Cost of sales		154,853			150,606

Gross profit		116,095			104,451

Selling, general and administrative expenses		107,231			106,252
Impairment of long-lived assets		—			1,353
Depreciation and amortization		5,267			5,192

Total operating expenses		112,498			112,797

Operating income (loss)		3,597			(8,346	)
Interest and other financial costs		11,319			11,127

Loss before income taxes		(7,722	)		(19,473	)
Income tax expense (benefit)		24			(2	)

Net loss	$	(7,746	)	$	(19,471	)

Net Sales


	Fiscal Year Ended
	March 26, 2011		March 27, 2010
	(In thousands)
Net sales—Retail	$	257,150	$	241,819
Net sales—Other		13,798		13,238

Total Net Sales	$	270,948	$	255,057

Net Sales. Net sales for fiscal 2011 were $270.9 million, an increase of $15.9 million, or 6.2% as compared to fiscal 2010. The increase in net sales was primarily driven by a 2% increase in comparable store sales as well as the impact of sales from one new store opened at the end of fiscal 2010 and one new store opened during fiscal 2011 and sales generated from three temporary outlet stores for six months during fiscal 2011 partially offset by lower sales related to the closing of six underperforming stores during fiscal 2010. Also impacting the increase in sales in fiscal 2011 was $9.6 million of higher sales related to translating the sales of our Canadian operations into U.S. dollars due to the stronger Canadian dollar.

Gross Profit


	Fiscal Year Ended
	March 26, 2011		March 27, 2010
	(In thousands)
Gross Profit—Retail	$	113,131	$	102,752
Gross Profit—Other		2,964		1,699

Total Gross Profit	$	116,095	$	104,451

Gross Profit . Gross profit was $116.1 million for fiscal 2011 compared to $104.5 million for fiscal 2010. The gross profit margin as a percentage of net sales was 42.8% for fiscal 2011 compared to 41.0% for fiscal 2010. The 180 basis point increase in gross profit margin was primarily attributable to reduced promotional pricing associated with the improving economic environment in both the U.S. and Canada. Also contributing to the $11.6 million increase in gross profit in fiscal 2011 compared to fiscal 2010 was $4.6 million of higher gross profit related to translating the gross profit of our Canadian operations into U.S. dollars due to the stronger Canadian dollar. The increase in Gross Profit—Other reflects higher gross profit generated from improved manufacturing efficiencies and higher gross profits related to customer gold exchange activities, primarily in Canada.

Selling, General and Administrative Expenses. Selling, general and administrative expenses were $107.2 million, or 39.6% of net sales, for fiscal 2011 compared to $106.3 million, or 41.7% of net sales, for fiscal 2010. The $0.9 million increase in SG&A during fiscal 2011, as compared to fiscal 2010, was primarily driven by $3.8 million of higher expenses related to foreign currency translation and $1.1 million of lease termination costs related to early lease termination fees for three underperforming stores set to close at the beginning of our next fiscal year partially offset by a $1.9 million reduction in marketing expenses, $1.4 million of lower general operating expenses resulting from our continued efforts to reduce general corporate overhead costs and $0.7 million of lower compensation expenses primarily related to savings associated with the closure of six stores during fiscal 2010 partially offset by compensation expense for one store opened at the end of fiscal 2010 and one store opened during fiscal 2011 as well as compensation expense related to the operation of three temporary store locations for six months during the current fiscal year.

Depreciation and Amortization. Depreciation and amortization expense during fiscal 2011 was $5.3 million compared to $5.2 million during fiscal 2010. The $0.1 million increase was primarily due to $0.2 million of higher expenses related to foreign currency translation.

Interest and Other Financial Costs. Interest and other financial costs were $11.3 million for fiscal 2011 compared to $11.1 million for fiscal 2010. The $0.2 million increase was primarily associated with $0.4 million of higher costs related to foreign currency translation partially offset by the impact of a lower level of average total debt.

Income Tax Expense (benefit). Income tax expense was $24,000 for fiscal 2011, as compared to an income tax benefit of $2,000 for fiscal 2010. The relatively low amount of tax expense (benefits) in fiscal 2011 and 2010 is due to valuation allowances being maintained on the total value of deferred tax assets generated by our U.S and Canadian operations.

Fiscal 2010 Compared to Fiscal 2009

The following table sets forth, for fiscal 2010 and for fiscal 2009, the amounts for certain items in our consolidated statements of operations.


	Fiscal Year Ended
	March 27, 2010			March 28, 2009
	(In thousands)
Net sales	$	255,057		$	270,896
Cost of sales		150,606			155,297

Gross profit		104,451			115,599

Selling, general and administrative expenses		106,252			113,990
Impairment of goodwill and long-lived assets		1,353			13,555
Depreciation and amortization		5,192			6,212

Total operating expenses		112,797			133,757

Operating loss		(8,346	)		(18,158	)
Interest and other financial costs		11,127			9,967

Loss before income taxes		(19,473	)		(28,125	)
Income tax expense (benefit)		(2	)		32,854

Net loss	$	(19,471	)	$	(60,979	)

Net Sales


	Fiscal Year Ended
	March 27, 2010		March 28, 2009
	(In thousands)
Net sales—Retail	$	241,819	$	258,026
Net sales—Other		13,238		12,870

Total Net Sales	$	255,057	$	270,896

Net Sales. Net sales for fiscal 2010 were $255.1 million, a decrease of $15.8 million, or 5.8% as compared to fiscal 2009. The decrease in net sales was primarily driven by a 6% decline in comparable store sales as well as the impact of closing six stores during the fiscal year, partially offset by $5.3 million of higher sales related to translating the sales of our Canadian operations into U.S. dollars due to the stronger Canadian dollar.

Gross Profit


	Fiscal Year Ended
	March 27, 2010		March 28, 2009
	(In thousands)
Gross Profit—Retail	$	102,752	$	116,389
Gross Profit—Other		1,699		(790	)

Total Gross Profit	$	104,451	$	115,599

Gross Profit . Gross profit was $104.5 million for fiscal 2010 compared to $115.6 million for fiscal 2009. The gross profit margin as a percentage of net sales was 41.0% for fiscal 2010 compared to 42.7% for fiscal 2009. The 170 basis point decline in gross profit margin was primarily attributable to retail pricing pressures associated with generating sales in the extremely difficult economic environment in both the U.S. and Canada. The increase in Gross Profit—Other reflects higher gross profit from corporate sales.

Selling, General and Administrative Expenses. Selling, general and administrative expenses were $106.3 million, or 41.7% of net sales, for fiscal 2010 compared to $114.0 million, or 42.1% of net sales, for fiscal 2009. The $7.7 million decrease in SG&A during fiscal 2010, as compared to fiscal 2009, was primarily driven by a $1.5 million reduction in marketing expenses, $5.8 million of lower compensation expenses primarily related to savings associated with our strategic staff downsizing and pay reductions and lower sales commissions due to reduced sales and $2.1 million of lower general operating expenses resulting from our continued efforts to reduce general corporate overhead costs, partially offset by an increase of $1.7 million of higher expenses related to foreign currency translation.

Impairment of Goodwill and Long-Lived Assets. During fiscal 2010, we recognized non-cash impairment losses of $1.4 million related to underperforming retail stores and assets held for sale. During fiscal 2009, we recorded an $11.2 million non-cash goodwill impairment charge and $2.3 million of non-cash charges associated with the impairment of long-lived assets at certain of our U.S. retail locations and our manufacturing facility in Rhode Island. For further discussion, see Note 3 “Significant Accounting Policies” to our consolidated financial statements.

Depreciation and Amortization. Depreciation and amortization expense during fiscal 2010 was $5.2 million compared to $6.2 million during fiscal 2009. The $1.0 million decrease was primarily due to the lower levels of capital expenditures in the last two years.

Interest and Other Financial Costs. Interest and other financial costs were $11.1 million for fiscal 2010 compared to $10.0 million for fiscal 2009. The $1.2 million increase was primarily associated with higher rates being paid on long-term borrowings we entered into within the last 15 months, partially offset by the impact of a lower level of average total debt.

Income Tax (Benefit) Expense. Income tax benefit was $2,000 for fiscal 2010, as compared to an income tax expense of $32.9 million for fiscal 2009. The $32.9 million of income tax expense recorded during fiscal 2009 was due to the recognition of a non-cash valuation allowance against the full value of our net deferred tax assets in the U.S. and Canada resulting from management’s determination that it is more likely than not that the deferred tax assets will not be realized in the future. The $2,000 tax benefit in fiscal 2010 reflects a cash refund received related to income taxes. During fiscal 2010, we continued to maintain a valuation allowance on the total value of deferred tax assets generated by our U.S. and Canadian operations.

Liquidity and Capital Resources

Our ability to fund our operations and meet our cash flow requirements in order to fund our operations is dependant upon our ability to maintain positive excess availability under our senior credit facilities. During fiscal 2009, we negotiated an amendment and extension of our senior secured revolving credit facility. Our $160 million senior secured revolving credit facility, which was set to expire on January 19, 2009, was amended and extended for a total of $132 million and bears interest at a floating rate of LIBOR plus 2.5% to LIBOR plus 3.0% (based on excess availability thresholds) for up to a $124 million tranche of the facility and in the range of LIBOR plus 4.5% to LIBOR plus 5.0% (based on excess availability thresholds) for an $8 million tranche of the facility. In addition, we obtained a $13 million secured term loan that is subordinated in lien priority to our senior secured revolving credit facility and bears interest at a rate of the greater of 16% per annum or one-month LIBOR based rate plus 12%. During fiscal 2011, the $13.0 million senior secured term loan was reduced to $12.5 million as a result of a $0.5 million principal repayment to the lender. These two credit facilities have a three-year term expiring in December 2011 and are primarily used to finance working capital, capital expenditures and provide liquidity to fund our day-to-day operations and for other general corporate purposes. The terms of the senior secured credit facilities provide that no financial covenants are required to be met other than maintaining positive excess availability at all times. Our excess borrowing capacity was $20.5 million as of March 26, 2011 and $17.9 million at March 27, 2010.

Both our senior secured revolving credit facility lender and our senior secured term loan lender may impose, at any time, discretionary reserves, which would lower the level of borrowing availability under our senior secured revolving credit facility (customary for asset based loans), at their reasonable discretion, to: i) ensure that we maintain adequate liquidity for the operation of our business, ii) cover any deterioration in the amount or value of the collateral and iii) reflect impediments to the lenders to realize upon the collateral. There is no limit to the amount of discretionary reserves that our senior secured revolving credit facility lender may impose at its reasonable discretion, however, our senior secured term loan lender’s ability to impose discretionary reserves at its reasonable discretion is limited to 5% of the senior secured credit facility availability. While no such reserve was imposed during fiscal 2011 and fiscal 2010, in fiscal 2009, from February 11, 2009 to February 23, 2009, the senior secured term loan lender imposed a discretionary reserve of $4 million. While our senior secured revolving credit facility lender has not historically imposed such a restriction, it is uncertain whether conditions could change and cause such a reserve to be imposed in the future. In addition, the value of our inventory is periodically assessed by our lenders and based upon these reviews our borrowing capacity could be significantly increased or decreased. Another factor impacting our excess availability includes, among others, changes in the U.S. and Canadian dollar exchange rate, which could increase or decrease our borrowing availability. In addition, as a jeweler and specialty retailer, our business is seasonal in nature. Accordingly, our debt levels and inventory levels fluctuate significantly during the fiscal year impacting the level of our borrowing availability throughout the year. Furthermore, a $15 million, a $7.5 million and a $2.5 million seasonal availability block was imposed by the senior secured revolving credit facility lender and the senior secured term loan lender each year from December 20 ^th to January 20 ^th , from January 21 ^st to February 10 ^th and from February 11 ^th to February 20 ^th , respectively. These block amounts, however, have been amended subsequent to our fiscal year as discussed below. Both our senior secured revolving credit facility and our senior secured term loan are subject to cross default provisions with all other loans by which if we are in default with any other loan the default will immediately apply to both the senior secured revolving credit facility and the senior secured term loan.

The senior secured revolving credit facility and secured term loan contain limitations on our ability to pay dividends, more specifically, among other limitations, we can pay dividends only at certain excess borrowing capacity thresholds and the aggregate dividend payment for the twelve-month period ended as of any fiscal quarter cannot exceed 33% of the consolidated net income for such twelve-month period. Additionally, we are required to maintain a fixed charge coverage ratio of at least 1.30 to 1.00 and a minimum excess availability of $20 million in order to qualify for payment of dividends.

In June 2011, subsequent to our fiscal year end, we executed an amendment and extension of our $132 million senior secured revolving credit facility and $12.5 million senior secured term loan, which was set to

expire in December 2011. Our $132 million senior secured revolving credit facility was amended and extended for a total of $115 million and bears interest at a floating rate of LIBOR plus 2.25% to LIBOR plus 3.0% (based on excess availability thresholds and interest coverage thresholds). The $12.5 million senior secured term loan was amended and extended for a total of $18 million and is subordinated in lien priority to our senior secured revolving credit facility and bears interest at a rate of the greater of 11% per annum or one-month LIBOR based rate plus 8%. These two credit facilities have a four-year term expiring in June 2015 and will be used to finance working capital, capital expenditures and provide liquidity to fund our day-to-day operations and for other general corporate purposes. The terms of the amended senior secured credit facilities provide that no financial covenants are required to be met other than maintaining positive excess availability at all times.

Under the terms of the amended and restated facilities, both our senior secured credit facility administrative agent and our senior secured term loan administrative agent may impose, at any time, discretionary reserves, which would lower the level of borrowing availability under our senior secured revolving credit facility (customary for asset based loans), at their reasonable discretion, to: i) ensure that we maintain adequate liquidity for the operation of our business, ii) cover any deterioration in the amount or value of the collateral and iii) reflect impediments to the lenders to realize upon the collateral. There is no limit to the amount of discretionary reserves that our senior secured revolving credit facility administrative agent may impose at its reasonable discretion, however, our senior secured term loan administrative agent’s ability to impose discretionary reserves at its reasonable discretion is limited to 5% of the term loan borrowing capacity. Furthermore, a $12.5 million, and a $5.0 million seasonal availability block are imposed by the senior secured revolving credit facility administrative agent and the senior secured term loan administrative agent each year from December 20 ^th to January 20 ^th and from January 21 ^st to February 10 ^th , respectively, and both our senior secured revolving credit facility and our senior secured term loan are subject to cross default provisions with all other loans by which if we are in default with any other loans, the default will immediately apply to both the senior secured revolving credit facility and the senior secured term loan.

Borrowings under our senior secured revolving credit facility for the periods indicated in the table below were as follows:


	Fiscal Year Ended
	March 26, 2011			March 27, 2010
	(In thousands)
Senior secured revolving credit facility availability	$	82,438		$	82,414
Borrowing at period end		61,928			64,520

Excess borrowing capacity at period end	$	20,510		$	17,894

Average outstanding balance during the period	$	69,907		$	83,112
Average excess borrowing capacity during the period	$	16,832		$	12,890
Maximum borrowing outstanding during the period	$	90,636		$	98,763
Minimum excess borrowing capacity during the period	$	7,017		$	3,132
Weighted average interest rate for period		3.8	%		3.7	%

In addition to the previously mentioned financing arrangements, we had other outstanding loans as of March 26, 2011, which primarily consisted of a Cdn$10.0 million seven year secured term loan from Investissement Québec that bears interest at a rate of prime plus 5.5% per annum, which equated to 8.5% at March 26, 2011 and is repayable in 48 equal payments of Cdn$208,333 beginning in April 2012; a Cdn$1.7 million non-interest bearing note payable associated with our acquisition of two Brinkhaus stores in November 2007 which was paid in full in April 2011, a Cdn$2.0 million secured term loan with Investissement Québec bearing interest at a rate of prime plus 3.5% per annum (which equated to 6.5% at March 26, 2011) and repayable in thirty-six monthly installments of Cdn$55,000, and a $5.0 million cash advance from our controlling shareholder, Montrovest. This advance is convertible into a convertible debenture or Class A voting shares in the event of a private placement or, is repayable upon demand by Montrovest once conditions stipulated in our senior

credit facilities permit such a payment. These cash advances bear interest at an annual rate of 16%, net of any withholding taxes, representing an effective interest rate of approximately 17.8%. If converted into convertible debentures or Class A voting shares, a fee of 7% of the outstanding principal amount of the cash advance shall be paid to Montrovest. Commensurate with the amendment of our senior credit facilities, in June 2011, we amended the terms of the $5.0 million cash advance, reducing the annual interest rate to 11%, net of any withholding taxes, representing an effective interest rate of approximately 12.2%. In addition, the amended terms (i) eliminated the 7% fee required to be paid to Montrovest upon conversion of the advance into a convertible debenture or Class A voting shares, (ii) eliminated the convertibility of the cash advance into a convertible debenture or Class A voting share in the event of a private placement and (iii) allowed for the one-time payment of a closing fee of $75,000.

Net cash provided by operating activities was $10.3 million during fiscal 2011 as compared to $29.2 million during fiscal 2010. The decrease in cash flows generated from operations during fiscal 2011 was primarily the result of a smaller reduction in the level of inventories and the increase in the level of accounts payable being smaller in the current fiscal year, partially offset by a decrease in our loss from operations. The decrease in inventory, though smaller than the prior year decrease, reflected our aggressive management of inventory levels in our retail stores evidenced by a 6% decrease in comparable store inventory levels. The increase in the level of accounts payable was primarily associated with an increase in the level of inventory purchases during the last two months of the fiscal year compared to the prior year.

Net cash provided by (used in) operating activities was $29.2 million during fiscal 2010 as compared to $(31,000) during fiscal 2009. The increase in cash flows generated from operations during fiscal 2010 was primarily the result of a reduction in the level of inventories and accounts receivable and a higher level of accounts payable, partially offset by the loss from operations. The decrease in inventory reflected our aggressive management of inventory levels in our retail stores and lower inventory associated with the closure of six stores during fiscal 2010. The increase in accounts payable was associated with a five-year distribution agreement with Damiani International B.V. (“Damiani”) in which we purchased $10.6 million of jewelry products with payments to be made on annual basis equal to the greater of the cost value of the products sold during the previous year or a minimum annual payment, totaling $5.6 million during the term of the agreement and the right to return up to $5.0 million of any unsold Damiani products to Damiani at the end of the term of the agreement. Funds required to make payments under this agreement are expected to be generated from the sale of products received as part of this agreement and any returns of products to Damiani in accordance with the distribution agreement.

During fiscal 2011, net cash used in investing activities was $1.6 million, consistent with the $1.6 million used during fiscal 2010. The $3.4 million decrease in net cash used in investing activities from $5.0 million in fiscal 2009 to $1.6 million in fiscal 2010 was primarily related to a decrease in store renovations and related capital expenditures during fiscal 2010 as a result of the economic slowdown in the U.S. and Canada.

Net cash used in financing activities was $8.9 million in fiscal 2011, as compared to $26.4 million during fiscal 2010. The $17.5 million reduction in cash flows used in financing activities was primarily due to a more significant reduction in the level of funding under our senior secured revolving credit facility used to finance day-to-day operations in fiscal 2010 as a result of a higher level of cash flows generated from operating activities. The $30.5 million difference in financing cash flows between fiscal 2010 and 2009, as a result of $26.4 million of net cash being used in financing activities in fiscal 2010 compared to $4.1 million in cash flows being provided by financing activities in fiscal 2009.

The following table details capital expenditures in fiscal 2011, 2010 and 2009:


	Fiscal Year Ended
	March 26, 2011		March 27, 2010		March 28, 2009
	(In thousands)
New stores and renovations	$	1,373	$	803	$	2,937
Electronic equipment, computer hardware and software		1,284		725		1,058
Furniture and fixtures		134		126		235
Manufacturing equipment		55		87		280
Other		168		147		153

Total capital expenditures(1)	$	3,014	$	1,888	$	4,663

(1)	Includes capital expenditures financed by capital leases of $322,000 in fiscal 2011, $75,000 in fiscal 2010, and $1.4 million in fiscal 2009.

Capital expenditures for fiscal 2012 are projected to be approximately $5 million and are expected to be used for items described in the preceding table. The expected source of funds for the projected fiscal 2012 capital expenditures is our senior secured revolving line of credit.

Maintenance of sufficient availability of funding through an adequate amount of committed financing is necessary for us to fund our day-to-day operations. Our ability to make scheduled payments of principal, or to pay the interest or additional interest, if any, or to fund planned capital expenditures and store operations will depend on our ability to maintain adequate levels of available borrowing and our future performance, which to a certain extent, is subject to general economic, financial, competitive, legislative and regulatory factors, as well as other events that are beyond our control. We believe that we currently have sufficient working capital to fund our operations. This belief is based on certain assumptions about the state of the economy, the availability of borrowings to fund our operations and estimates of projected operating performance. To the extent that the economy and other conditions affecting our business are significantly worse than we anticipate, we may not achieve our projected level of financial performance and we may determine that we do not have sufficient capital to fund our operations.

Research and development, patents and licenses, etc

None.

Trend information

The extensive weakening of the U.S. and global economies that began in fiscal 2009 continued into fiscal 2011. This time period mostly experienced weak macroeconomic conditions, which began to show gradual improvement in the latter part of fiscal 2010 and into fiscal 2011; however, these conditions continue to have a significant negative impact on consumer confidence and spending, including the sale of luxury retail products such as fine jewelry, timepieces and giftware. In the U.S., especially in our Florida market, the contraction in luxury retail product capacity that started in fiscal 2009 continued in fiscal 2011. The difficult retail environment which reduced demand for luxury retail products affected the luxury retail products industry as a whole, including store traffic in both our Canadian and U.S. markets.

Off-balance sheet arrangements

From time to time, we guarantee a portion of our private label credit card sales to our credit card vendor. As of March 26, 2011 and March 27, 2010, the amount guaranteed under such arrangements was approximately $5.0 million and $5.1 million, respectively. The bad debt experienced under these guarantees has not been material. See Note 12 (b) to the consolidated financial statements included in this Form 20-F for additional discussion.

Commitments and Contractual Obligations

The following table discloses aggregate information about our contractual cash obligations as of March 26, 2011 and the periods in which payments are due:


	Payments due by Period
	Total		Less Than 1 Year		1-3 Years		3-5 Years		More than 5 Years
Contractual Obligations
Debt maturities(1)	$	93,404	$	2,399	$	6,463	$	79,542	$	5,000
Operating lease obligations(2)		70,851		17,235		25,431		16,220		11,965
Capital lease obligations		18,839		1,939		3,052		1,442		12,406
Fixed rate interest expenses(3)		18,133		2,673		4,943		4,613		5,904

Total(4)	$	201,227	$	24,246	$	39,889	$	101,817	$	35,275

(1)	The senior secured revolving line of credit and the $12.5 million senior secured term loan set to expire in December 2011 are included in the 3-5 year category above as a result of being amended and extended for four years in June 2011.

(2)	The operating lease obligations do not include insurance, taxes and common area maintenance (CAM) charges to which we are obligated. CAM charges were $4,338 in fiscal 2011, $4,326 in fiscal 2010, and $4,390 in fiscal 2009.

(3)	The fixed rate interest expenses are associated with the capital lease and debt obligations disclosed above and do not include floating rate interest payable on $86.7 million of floating rate debt.

(4)	In addition to the above and as of March 26, 2011, we had $1.9 million of outstanding letters of credit.

(5)	For material changes to the specified contractual obligations occurring after March 26, 2011, please see “Liquidity and Capital Resources” above.

Leases

We lease all of our retail locations under operating leases with the exception of our Montreal store, which is under a capital lease. Additionally, we have operating leases for certain equipment.

Operating leases for store locations are expensed over the term of the initial lease period. While lease renewal periods are available on most leases, renewal periods are not included in the accounting lease term because we believe there are no punitive terms or circumstances associated with non-renewal that would reasonably assure renewal. The accounting lease term typically includes a fixturing period and the rental payments are expensed on a straight-line basis over the lease term. All reasonably assured rent escalations, rent holidays, and rent concessions are included when considering the straight-line rent to be expensed. Lease incentives are recorded as deferred rent and amortized as reductions to lease expense over the lease term. Contingent rent payments vary by lease, are based on a percentage of revenue above a predetermined sales level and are expensed when it becomes probable the sales levels will be achieved. This level is different for each location and includes and excludes various types of sales.

Leasehold improvements are capitalized and typically include fixturing and store renovations. Amortization of leasehold improvements begins on the date the asset was placed in service and extends to the lesser of the economic life of the leasehold improvement and the initial lease term. Our lease of our Montreal headquarters’ land and building is accounted for as a capital lease. We entered into a sale-leaseback transaction on the building which resulted in gross proceeds of $9,474,000 based on the foreign exchange rate on the day of the transaction (Cdn$14,250,000). The lease is for a 20-year period from the date of inception, December 12, 2000. The lease allows for several additional term extensions of the lease; however, management has only committed for the initial 20-year period. The implicit interest rate of the long-term debt associated with the capital lease is 10.74%.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions about future events and their impact on amounts reported in the financial statements and related

notes. Since future events and their impact cannot be determined with certainty, the actual results may differ from those estimates. These estimates and assumptions are evaluated on an on-going basis and are based on historical experience and on various factors that are believed to be reasonable. We have identified certain critical accounting policies as noted below.

Revenue recognition

Sales are recognized at the point of sale when merchandise is picked up by the customer or shipped. Shipping and handling fees billed to customers are included in net sales. Revenues for gift certificate sales and store credits are recognized upon redemption. Prior to recognition as a sale, gift certificates are recorded as accrued liabilities on the balance sheet. Based on historical redemption rates, certificates outstanding for more than 24 months and not subject to unclaimed property laws are recorded as income. Certificates outstanding for more than 24 months and subject to unclaimed property laws are maintained as accrued liabilities until remitted in accordance with local ordinance. Sales of consignment merchandise are recognized at such time as the merchandise is sold and are recorded on a gross basis because we are the primary obligor of the transaction, have general latitude on setting the price, have discretion as to the suppliers, are involved in the selection of the product and have inventory loss risk. Sales are reported net of returns and sales taxes. We generally give our customers the right to return merchandise purchased by them within 10 to 90 days, depending on the products sold and record a provision at the time of sale for the effect of the estimated returns. Repair sales are recorded at the time the service is rendered.

Allowance for inventory shrink and slow moving inventory

We write down inventory for estimated slow moving inventory equal to the difference between the cost of inventory and the estimated market value based on assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required.

Allowance for doubtful accounts

We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.

Asset impairment

We periodically review the estimated useful lives of our depreciable assets and changes in useful lives are made on a prospective basis unless factors indicate the carrying amounts of the assets may not be recoverable and an impairment write-down is necessary. We review our long-lived assets for impairment once events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Measurement of an impairment loss for such long-lived assets is based on the difference between the carrying value and the fair value of the asset. Assets held for sale are reported at the lower of the carrying amount or fair value less cost to sell. We recorded impairment charges of $1.4 million and $2.3 million during fiscal 2010 and 2009, respectively (see Note 3 to our consolidated financial statements). During fiscal 2011, we did not recognize any long-lived asset impairment charges in our consolidated financial statements.

Income tax assets

Management judgment is required in determining the valuation allowance recorded against deferred tax assets and we record valuation allowances when we determine that it is more-likely-than-not that such deferred tax assets will not be realized in the future. Due to uncertainty related to continued future losses, we maintained a $57.8 million valuation allowance against the full value of net deferred tax assets as of March 26, 2011 (see Note 9(a) to the consolidated financial statements in this Form 20-F). This valuation allowance could be reduced in the future based on sufficient evidence indicating that it is more likely than not that a portion of our deferred tax assets will be realized. Additionally, foreign and domestic tax authorities periodically audit our income tax returns. These audits often examine and test the factual and legal basis for positions we have taken in our tax filings with respect to our tax liabilities, including the timing and amount of deductions and the allocation of income among various tax jurisdictions (“tax filing positions”). We believe that our tax filing positions are reasonable and legally supportable. However, in specific cases, various tax authorities may take a contrary position. In evaluating the exposures associated with our various tax filing positions, we record reserves using a more-likely-than-not recognition threshold for income tax positions taken or expected to be taken. Earnings could be affected to the extent we prevail in matters for which reserves have been established or we are required to pay amounts in excess of established reserves.

Inflation

The impact of inflation on our operations has not been significant to date.

Safe Harbor

See section entitled “Forward-Looking Information” at the beginning of this Annual Report on Form 20-F.

Item 6.

Directors, Senior Management and Employees

EXECUTIVE OFFICERS AND DIRECTORS

The following table sets forth information about our executive officers and directors, and their respective ages and positions as of May 31, 2010:


Name	Age		Position
Dr. Lorenzo Rossi di Montelera		70	Chairman of the Board & Director
Thomas A. Andruskevich		60	President, Chief Executive Officer & Director
Gérald Berclaz		62	Director
Emily Berlin		64	Director
Shirley A. Dawe		64	Director
Elizabeth Eveillard		64	Director
Ann Spector Lieff		59	Director
Louis L. Roquet		68	Director
Niccolò Rossi di Montelera		38	Director
Guthrie J. Stewart		55	Director
Deborah Nicodemus		57	Executive Vice President & Chief Merchandising & Marketing Officer
Aida Alvarez		48	Senior Vice President, Merchandising
Hélène Messier		51	Senior Vice President, Human Resources
John C. Orrico		54	Senior Vice President and Chief Supply Chain Officer
Michael Rabinovitch		41	Senior Vice President & Chief Financial Officer
Albert J. Rahm, II		57	Senior Vice President, Retail Store Operations
Miranda Melfi		47	Group Vice President, Legal Affairs & Corporate Secretary

Directors

Dr. Lorenzo Rossi di Montelera , age 70, has served as Chairman of our Board of Directors since 1993, and prior to the merger, Dr. Rossi served on the board of directors of Mayors. Dr. Rossi’s term as a director of Birks & Mayors expires in 2011. He is also on the Board of Directors of Azimut S.p.A. and the Advisory Board of the Global Leadership Institute of New York. Dr. Rossi is also a director and Chairman of Gestofi S.A. and a director of Rohan Private Trust Company Limited who is the trustee of the Goldfish Trust which beneficially owns or controls all of the shares of the Company held by Montrovest. Dr. Rossi is the father-in-law of Mr. Carlo Coda-Nunziante who is our Group Vice President, Strategy & Business Development. Dr. Rossi is also the father of Mr. Niccolò Rossi, a fellow director and who, as an employee of Gestofi S.A., provides consulting services to the Company.

Thomas A. Andruskevich , age 60, has been our President and Chief Executive Officer since June 1996 and joined the Board of Directors of Birks in 1999. Mr. Andruskevich’s term as director of Birks & Mayors expires in 2011. Since August 2002, he has been the President, Chief Executive Officer, and Chairman of the board of directors of Mayors. From 1994 to 1996, he was President and Chief Executive Officer of the clothing retailer Mondi of America. From 1989 to 1994, he was Executive Vice President of International Trade & Fragrance of Tiffany & Co., and from 1982 to 1989, Mr. Andruskevich served as Senior Vice President and Chief Financial Officer of Tiffany & Co. He is also a member of the Advisory Board and of the Marketing Committee of Brazilian Emeralds, Inc. and a director of Cole Credit Priority Trust III, Inc. and of Jewelers of America.

Gérald Berclaz, age 62, has been a member of our Board of Directors since December 2009. Mr. Berclaz’s term as a director of Birks & Mayors expires in 2011. He has been a member of the board of directors of Mayors since November 2005. He has 35 years of experience in project management and industrial projects financing worldwide and held several executive positions for international Geneva-based companies. He served on boards of public and private companies both in Europe and in the U.S. He is Chairman of the Supervisory Board of Directors of Montrovest B.V. and a Director of Gestofi S.A.

Emily Berlin , age 64, has been a member of our Board of Directors since November 2005. Ms. Berlin’s term as a director of Birks & Mayors expires in 2011. She was a member of the board of directors of Mayors from October 2002 until November 14, 2005. She has also been a Senior Managing Director of Helm Holdings International since 2001, which is a member of a diversified privately owned group of companies operating principally in Central and South America where she focuses principally on the banking and energy sectors. She also currently serves on the boards of directors of a number of the Helm group of companies as well as on the board of the International Women’s Forum Florida. From 1974 to 2000, she was a member of the law firm Shearman & Sterling, becoming a partner in 1981.

Shirley A. Dawe , age 64, has been a member of our Board of Directors since 1999. Ms. Dawe’s term as a director of Birks & Mayors expires in 2011. She is also a Corporate Director and has been President of Shirley Dawe Associates Inc., a Toronto-based management consulting company specializing in the retail sector since 1986. From 1969 to 1985, she held progressively senior executive positions with Hudson’s Bay Company. Her expertise in the retail sector led to her appointment on industry-specific public task forces and to academic and not-for-profit boards of directors. Her wide management and consumer marketing experience brought Ms. Dawe to the board of directors of numerous public and private companies in Canada and the U.S. She currently serves on the board of directors of The Bon-Ton Stores, Inc. and the International Women’s Forum Canada.

Elizabeth M. Eveillard , age 64, has been a member of our Board of Directors since November 2005. Ms. Eveillard’s term as a director of Birks & Mayors expires in 2011. She was a member of the board of directors of Mayors from August 2002 until November 14, 2005 and is an independent consultant with over 30 years of experience in the investment banking industry. From 2000 to 2003, she was a consultant and Senior Managing Director, Retailing and Apparel Group, Bear, Stearns & Co., Inc. From 1988 to 2000, she served as Managing Director and Head of the Retailing Group, PaineWebber Incorporated. From 1972 to 1988 she held various positions at Lehman Brothers, including Managing Director in the Merchandising Group. She serves as a director of numerous non-profit organizations.

Ann Spector Lieff , age 59, has been a member of our Board of Directors since November 2005. Ms. Lieff’s term as a director of Birks & Mayors expires in 2011. She was a member of the board of directors of Mayors from October 2002 until November 14, 2005 and is the founder of The Lieff Company, a consulting group established in 1998, specializing in Chief Executive Officer mentoring, leadership development, corporate strategies to assist and expand organizations in the management of their business practices, and advisory services to corporate boards. She was Chief Executive Officer of SPEC’s Music from 1980 until 1998. Ms. Lieff currently serves on the board of directors of Herzfeld Caribbean Basin Fund, Hastings Entertainment, Inc and Furniture Brands International, Inc.

Louis L. Roquet, age 68, has been a director of Birks & Mayors since August 8, 2007. Mr. Roquet’s term as a director of Birks & Mayors expires in 2011. Mr. Roquet has served as General Manager of the City of Montréal since January 2010. From April 2004 to October 2009, Mr. Roquet served as President and Chief Operating Officer of Desjardins Venture Capital and was responsible for managing Desjardins’ venture capital funds together with those of Capital Regional and Cooperatif Desjardins, a publicly-traded company established in 2001 with an authorized capitalization of $1.0 billion. From 2002 to 2004, Mr. Roquet served as President and General Manager of Societe des alcools du Quebec (“SAQ”), Quebec’s Liquor Board. Prior to 2002, he held the title of President and Chief Executive Officer of Investissement Quebec, Secretary General of the City of Montréal and General Manager of Montréal Urban Community. He also serves as a director of numerous non-profit organizations.

Niccolò Rossi di Montelera, age 38, was elected to our Board of Directors in September 2010. Mr. Rossi’s term as a Director of Birks & Mayors expires in 2011. Mr. Rossi has been a consultant for Gestofi S.A. since August 2009 and provides consulting services to the Company in the areas of e-commerce, new product and brand development and wholesale in addition to being involved with the Company’s business development activities and strategic initiatives. From 2007 to 2009, he served as the Company’s Group Divisional Vice President responsible for product development, wholesale and e-commerce. From 2005 to 2006, he served as the Company’s Group Director responsible for product development. From 2002 to 2003, he worked at Regaluxe Investments SA and was responsible for the North American business development for Royale de Champagne and from 1999 to 2002, he was a Project Leader for Ferrero Group. He is a member of the Supervisory Board of Directors of Montrovest B.V. Mr. Rossi is the son of Dr Rossi, the Company’s Chairman of the Board and is the brother-in-law of Mr. Carlo Coda-Nunziante who is the Company’s Group Vice President, Strategy and Business Development.

Guthrie J. Stewart, age 55, was appointed to our Board of Directors in October 2010. Mr. Stewart’s term as a Director of Birks & Mayors expires in 2011. From 2001 to 2007, Mr. Stewart was a partner of EdgeStone Capital Partners, a Canadian private equity firm. From 1992 to 2000 he served principally as Group EVP Global Development and President and CEO of the Canadian operations of Teleglobe Inc. From 1987 to 1992, he was the Vice President, Legal and Corporate Development of BCE Mobile Inc. (currently Bell Mobility) and from 1979 to 1986, Mr. Stewart was a corporate, commercial and securities lawyer at Osler, Hoskin & Harcourt. Mr. Stewart also has been and currently is a member of a number of other corporate boards and advisory boards.

Other Executive Officers

Deborah Nicodemus , age 57, is our Executive Vice President & Chief Merchandising and Marketing Officer effective May 2, 2011. Prior to joining the Company, Ms. Nicodemus held the position of President, Merchandise Planning and Marketing at Berrnico, LLC and from 2004 to 2007, she was the Executive Vice President, Merchandise Planning, Procurement and Marketing of Whitehall Jewellers, Inc. From 2002 to 2004, she held the position of Vice President, Merchandising and Planning at The Donna Karan Company (a LVMH company) and from 1992 to 2001, she was with DFS Group Ltd (a LVMH company), most recently as Vice President, Merchandise Planning, Procurement and Allocation.

Michael Rabinovitch , age 41, is our Senior Vice President & Chief Financial Officer and has been with Birks & Mayors since August 2005. Prior to joining Birks & Mayors, Mr. Rabinovitch had been Vice President

of Finance of Claire’s Stores, Inc. since 1999. Before joining Claire’s Stores, Inc., Mr. Rabinovitch was Vice President of Accounting & Corporate Controller at an equipment leasing company. Mr. Rabinovitch spent five years with Price Waterhouse LLP, most recently as Senior Auditor. Mr. Rabinovitch is a licensed CPA and a member of the American Institute of Certified Public Accountants.

Aida Alvarez, age 48, is our Senior Vice President, Merchandising and held the position of Vice President Merchandising at Mayors since February 2001. From August 1989 to February 2001, Ms. Alvarez served as General Merchandise Manager, Divisional Merchandise Manager and Head Watch Buyer for Mayors. Prior to joining Mayors in August 1989, Ms. Alvarez worked for Zale Corporation as a Group Store Manager from 1987 to 1989.

John C. Orrico , age 54, is our Senior Vice President and Chief Supply Chain Officer and has been with Birks & Mayors since September 2003. Mr. Orrico is responsible for Manufacturing, Diamond Procurement, Product Development and Distribution, as well as the Wholesale and E-Commerce channels, Corporate Sales and Gold Exchange. Before joining Birks & Mayors and Mayors, Mr. Orrico was Group Vice President, Merchandising Supply Chain Operations at Tiffany & Co. Mr. Orrico spent 14 years at Tiffany & Co. where he developed its manufacturing and supply chain strategies and oversaw its operations.

Albert J. Rahm, II, age 57, has been our Senior Vice President, Retail Store Operations since April 2007. Prior to joining us, Mr. Rahm was the President of C.D. Peacock, a jewelry retail in Chicago from March 2006 until April 2007 and prior to that was Vice President, Retail Store Operations for Mayors since 1991 and for Birks since 2005 until March 2006. Prior to joining Mayors in 1991, Mr. Rahm owned and operated three retail jewelry stores for a fourteen-year period in Shreveport, Louisiana.

Hélène Messier, age 51, has been our Senior Vice President, Human Resources since November 2007 and prior thereto was our Vice-President, Human Resources since November 2000 when she joined Birks. Prior to joining Birks, she was Assistant General Manager of the Federation des Producteurs de Lait du Qu é bec from November 1997 to November 2000. From 1982 to 1997, she held various management positions both in operations and human resources with Bell Canada.

Miranda Melfi, age, 47, has been our Group Vice President, Legal Affairs and Corporate Secretary since April 2006. Prior to joining us, Ms. Melfi was with Cascades Inc., a publicly-traded pulp and paper company for eight years and held the position of Vice President, Legal Affairs, Boxboard Group. From 1994 to 1998, Ms. Melfi was Vice President, Legal Affairs and Corporate Secretary at Stella-Jones Inc., a publicly-traded wood products company, and from 1991 to 1994, practiced corporate, commercial and securities law with Fasken Martineau DuMoulin LLP.

COMPENSATION OF DIRECTORS AND OFFICERS

Director Compensation

During fiscal 2011, each director who was not an employee of the Company received an annual fee of $22,500 for serving on our Board of Directors and $1,350 for each Board meeting attended in person. The chairperson of each of the audit committee, compensation committee and corporate governance committee received an additional annual fee of $9,000, $7,200 and $4,500, respectively. The chairperson of any special independent committee of directors that may be established from time to time is entitled to receive $9,000 for his or her service and the other members of the committee are each entitled to receive $4,500 for their service on such committee. The aforementioned fees reflect a 10% decrease in accordance with the Company’s salary reduction program. Each director who is not an employee of the Company is entitled to receive a grant of 1,000 stock appreciation rights on April 1 of each year. The 1,000 stock appreciation rights to directors were not granted in April 2009 and 2010; however, in April 2011, 1,000 stock appreciation rights were granted to each non-employee director. All directors were reimbursed for reasonable travel expenses incurred in connection with the performance of their duties as directors.

Executive Compensation

We are a “foreign private issuer” under U.S. securities laws and not a reporting issuer under Canadian securities laws and are therefore not required to publicly disclose detailed individual information about executive compensation in our home jurisdiction. However, the executive compensation of our Chief Executive Officer, Chief Financial Officer and three other most highly compensated executive officers are detailed in our Management Proxy Circular as such document is referred to below. Under the Canada Business Corporations Act , being the statute under which we were incorporated, we are only required to provide certain information on aggregate executive compensation. The aggregate compensation paid by us to our eight executive officers in fiscal 2011 was approximately $3,057,000 (annual salary) which reflects a 10% decrease in annual salary in accordance with the Company’s salary reduction program. In February 2011, we decided to phase out our salary reduction program and, as of August 2011, general salary levels will reflect the level in effect prior to the 10% decrease.

The summary compensation table regarding our Chief Executive Officer, Chief Financial Officer and three other most highly compensated executive officers and the option/SAR grants and exercise of options tables in our Management Proxy Circular will be filed on Form 6-K with the SEC in connection with our 2011 Annual Meeting of Shareholders.

Birks & Mayors Incentive Plans

Long-Term Incentive Plan

In 2006, Birks & Mayors adopted a Long-Term Incentive Plan to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to employees and consultants and to promote the success of Birks & Mayors’ business. As of May 31, 2011, there were 43,310 cash-based stock appreciation rights that were granted to members of the Company’s Board of Directors and stock options to purchase 80,000 shares of the Company’s class A voting shares granted to four members of the Company’s senior management team under the Long-Term Incentive Plan. The stock appreciation rights outstanding under the Long-Term Incentive Plan have a weighted average exercise price of $4.82 and the stock options outstanding under the Long-Term Incentive Plan have a weighted average exercise price of $1.25.

In general, the Long-Term Incentive Plan is administered by Birks & Mayors’ Board of Directors or a committee designated by the Board of Directors (the “Administrator”). Any employee or consultant selected by the Administrator is eligible for any type of award provided for under the Long-Term Incentive Plan, except that incentive stock options may not be granted to consultants. The selection of the grantees and the nature and size of

grants and awards are wholly within the discretion of the Administrator. The Long-Term Incentive Plan provides for the grant of incentive stock options that qualify under Section 422 of the Code and non-statutory options, stock appreciation rights, restricted stock awards, restricted stock units and performance unit or share awards, as such terms are defined in the Long-Term Incentive Plan.

The Long-Term Incentive Plan authorizes the issuance of 900,000 Class A voting shares, which consists of authorized but unissued Class A voting shares. In the event of a stock dividend, stock split, reverse stock split, combination or reclassification or similar transaction or other change in corporate structure affecting Class A voting shares, adjustments will be made to the Long-Term Incentive Plan.

We cannot issue Class A voting shares or awards under the Long-Term Incentive Plan if such issuance, when combined with the Class A voting shares issuable under any of our other equity incentive award plans and all other Class A voting shares issuable under the Long-Term Incentive Plan would exceed 1,304,025 Class A voting shares, unless the issuance of such shares or awards in excess of this limit is approved by the shareholders of the Company. However, this limit shall not restrict the Company to issue awards under the Long-Term Incentive Plan that are payable other than in shares, including cash-settled stock appreciation rights.

In the event of a change in control of Birks & Mayors, the Administrator, at its sole discretion, may determine that all outstanding awards shall become fully and immediately exercisable and vested. In the event of dissolution or liquidation of Birks & Mayors, the Administrator may, at its sole discretion, declare that any stock option or stock appreciation right shall terminate as of a date fixed by the Administrator and give the grantee the right to exercise such option or stock option right.

In the event of a merger or asset sale or other change in control, as defined by the Long-Term Incentive Plan, the administrator may, in its sole discretion, take any of the following actions or any other action the administrator deems to be fair to the holders of the awards:

•

Provide that all outstanding awards upon the consummation of such a merger or sale shall be assumed by, or an equivalent option or right shall be substituted by, the successor corporation or parent or subsidiary of such successor corporation;

•

Prior to the occurrence of the change in control, provide that all outstanding awards to the extent they are exercisable and vested shall be terminated in exchange for a cash payment equal to the change in control price; or

•

Prior to the occurrence of the change in control, provide for the grantee to have the right to exercise the award as to all or a portion of the covered stock, including, if so determined by the administrator, in its sole discretion, shares as to which it would not otherwise be exercisable.

Employee Stock Purchase Plan

In 2006, Birks & Mayors adopted an Employee Stock Purchase Plan (“ESPP”), which was approved in February 2006. The ESPP permits eligible employees, which do not include executives of Birks & Mayors Inc., to purchase our Class A voting shares from Birks & Mayors at 85% of their fair market value through regular payroll deductions. A total of 100,000 shares of our Class A voting shares are reserved for issuance under the ESPP. As of May 31, 2011, 99,995 shares have been issued under the ESPP and no additional shares will be issued under this plan.

Birks Employee Stock Option Plan

Effective May 1, 1997, Birks adopted an Employee Stock Option Plan (the “Birks ESOP”) designed to attract and retain the services of selected employees or non-employee directors of Birks or its affiliates who are in a position to make a material contribution to the successful operation of our business. The Birks ESOP was

amended as of June 20, 2000. Effective as of November 15, 2005, no awards will be granted under the Birks ESOP. However, the Birks ESOP will remain in effect until the outstanding awards thereunder terminate or expire by their terms. As of May 31, 2011, there were 9,062 Class A voting shares underlying options granted under the Birks ESOP following the Offer to Amend (as described below). The options outstanding under the Birks ESOP have a weighted average exercise price of $2.03.

Mayors Equity-Incentive Plans

1991 Stock Option Plan and Long-Term Incentive Plan

The Company has outstanding employee stock options and SARs issued to employees and members of the Board of Directors of Mayors under the 1991 Stock Option Plan (“the 1991 Plan”) and the Long-Term Incentive Plan (the “Mayor’s LTIP”) approved by the former Board of Directors of Mayors. Under these plans, the option price was required to equal the market price of the stock on the date of the grant or in the case of an individual who owned 10% or more of the common stock of Mayors, the minimum price was to be set at 110% of the market price at the time of issuance. Options granted under these programs generally became exercisable from six months to three years after the date of grant, provided that the individual was continuously employed by Mayors, or in the case of directors, remained on the Board of Directors. All options generally expired no more than ten years after the date of grant. No further awards will be granted under these plans. However, these plans will remain effective until the outstanding awards issued under the plans terminate or expire by their terms. As of May 31, 2011, there were 21,737 and 224,240 voting shares underlying awards granted under the Mayor’s LTIP and the 1991 Plan, respectively following the Offer to Amend (as described below). The awards outstanding under the Mayor’s LTIP and the 1991 Plan have a weighted average exercise price of $1.00 and $7.40, respectively.

Stock Option Amendments

The Company entered into an Amendment to Employment Agreement with Mr. Thomas Andruskevich, the Company’s Chief Executive Officer, dated March 16, 2010, to cancel the outstanding options to purchase 509,121 Class A voting shares referenced in his employment agreement, dated April 16, 2008, including the anti-dilutive feature thereunder. In addition, the Company entered into an Amendment to Employment Agreement with Mr. Andruskevich dated March 16, 2010 (the “Amendment”), granting a new stock option providing Mr. Andruskevich the right to purchase 242,944 Class A voting shares at an exercise price equal to US$1.00. The Amendment also provides that in the event of a going-private transaction, the new option will remain outstanding and will be exercisable for a cash payment instead of Class A voting shares.

The Company also entered into an Amendment to the Stock Appreciation Rights Agreement with Mr. Andruskevich dated March 16, 2010 and an Amendment to the Stock Appreciation Rights Agreement with Mr. Rabinovitch, the Company’s Chief Financial Officer, dated March 16, 2010, relating to the amendment of certain outstanding stock appreciation rights held by such individuals. The amended stock appreciation rights have the same terms as the existing stock appreciation rights except that there has been a reduction in the exercise price, a reduction in the number of Class A voting shares that are subject to the amended stock appreciation rights, a new ten year term and certain new provisions relating to a change in control, a liquidation or dissolution and a going-private transaction of the Company.

On March 18, 2010, the Company filed with the SEC a Tender Offer Statement on Schedule TO which included therein an “Offer to Amend Certain Outstanding Options” (the “Offer to Amend”), the whole relating to an offer by the Company to its current employees and subsidiaries’ employees to amend certain of their outstanding options to purchase the Company’s Class A voting shares. Only options granted under the Henry Birks & Sons Inc. Employee Stock Option Plan effective as of May 1, 1997 and amended as of June 20, 2000 and Mayor’s Jewelers, Inc. 1991 Amended Stock Option Plan, with an exercise price per share greater than $4.00 (in the currency in which such option was granted) that remained outstanding as of the expiration of the offer on April 16, 2010, were eligible to be amended in the offer. Pursuant to the Offer to Amend, the Company received,

as of April 16, 2010, tendered eligible stock options covering 85,786 shares of its Class A voting shares and provided amended options to purchase up to 12,077 shares of the Company’s Class A voting shares, thereby reducing the number of shares issuable upon exercise of outstanding options by 73,709 shares. The amended stock options have exactly the same terms as the eligible stock options, but they are exercisable for a lesser number of Class A voting shares, they have a new exercise price of $1.05 per share, a new ten-year term, and different terms in the event of a change in control, going-private transaction, or a liquidation or dissolution of the Company, as described in the Offer to Amend.

BOARD PRACTICES

Our bylaws state that the Board of Directors will meet immediately following the election of directors at any annual or special meeting of the shareholders and as the directors may from time to time determine. See “Item 10. Additional Information—Articles of Incorporation and By-laws.”

Under our Articles of Incorporation, our directors serve one-year terms although they will continue in office until successors are appointed. None of the members of our Board has service agreements providing for benefits upon termination of employment, except for Mr. Andruskevich. See “Item 10 Additional Information—Material Contracts—Employment Agreements.”

During fiscal 2011, our Board of Directors held a total of six board of directors meetings and twenty-five committee meetings. During such period, nine out of the current ten directors attended 100% of the meetings of the Board of Directors, one director attended 83% of the Board meetings.

Our Board of Directors is supported by committees, which are working groups that analyze issues and provide recommendations to the Board of Directors regarding their respective areas of focus. The executive officers interact periodically with the committees to address management issues. During fiscal 2011, our Board of Directors was composed of the following four main committees. The Board of Directors may from time to time also create special committees of the Board as needed.

1. Audit Committee . We have a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The audit committee operates under a written charter adopted by the Board of Directors. The audit committee reviews the scope and results of the annual audit of our consolidated financial statements conducted by our independent auditors, the scope of other services provided by our independent auditors, proposed changes in our financial accounting standards and principles, and our policies and procedures with respect to its internal accounting, auditing and financial controls. The audit committee also examines and considers other matters relating to our financial affairs and accounting methods, including selection and retention of our independent auditors. During fiscal 2011, the audit committee held three meetings and all members of the audit committee attended these meetings during such period except for one member who attended 67% of the meetings. During fiscal 2011, the audit committee was comprised of Louis Roquet (Chair), Emily Berlin and Ann Spector Lieff, each of whom was financially literate and an independent (as defined by the NYSE Amex listing standards and SEC rules), non-employee director of Birks & Mayors. We have determined that Louis Roquet is financially sophisticated and have waived the requirement for the present time under the audit committee’s charter that at least one member of the audit committee be designated as an “audit committee financial expert” as this term is defined under SEC rules. Neither the SEC nor the NYSE Amex requires us to designate an “audit committee financial expert” and we have not determined that any of our current directors would qualify as such.

2. Compensation Committee . We have a standing compensation committee. The compensation committee operates under a written charter adopted by the Board of Directors. The purpose of the compensation committee is to recommend to the Board of Directors executive compensation, including base salaries, bonuses and long-term incentive awards for the Chief Executive Officer and certain other executive officers of Birks & Mayors.

Certain decisions regarding compensation of certain other executive officers are reviewed by the compensation committee. During fiscal 2011, the compensation committee held ten meetings and all of the members of the compensation committee attended these meetings during such period except for one member who attended 90% of the meetings. During fiscal 2011, the compensation committee was comprised of Shirley Dawe (Chair), Ann Spector Lieff, and Guthrie J. Stewart, who replaced Peter O’Brien in October 2010. Every member of the Compensation Committee was an independent (as defined by the NYSE Amex listing standards), non-employee director of Birks & Mayors.

3. Corporate Governance Committee . We have a standing corporate governance committee which has also assumed the functions of a nominating committee in accordance with the SEC rules and NYSE Amex listing requirements on nominating committees. The corporate governance committee is responsible for overseeing all aspects of our corporate governance policies. The corporate governance committee is also responsible for the oversight and review of all related party transactions and for nominating potential nominees to the Board of Directors. Our policy with regard to the consideration of any director candidates recommended by a shareholder is that we will consider such candidates and evaluate such candidates by the same process as candidates identified by the corporate governance committee. During fiscal 2011, the corporate governance committee held five meetings and all members of the corporate governance committee attended these meetings during such period except for one member who attended 80% of the committee meetings. Our corporate governance committee is comprised of three directors and operates under a written charter adopted by the Board of Directors. The current members are Emily Berlin (Chair), Louis Roquet, and Guthrie J. Stewart, who replaced Peter O’Brien in October 2010. Every member of the Corporate Governance Committee is an independent (as defined by the NYSE Amex listing standards), non-employee director of Birks & Mayors.

4. Executive Committee . We have a standing executive committee. The executive committee operates under a written charter adopted by the Board of Directors. The purpose of the executive committee is to provide a simplified review and approval process in between meetings of the Board of Directors for certain corporate actions. The intent of the executive committee is to facilitate our efficient operation with guidance and direction from the Board of Directors. The goal is to provide a mechanism that can assist in our operations, including but not limited to, the monitoring of the implementation of policies, strategies and programs. In addition, the executive committee’s mandate is to assist the Board with respect to the development, continuing assessment and execution of the Company’s strategic plan. The executive committee is comprised of at least three members of the Board of Directors. Vacancies on the committee are filled by majority vote of the Board of Directors at the next meeting of the Board of Directors following the occurrence of the vacancy. The current members of the executive committee are: Dr. Lorenzo Rossi di Montelera (Chair), Thomas A. Andruskevich, Elizabeth Eveillard, Gérald Berclaz and Niccolò Rossi di Montelera. During fiscal 2011, the executive committee held seven meetings. All of the members of the executive committee attended these meetings during such period.

EMPLOYEES

As of March 26, 2011, we employed approximately 831 persons. None of our employees are governed by a collective bargaining agreement with a labor union. We believe our relations with our employees are good and we intend to continue to place an emphasis on recruiting, training, retraining and developing the best people in our industry.

Retail employees include only those employees within our retail selling locations, while administration includes all other activities including corporate office, merchandising, supply chain operations and corporate sales. The table below sets forth headcount by category and geographic location for the periods indicated:


	Canada		U.S.		Total
As of March 26, 2011:
Administration		219		111		330
Retail		290		211		501

Total		509		322		831

As of March 27, 2010:
Administration		206		114		320
Retail		330		223		553

Total		536		337		873

As of March 28, 2009:
Administration		211		131		342
Retail		332		261		593

Total		543		392		935

SHARE OWNERSHIP

The following table sets forth information regarding the beneficial ownership of our Class A voting shares as of May 31, 2011 by each executive officer and each director:


Name of Beneficial Owner	Number of Class A Voting Shares Beneficially Owned		Percentage of Beneficially Owned
Dr. Lorenzo Rossi di Montelera(1)		9,346		*
Thomas A. Andruskevich(2)		562,434		13.4	%
Gérald Berclaz		16,667		*
Shirley A. Dawe(3)		870		*
Emily Berlin(4)		47,821		1.3	%
Elizabeth Eveillard(5)		91,296		2.5	%
Ann Spector Lieff(6)		8,693		*
Louis L. Roquet		—		—
Niccolò Rossi di Montelera		—		—
Guthrie J. Stewart		—		—
Joe Keifer(7)		102,782		2.7	%
Michael Rabinovitch(8)		4,347		*
John Orrico(9)		1,869		*
Albert J. Rahm, II		—		—

*	Less than 1%.

(1)	Includes (a) options to purchase 4,346 Class A voting shares which are currently exercisable or exercisable within 60 days at exercise prices ranging from $3.23 to $8.98 per share and expire over a period from October 1, 2012 to January 1, 2015, and (b) an option for

5,000 Class A voting shares at an exercise price Cdn$7.73 per share and expires on April 23, 2014. Dr. Rossi is a beneficiary of the Goldfish Trust. The Goldfish Trust beneficially owns or controls 7,717,970 Class A voting shares to which Montrovest would be entitled upon conversion of the Class B multiple voting shares held by Montrovest. Dr. Rossi is also a director of Rohan Private Trust Company Limited, the trustee of the Goldfish Trust. In certain circumstances, Dr. Rossi may be delegated the authority from the Trustee of the Goldfish Trust to vote the shares held by Montrovest. Holders of Class B multiple voting shares are entitled to ten votes for each Class B multiple voting share held, whereas holders of Class A voting shares are entitled to one vote per Class A voting share held. Dr. Rossi expressly disclaims beneficial ownership over the shares held by Montrovest.

(2)

Includes (a) an option to purchase 242,944 Class A voting shares which is exercisable at a price of $1.00 per share and expires either two years after termination of employment for any reason or ten years after retirement, (b) an option to purchase 130,425 Class A voting shares exercisable at a price of $3.23 per share and expires either two years after termination of employment or ten years after retirement, (c) warrants to purchase 131,209 Class A voting shares exercisable at a price of $3.34 per share and expire on August 20, 2022, (d) 17,390 SARs that are exercisable at an exercise price of $1.00 per share and expire on March 16, 2020, and (e) 40,466 Class A voting shares.

(3)	Includes 870 Class A voting shares.

(4)	Includes (a) an option to purchase 869 Class A voting shares exercisable at a price of $8.98 per share, which expires January 1, 2015, and (b) 46,952 Class A voting shares.

(5)	Includes (a) options to purchase 1,738 Class A voting shares exercisable at prices raging from $7.14 to $8.98 which expire over a period from January 1, 2014 to January 1, 2015, (b) 2,608 Class A voting shares held directly, and (c) 86,950 Class A voting shares owned by her husband.

(6)	Includes (a) options to purchase 1,738 Class A voting shares exercisable at prices ranging from $7.14 to $8.98, which expire over a period from October 1, 2012 to January 1, 2015, and (b) 6,955 Class A voting shares.

(7)

Includes (a) options to purchase 43,475 Class A voting shares exercisable at a price of $3.23 and expire on May 6, 2012, (b) warrants to purchase 48,110 Class A voting shares exercisable at prices ranging from $3.34 to $6.21 and expire on August 20, 2022 and (c) 11,197 Class A voting shares. Mr. Keifer retired from the Company on May 6, 2011.

(8)	Includes stock appreciation rights to purchase 4,347 Class A voting shares which are exercisable at an exercise price of $1.00 per share and expire on March 16, 2020 and options to purchase 25,000 Class A voting shares exercisable at a price of $1.25.

(9)	Includes options to purchase 1,869 Class A voting shares which are exercisable at a price of $1.05 per share and expire on April 16, 2020.

For arrangements involving the issuance or grant of options or shares of the Company to such named executive officers and other employees, see above under the heading “Compensation of Directors and Officers” and Item 10. “Additional Information—Material Agreements—Employment Agreements.”

Item 7.

Major Shareholders and Related Party Transactions

MAJOR SHAREHOLDERS

The following table sets forth information regarding the beneficial ownership of our Class A voting shares as of May 31, 2011 by each person or entity who beneficially owns 5% or more of outstanding voting securities, including the Class A voting shares and Class B multiple voting shares. The major shareholders listed with Class B multiple voting shares are entitled to ten votes for each Class B multiple voting share held, whereas holders of Class A voting shares are entitled to one vote per Class A voting share held. Unless otherwise indicated in the table, each of the individuals named below has sole voting and investment power with respect to the voting shares beneficially owned by them. The calculation of the percentage of outstanding shares is based on 3,673,615 Class A voting shares and 7,717,970 Class B multiple voting shares outstanding on May 31, 2011, adjusted where appropriate, for shares of stock beneficially owned but not yet issued.

Beneficial ownership is determined under rules issued by the SEC. Under these rules, beneficial ownership includes any of the Class A voting shares or Class B multiple voting shares as to which the individual or entity has sole or shared voting power or investment power and includes any shares as to which the individual or entity has the right to acquire beneficial ownership within 60 days through the exercise of any warrant, stock option or other right. The inclusion in this Annual Report of such voting shares, however, does not constitute an admission that the named individual is a direct or indirect beneficial owner of such voting shares. The voting shares that a person has the right to acquire within 60 days of May 31, 2011 are deemed outstanding for the purpose of calculating the percentage ownership of such person, but are not deemed outstanding for the purpose of calculating the percentage owned by any other person listed. For information regarding entities or persons that directly or indirectly control us, see “Item 3. Key Information—Risk Factors—Risks Related to the Company.”


Name of Beneficial Owner(1)	Number of Class A Voting Shares Beneficially Owned		Percentage of Beneficially Owned
Goldfish Trust(2)		7,717,970		67.8	%
Rohan Private Trust Company Limited(3)		7,717,970		67.8	%
Thomas A. Andruskevich(4)		562,434		13.4	%
Montrovest BV(5)		7,717,970		67.8	%
Prime Investments S.A.(6)		1,536,047		41.8	%
Dr. Robert B. Eckhardt(7)		262,000		7.1	%
Dr. Caroline D. Eckhardt(7)		262,000		7.1	%

(1)	Unless otherwise noted, each person has sole voting and investment power over the shares listed opposite his or her name.

(2)

Includes 7,717,970 Class A voting shares to which Montrovest would be entitled upon conversion of the Class B multiple voting shares held by Montrovest. The Class B multiple voting shares entitle the holder to ten votes for each Class B multiple voting share held and each Class B multiple voting share is convertible into one Class A voting share. The shares held by Montrovest are beneficially owned by the Goldfish Trust. Dr. Rossi who is the Company’s Chairman of the Board of Directors is a director of Rohan Private Trust Company, the trustee of the Goldfish Trust, and a beneficiary of the Goldfish Trust. In certain circumstances, Dr. Rossi may be delegated the authority from the Trustee of the Goldfish Trust to vote the shares held by Montrovest.

(3)

Trustee of the Goldfish Trust. Includes 7,717,970 Class A voting shares to which Montrovest would be entitled upon conversion of the Class B multiple voting shares held by Montrovest. The Class B multiple voting shares entitle the holder to ten votes for each Class B multiple voting share held and each Class B multiple voting share is convertible into one Class A voting share.

(4)	Includes (a) options and SARs to purchase 390,759 Class A voting shares, (b) warrants to purchase 131,209 Class A voting shares, and (c) 40,466 Class A voting shares.

(5)

Comprised of 7,717,970 Class A voting shares to which Montrovest would be entitled upon conversion of the Class B multiple voting shares held by Montrovest. The Class B multiple voting shares entitle the holder to ten votes for each Class B multiple voting share held and each Class B multiple voting share is convertible into one Class A voting share.

(6)	The Company has been advised that Osiya Trust Co. PTE. Ltd., as Trustee of Pine Trust and The Beech Settlement, exercises voting and investment control over the securities held of record by Prime Investments S.A.

(7)	The Company has been advised that Dr. Robert B. Eckhardt and Dr. Caroline D. Eckhardt share dispositive and voting power over 262,000 Class A voting shares.

As of May 31, 2011, there were a total of 302 holders of record of our class A voting shares, of which 228 were registered with addresses in the United States. Such United States record holders were, as of such date, the holders of record of approximately 75% of our outstanding Class A voting shares. The number of record holders in the United States is not representative of the number of beneficial holders nor is it representative of where such beneficial holders are resident since many of these ordinary shares were held of record by brokers or other nominees. None of our Class B multiple voting shares are held in the United States.

RELATED PARTY TRANSACTIONS

Diamond Supply Agreement

On August 15, 2002, Birks entered into a Diamond Inventory Supply Agreement with Prime Investments S.A. and a series of conditional sale agreements with companies affiliated with Prime Investments S.A. pursuant to which Prime Investments S.A., a related party, is entitled to supply Birks and its subsidiaries or affiliates with at least 45%, on an annualized cost basis, of such company’s aggregate loose diamond requirements, conditional upon the prices remaining competitive relative to market and needs in terms of quality, cut standards and specifications being satisfied. During fiscal 2011, Birks purchased approximately $2.5 million of diamonds and finished goods from Prime Investments S.A. and related parties. Prime Investments S.A. beneficially owns 41.8% of the outstanding Class A voting shares of Birks & Mayors.

Management Consulting Services Agreement

On February 10, 2006, our Board of Directors approved the Company’s entering into a Management Consulting Services Agreement with Montrovest B.V. (formerly Iniziativa S.A.). Under the agreement, Montrovest provided advisory, management and corporate services to the Company. The initial one-year term of the agreement began on April 1, 2006 and was extended until December 2008. Subsequent to December 2008, the agreement was no longer in force. In June 2011, the parties entered into an amended and restated management consulting services agreement. Under the amended and restated agreement, the Company pays Montrovest an annual retainer fees of €140,000 in exchange for services related to the raising of capital for international expansion projects and such other services relating to merchandising and/or marketing of the Company’s products as the Company may request. The agreement will remain in effect until June 2012 and will be extended automatically for successive terms of one year unless either party gives a 60 day notice of its intention not to renew. The yearly renewal of the agreement is subject to the review and approval of the Company’s Corporate Governance Committee and the Board. One of the Company’s directors, Dr. Lorenzo Rossi di Montelera was affiliated with Iniziativa. Iniziativa was the controlling shareholder of the Company until it transferred the shares it held in the Company to Montrovest, its parent company, on May 31, 2007. On October 29, 2007, Iniziativa assigned the agreement, with the approval of the Company, to Montrovest. Mr. Berclaz, one of the Company’s directors, is the Chairman of the Supervisory Board of Directors of Montrovest and Mr. Coda-Nunziante, the Company’s Group Vice President, Strategy and Business Development, is a managing director of Montrovest. No fees were paid by us to Montrovest and its predecessor, Iniziativa, in fiscal 2011 and fiscal 2010. Our Board of Directors approved our entering into the agreement and amendments with Montrovest in accordance with our Code of Conduct relating to related party transactions.

Management Subordination Agreement

On December 17, 2008, we entered into a management subordination agreement with Montrovest and our senior lenders whereby we were permitted, subject to applicable law and approval of our corporate governance committee, to pay Montrovest a success fee in the event that we actually receive net cash proceeds from an equity issuance in an amount greater than $5 million in the aggregate due to efforts of Montrovest to facilitate such equity issuance. Such success fee was to be calculated as follows: (i) 7% of the net cash proceeds of such equity issuance in an amount greater than $5 million received by us to be paid upon receipt thereof by us; and (ii) in the event that the net cash proceeds from such equity issuance was an amount greater than $10 million, then in addition to the 7% fee, a monthly management fee of $25,000 continuing through December 30, 2012; provided that such fees would not exceed in the aggregate $800,000 per year (collectively, the “Success Fee”). In June 2011, subsequent to year end and in conjunction with the amendment and extension of our senior credit facilities and Montrovest cash advance agreements, the management subordination agreement was amended and restated to eliminate the Success Fee and to allow the Company to pay Montrovest the annual retainer fee under the Management Consulting Services Agreement described in the immediately preceding paragraph.

Cash Advance Agreement

In February 2009 and May 2009, we received $2.0 million and $3.0 million, respectively, in the form of cash advances from our controlling shareholder, Montrovest, to finance our working capital needs and for general corporate purposes. These advances and any interest thereon are subordinated to the indebtedness of our existing senior credit facilities and secured term loans and were convertible into a convertible debenture or Class A voting shares in the event of a private placement or, are repayable upon demand by Montrovest subject to the conditions stipulated in our senior credit facilities. These cash advances bore interest at an annual rate of 16%, net of any withholding taxes, representing an effective interest rate of approximately 17.8%. If converted into convertible debentures or Class A voting shares, a fee of 7% of the outstanding principal amount of the cash advance would have been paid to Montrovest. In June 2011, the cash advance agreement were amended and restated reducing the annual interest rate to 11%, net of any withholding taxes, representing an effective interest rate of approximately 12.2% and removing the requirement to pay a 7% fee to Montrovest upon conversion into convertible debentures or Class A voting shares. In addition, the amended and restated cash advance agreements provide for a one-time payment of an amendment fee of $75,000.

Consulting Services Agreement

On June 30, 2009, our Company’s Board of Directors approved our Company entering into a consulting services agreement with Gestofi S.A. (“Gestofi”) in accordance with our Company’s Code of Conduct relating to related party transactions. Under the agreement, Gestofi undertook to assign Mr. Niccolò Rossi di Montelera as the employee of Gestofi responsible for providing the consulting services related to the development of our Company’s e-commerce, new product development, wholesale business and such other services reasonably requested by our Chief Executive Officer or Chairman (collectively, the “Consulting Services”). The Consulting Services are provided to our Company for a fee of approximately Cdn$13,700 per month less any applicable taxes plus out of pocket expenses. The initial one-year term of the agreement began on August 1, 2009 and was recently renewed in June 2011 for an additional year until July 2012. The agreement may be renewed for additional one year terms. Mr. Niccolò Rossi di Montelera is a member of our Company’s Board of Directors and the son of Dr. Rossi, our Chairman and the Chairman of Gestofi.

Reimbursement Letter Agreement

In accordance with our Company’s Code of Conduct related to related party transactions, in April 2010 and 2011, our Corporate Governance Committee and Board of Directors approved the reimbursement to Regaluxe S.r.l. of expenses, such as rent, communication, administrative support and analytical service costs, incurred in supporting Dr. Lorenzo Rossi di Montelera, our Chairman, for work performed on behalf of the Company, up to a yearly maximum of $250,000. During fiscal 2011, the Company paid $238,000 to Regaluxe S.r.l. under this agreement.

Distribution Agreement

In April 2011, our Corporate Governance Committee and Board of Directors approved the Company’s entering in a Wholesale and Distribution Agreement with Regaluxe S.r.l. Under the agreement, Regaluxe S.r.l. is to provide services to the Company to support the distribution of the Company’s products in Italy through authorized dealers. The initial one-year term of the agreement began on June 1, 2011. Under this agreement, the Company pays Regaluxe S.r.l. a net price for the Company’s products equivalent to the price, net of taxes, for the products paid by retailers to Regaluxe S.r.l. less a discount factor of 3.5%. The agreement will remain in effect until May 30, 2012, and may be renewed by mutual agreement for additional one year terms.

Leases with Ivanhoe Cambridge

In February 2010, Lorna Telfer, the wife of one our directors at the time, Peter O’Brien, was appointed Senior Vice President, General Counsel and Secretary of Ivanhoe Cambridge, one of our landlords in Canada. We have approximately seven out of our 61 real estate leases with Ivanhoe Cambridge. Since Ms. Telfer’s appointment through the end of Peter O’Brien’s term on the Board in October 2010, no new leases or lease amendments or renewals had been entered into with Ivanhoe Cambridge. However, we regularly made lease payments to Ivanhoe Cambridge in accordance with leases that were currently in place.

Item 8.

Financial Information

Consolidated Financial Statements

See Item 18. “Financial Statements.”

Dividend Policy

For a discussion of our dividend policy, see Item 3. “Key Information—Dividends and Dividend Policy.”

Legal Proceedings

We are from time to time involved in litigation incident to the conduct of our business. Although such litigation is normally routine and incidental, it is possible that future litigation can result in large monetary awards for compensatory or punitive damages. We believe that no litigation that is currently pending or threatened will have a material adverse effect on our financial condition.

Significant Changes

No significant changes have occurred since the date of the annual financial statements included in this Annual Report, except in June 2011, we amended our senior secured revolving credit facility and term loan facility. For more information, please see “Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources.”

Item 9.

The Offer and Listing

TRADING MARKET

Effective November 15, 2005, our Class A voting shares were listed and began to trade on the NYSE Amex under the symbol “BMJ.” The following table sets forth, for all recently completed full financial years since we began trading on the NYSE Amex, the reported high and low sale prices for the Class A voting shares:

Birks & Mayors Inc. Highest/Lowest Stock Price

for the Five Most Recent Full Financial Years


Fiscal year	Highest		Lowest
2011	$	6.20	$	0.70
2010	$	1.80	$	0.26
2009	$	4.33	$	0.20
2008	$	8.46	$	3.97
2007	$	9.60	$	6.05

The following table sets forth, for each of the most recent six months, the reported high and low sale prices for the Class A voting shares:

Birks & Mayors Inc. Highest/Lowest Stock Price for the Most Recent Six Months


Month	Highest		Lowest
January 2011	$	1.52	$	1.31
February 2011	$	1.55	$	1.25
March 2011	$	1.72	$	1.25
April 2011	$	1.69	$	1.26
May 2011	$	1.55	$	1.15
June 2011	$	1.42	$	1.05

The following table sets forth, for each quarter in fiscal 2011 and 2010 and any subsequent period, the reported high and low sale prices for the Class A voting shares:

Birks & Mayors Inc. Highest/Lowest Stock Price

for Each Quarter in fiscal 2011 and 2010 and Any Subsequent Period


Subsequent Period	Highest		Lowest
Quarter ended June 2011	$	1.69	$	1.05

Fiscal 2011
Quarter ended March 2011	$	1.72	$	1.25
Quarter ended December 2010	$	1.60	$	1.04
Quarter ended September 2010	$	1.70	$	1.00
Quarter ended June 2010	$	6.20	$	0.70

Fiscal 2010
Quarter ended March 2010	$	1.24	$	0.61
Quarter ended December 2009	$	1.80	$	0.52
Quarter ended September 2009	$	0.80	$	0.33
Quarter ended June 2009	$	0.80	$	0.26

Item 10.

Additional Information

ARTICLES OF INCORPORATION AND BY-LAWS

Our Articles of Incorporation do not restrict the type of business that we may carry on. A copy of our Articles of Incorporation and our By-laws are contained in exhibits to the F-4 registration statement (File No. 333-126936) that we filed with the SEC on September 29, 2005, and which we incorporate by reference herein (“F-4”). Additionally, certain rights of our shareholders pursuant to our Articles of Incorporation, our By-laws and the Canada Business Corporations Act were set out in the F-4 and we refer you to the headings therein entitled “Description of Birks Capital Stock” and “Comparison of Stockholder Rights.”

MATERIAL CONTRACTS

We have not entered into any material contract other than in the ordinary course of business and other than those described below or in Items 4, 5, 7 and 19 of this Annual Report on Form 20-F.

Employment Agreements

Thomas A. Andruskevich

Thomas A. Andruskevich is employed by Birks & Mayors, as well as by its subsidiary, Mayors. Accordingly, we have two employment agreements with Mr. Andruskevich, one of which is through Mayors. On April 21, 2011, the Company and Mayors, respectively, each entered into an Addendum to Employment Agreement with Mr. Andruskevich, extending the employment agreement indefinitely on the same terms and conditions until either party provides ninety days prior written notice to the other to terminate the employment agreement. The termination date cannot be prior to March 31, 2012, and as such, the notice of termination cannot be given prior to December 31, 2011.

Birks Employment Agreement

Under the employment agreement, Mr. Andruskevich serves as President and Chief Executive Officer of Birks & Mayors and receives an annual base salary and an income bonus, which will be adjusted based upon the achievement of certain net income goals by Birks & Mayors in the preceding year set forth in our annual profit plan and strategic plan. Under the agreement, Mr. Andruskevich’s minimum base salary is $663,916 increased from $662,000 from the previous year due to a pre-existing performance based criteria. Additionally, Mr. Andruskevich will receive an annual performance bonus based upon the achievement of specific performance criteria, which are set each year by our compensation committee. Mr. Andruskevich is also entitled to certain benefits such as life insurance, health, dental and disability insurance, financial planning expenses and other reasonable expenses. Under his employment agreement since May 15, 1996, Mr. Andruskevich received three separate grants of stock options, namely, (i) an option with an anti-dilutive feature to subscribe for a number of our Class A voting shares which, immediately following their issue, would represent 2% of our issued and outstanding shares of capital stock (on a fully diluted basis); (ii) an option to subscribe for 126,272 Class A voting shares; and (iii) an option to subscribe for 126,266 Class A voting shares. Each such option was exercisable for a period of 10 years following retirement or two years after termination of his employment.

We entered into an Amendment to Employment Agreement with our Chief Executive Officer, Thomas Andruskevich, dated March 16, 2010, to cancel the outstanding options for 509,121 Class A voting shares at exercise prices ranging from Cdn$6.00 to Cdn$7.00 per share held by Mr. Andruskevich, including the anti-dilutive feature, referenced in his employment agreement dated April 16, 2008. In addition, we entered into an Amendment to Employment Agreement with Mr. Andruskevich dated March 16, 2010, granting a new stock option providing Mr. Andruskevich the right to purchase 242,944 Class A voting shares at an exercise price equal to US$1.00 per share. This amendment also provides that in the event of a going-private transaction, the new option will remain outstanding and will be exercisable for a cash payment instead of Class A voting shares. The cash payment will be equal to the fair market value of the Class A voting shares on the date of exercise reduced by the exercise price applicable to such new option.

Pursuant to Mr. Adruskevich’s employment agreement with the Company, the Company may terminate Mr. Andruskevich’s employment with just and sufficient cause for such termination. If the Company desires to terminate the agreement, the Company must provide Mr. Andruskevich with a ninety days notice, provided, however that such notice of termination cannot provide for a termination date prior to March 31, 2012. If the Company wishes to terminate the agreement and Mr. Andruskevich is unable to find suitable employment for a period of up to twelve months from the date of termination, the Company must compensate Mr. Andruskevich and entitle him to benefits through the date of termination and for a period of up to twelve months by continuing

to pay him a base salary, a monthly bonus calculated by taking the average bonus for the three prior fiscal years and dividing by 12, all benefits, plus a lump sum cash payment, if not already paid by Mayors, of $39,000 for disability and life insurance. If the Company terminates the agreement without cause or Mr. Andruskevich resigns for good reason, Mr. Andruskevich is entitled to the base salary which shall have accrued to the date of such termination, any accrued but unpaid vacation pay, performance bonus earned in connection with each year ending prior to the date of such termination, benefits, as well as a pro rata portion of the average annual bonus for the three prior fiscal years, plus a lump sum cash payment, if not already paid by Mayors, of $39,000 for disability and life insurance. Additionally, the Company will pay Mr. Andruskevich his base salary and pro rata annual bonus for the greater of one (1) year or the unexpired portion of the term in a lump sum and be entitled to benefits and the Company will continue to pay his base salary and the said average annual bonus on a monthly basis for an additional period of up to twelve months should Mr. Andruskevich be unable to find another suitable employment position. In the event Mr. Andruskevich’s employment terminates as a result of his death, for cause, as a result of disability or due to his resignation without good reasons, he will receive his base salary through the date of termination or resignation, as well as a pro rata amount for any cash bonus payable to him. The agreement prohibits Mr. Andruskevich from competing with the Company in its business for or on behalf of any entity whose operations are located primarily in Canada in the States of Florida or Georgia or any state or foreign country in which Birks receives at least 10% of its revenues at such time (i) during his employment, (ii) during the period immediately following a termination of employment during which or in respect to which Mr. Andruskevich continues to receive payments or has received a lump sum payment or (iii) in the event of Mr. Andruskevich’s voluntary departure, during the twelve month period immediately following the date of his departure. During, the non-compete period, Mr. Andruskevich also agrees not to solicit any of the Company’s senior executives.

Mayors Employment Agreement

Under the Mayors employment agreement, Mr. Andruskevich serves as the Chairman of the Board of Directors of Mayors, and as President and Chief Executive Officer of Mayors and receives an annual base salary from Mayors of $600,000 and has the opportunity to receive an annual cash bonus based upon the achievement of objective performance criteria, which are set each year by the compensation committee and approved by the Board of Directors. Mr. Andruskevich is also entitled to certain benefits such as an executive retirement benefit, life, disability, health, dental and vision insurance and other reasonable expenses.

Pursuant to his employment agreement with Mayors, if Mayors wishes to terminate the agreement, it must provide Mr. Andruskevich with a ninety days notice, provided, however that such notice of termination cannot provide for a termination date prior to March 31, 2012. If Mayors wishes to terminate the agreement and Mr. Andruskevich is unable to find suitable employment for a period of up to twelve months from the date of termination, Mayors must compensate Mr. Andruskevich and entitle him to benefits through the date of termination and for a period of up to twelve months by continuing to pay him a base salary, a monthly bonus calculated by taking the average bonus for the three prior fiscal years and dividing by 12, all benefits, plus a lump sum cash payment of $39,000 for disability and life insurance.

If Mayors terminates the agreement without cause or Mr. Andruskevich resigns for good reasons, Mr. Andruskevich is entitled to the base salary which shall have accrued to the date of such termination, any accrued but unpaid vacation pay, performance bonus earned in connection with each year ending prior to the date of such termination, benefits as well as a pro rata portion of the average annual bonus for the three prior fiscal years, plus a lump sum cash payment of $39,000 for disability and life insurance. Additionally, Mayors will pay Mr. Andruskevich his base salary and a pro rata annual bonus for the greater of one (1) year or the unexpired portion of the term in a lump sum and be entitled to benefits and the Company will continue to pay his base salary and the said average annual bonus payable on a monthly basis for an additional period of up to twelve months should Mr. Andruskevich be unable to find another suitable employment position. If Mr. Andruskevich’s employment is terminated without cause or if he resigns for good reason within the two year period following a change of control, Mr. Andruskevich will receive his annual base salary, annual bonus and financial planning,

health, and dental benefits for the greater of two years or the unexpired portion of the term plus one year, and Mr. Andruskevich will also be entitled to certain bonus compensation and a lump sum cash payment of $39,000 for disability and life insurance as well as a gross-up amount that on an after-tax basis equals the excise tax that would be imposed on the foregoing amounts. If Mr. Andruskevich’s employment terminates as a result of his death, for cause, as a result of disability or due to his resignation without good reasons, he will receive his base salary though the date of termination or resignation, as well as a pro rata amount for any cash bonus payable to him.

The agreement prohibits Mr. Andruskevich from competing with Mayors in certain markets for or on behalf of any entity whose operations are located primarily in Canada, in the State of Florida or Georgia or any state or foreign country in which Mayors receives at least 10% of its revenues at such time (i) during his employment, (ii) during the period immediately following a termination of employment up to a maximum period of twelve months during which or in respect to which Mr. Andruskevich continues to receive payments or has received a lump sum payment or (iii) in the event of Mr. Andruskevich’s voluntary departure, during the twelve month period immediately following the date of his departure, and to solicit Mayor’s senior executives.

EXCHANGE CONTROLS

There are currently no laws, decrees, regulations or other legislation in Canada that restricts the export or import of capital or that affects the remittance of dividends, interest or other payments to non-resident holders of our securities other than withholding tax requirements. There is no limitation imposed by Canadian law or by our Articles of Incorporation or our other organizational documents on the right of a non-resident of Canada to hold or vote our Class A voting shares, other than as provided in the North American Free Trade Agreement Implementation Act (Canada) and in the Investment Canada Act, as amended by the World Trade Organization Agreement Implementation Act.

The Investment Canada Act requires notification and, in certain cases, advance review and approval by the Government of Canada of the acquisition by a “non-Canadian” of “control of a Canadian business”, all as defined in the Investment Canada Act. Generally, the threshold for review will be higher in monetary terms, and in certain cases an exemption will apply, for an investor ultimately controlled by persons who are nationals of a WTO Member or have the right of permanent residence in relation thereto.

TAXATION

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF OWNING AND DISPOSING OF BIRKS CLASS A VOTING SHARES

The following discussion is based on the U.S. Internal Revenue Code of 1986 (the Code), applicable Treasury regulations, administrative rulings and pronouncements and judicial decisions currently in effect, all of which could change. Any change, which may be retroactive, could result in U.S. federal income tax consequences different from those discussed below. The discussion is not binding on the Internal Revenue Service, and there can be no assurance that the Internal Revenue Service will not disagree with or challenge any of the conclusions described below.

Except where specifically noted, the discussion below does not address the effects of any state, local or non-U.S. tax laws (or other tax consequences such as estate or gift tax consequences). The discussion below relates to persons who hold Birks & Mayors Class A voting shares as capital assets within the meaning of Section 1221 of the Code. The tax treatment of those persons may vary depending upon the holder’s particular situation, and some holders may be subject to special rules not discussed below. Those holders would include, for example:

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banks, insurance companies, trustees and mutual funds;

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tax-exempt organizations;

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financial institutions;

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pass-through entities and investors in pass-through entities;

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traders in securities who elect to apply a mark-to-market method of accounting;

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broker-dealers;

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holders who are not U.S. Holders (as defined below);

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persons whose “functional currency” is not the U.S. dollar;

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holders who are subject to the alternative minimum tax; and

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holders of Birks & Mayors Class A voting shares who own 5% or more of either the total voting power or the total value of the outstanding Class A voting shares of Birks & Mayors.

Holders should consult their own tax advisors concerning the U.S. federal income tax consequences of the ownership of Birks & Mayors Class A voting shares in light of their particular situations, as well as any consequences arising under the laws of any other taxing jurisdiction.

As used in this document, the term “U.S. Holder” means a beneficial holder of Birks & Mayors Class A voting shares that is (1) an individual who is a U.S. citizen or U.S. resident alien, (2) a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the U.S. or any political subdivision of the U.S., (3) an estate which is subject to U.S. federal income tax on its worldwide income regardless of its source or (4) a trust (x) that is subject to primary supervision of a court within the U.S. and the control of one or more U.S. persons as described in section 7701(a)(30) of the Code or (y) that has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

If a partnership holds Birks & Mayors Class A voting shares, the U.S. federal income tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. Partners of partnerships that hold Birks & Mayors Class A voting shares should consult their tax advisors regarding the U.S. federal income tax consequences to them.

Dividends and Distributions

Subject to the passive foreign investment company (PFIC) rules discussed below, the gross amount of dividends paid to U.S. Holders of our Class A voting shares, including amounts withheld to reflect Canadian withholding taxes, will be treated as dividend income to these U.S. Holders, to the extent paid out of current or accumulated earnings and profits, as determined under U.S. federal income tax principles. This income will be includable in the gross income of a U.S. Holder on the day actually or constructively received by the U.S. Holder. Dividends generally will not be eligible for the dividends received deduction allowed to corporations upon the receipt of dividends distributed by U.S. corporations.

Subject to certain conditions and limitations, Canadian withholding taxes on dividends may be treated as foreign taxes eligible for credit against a U.S. Holder’s U.S. federal income tax liability. For purposes of calculating the foreign tax credit, dividends paid on our Class A voting shares will be treated as income from sources outside the U.S. and generally will constitute “passive income.” Special rules apply to certain individuals whose foreign source income during the taxable year consists entirely of “qualified passive income” and whose creditable foreign taxes paid or accrued during the taxable year do not exceed $300 ($600 in the case of a joint return). U.S. Holders should consult their tax advisors to determine their eligibility to use foreign tax credits.

To the extent that the amount of any distribution exceeds our current and accumulated earnings and profits for a taxable year, the distribution first will be treated as a tax-free return of capital, causing a reduction in the adjusted basis of our Class A voting shares (thereby increasing the amount of gain, or decreasing the amount of loss, to be recognized by the U.S. Holder on a subsequent disposition of the Class A voting shares), and the balance in excess of adjusted basis will be taxed as capital gain recognized on a sale or exchange.

With respect to certain U.S. Holders who are not corporations, including individuals, certain dividends received before January 1, 2013 from a qualified foreign corporation may be subject to reduced rates of taxation. A “qualified foreign corporation” includes a foreign corporation that is eligible for the benefits of a comprehensive income tax treaty with the United States which the U.S. Treasury determines to be satisfactory for these purposes and which includes an exchange of information program. U.S. Treasury guidance indicates that the current income tax treaty between Canada and the U.S. meets these requirements, and we believe we are eligible for the benefits of that treaty. In addition, a foreign corporation is treated as a qualified foreign corporation with respect to dividends received from that corporation on shares that are readily tradable on an established securities market in the U.S. Our Class A voting shares, which are listed on the NYSE Amex, should be considered readily tradable on an established securities market in the U.S. Individuals that do not meet a minimum holding period requirement during which they are not protected from the risk of loss or that elect to treat the dividend income as “investment income” pursuant to Section 163(d)(4) of the Code will not be eligible for the reduced rates of taxation regardless of the trading status of our Class A voting shares. In addition, the rate reduction will not apply to dividends if the recipient of a dividend is obligated to make related payments with respect to positions in substantially similar or related property. This disallowance applies even if the minimum holding period has been met. U.S. Holders should consult their own tax advisors regarding the application of these rules given their particular circumstances. The rules governing the foreign tax credit are complex. Certain U.S. Holders of our Class A voting shares may not be able to claim a foreign tax credit with respect to amounts withheld for Canadian withholding taxes. U.S. Holders are urged to consult their tax advisors regarding the availability of the foreign tax credit under their particular circumstances.

Sale or Exchange of Class A Voting Shares

For U.S. federal income tax purposes, subject to the rules relating to PFICs described below, a U.S. Holder generally will recognize taxable gain or loss on any sale or exchange of our Class A voting shares in an amount equal to the difference between the amount realized for our Class A voting shares and the U.S. Holder’s tax basis in such shares. This gain or loss will be capital gain or loss and generally will be treated as U.S. source gain or loss. Long-term capital gains recognized by certain U.S. Holders who are not corporations, including individuals, generally will be subject to a maximum rate of U.S. federal income tax of currently 15%. The deductibility of capital losses is subject to limitations.

Passive Foreign Investment Company

We believe that our Class A voting shares should not be treated as stock of a PFIC for U.S. federal income tax purposes, and we expect to continue our operations in such a manner that we will not be a PFIC. In general, a company is considered a PFIC for any taxable year if either (i) at least 75% of its gross income is passive income or (ii) at least 50% of the value of its assets is attributable to assets that produce or are held for the production of passive income. The 50% of value test is based on the average of the value of our assets for each quarter during the taxable year. If we own at least 25% by value of another company’s stock, we will be treated, for purposes of the PFIC rules, as owning our proportionate share of the assets and receiving our proportionate share of income of the other company. Based on the nature of our income, assets and activities, and the manner in which we plan to operate our business in future years, we do not expect that we will be classified as a PFIC for any taxable year.

If, however, we are or become a PFIC, U.S. Holders could be subject to additional U.S. federal income taxes on gain recognized with respect to our Class A voting shares and on certain distributions, plus an interest charge on certain taxes treated as having been deferred by the U.S. Holder under the PFIC rules.

Backup Withholding and Information Reporting

In general, information reporting requirements will apply to dividends in respect of our Class A voting shares or the proceeds received on the sale, exchange, or redemption of our Class A voting shares paid within the United States (and in certain cases, outside of the U.S.) to U.S. Holders other than certain exempt recipients (such as corporations), and a 28% backup withholding tax may apply to these amounts if the U.S. Holder fails to provide an accurate taxpayer identification number, to report dividends required to be shown on its U.S. federal income tax returns or, in certain circumstances, to comply with applicable certification requirements. The amount of any backup withholding from a payment to a U.S. Holder will be allowed as a refund or credit against the U.S. Holder’s U.S. federal income tax liability, provided that the required information or appropriate claim for refund is furnished to the Internal Revenue Service.

MATERIAL CANADIAN FEDERAL INCOME TAX CONSEQUENCES OF THE OWNERSHIP AND DISPOSITION OF OUR CLASS A VOTING SHARES

The following discussion is a summary of the material Canadian federal income tax considerations under the Income Tax Act (Canada) and the regulations thereunder (referred to in this Form 20-F as the “Canadian Tax Act”) of the ownership of our Class A voting shares, generally applicable to holders of our Class A voting shares who, for purposes of the Canadian Tax Act and at all relevant times, are not (and are not deemed to be) resident in Canada, hold our Class A voting shares as capital property, deal at arm’s length, and are not affiliated, with Birks & Mayors, and who do not use or hold (and are not deemed to use or hold) Class A voting shares in connection with carrying on business or part of a business in Canada (referred to in this Form 20-F as “Non-resident Holders”). This discussion does not apply to holders that are insurers that carry on an insurance business in Canada and elsewhere or an “authorized foreign bank” (as defined under the Canadian Tax Act).

This summary is based upon the current provisions of the Canadian Tax Act, the current provisions of the Canada-United States Income Tax Convention, if applicable (referred to in this Form 20-F as the “Convention”), all specific proposals to amend the Canadian Tax Act publicly announced by the Minister of Finance of Canada prior to the date hereof (referred to in this Form 20-F as the “Tax Proposals”) and the current published administrative and assessing practices of the Canada Revenue Agency. This summary assumes that the Tax Proposals will be enacted substantially as proposed and does not otherwise take into account or anticipate any change in law or administrative and assessing practices, whether by legislative, governmental or judicial action, although no assurance can be given in these respects. This summary does not take into account or consider any provincial, territorial or foreign income tax legislation or considerations. For purposes of the Canadian Tax Act, all amounts relevant in computing a Non-resident Holder’s liability under the Canadian Tax Act must be computed in Canadian dollars. Amounts denominated in a currency other than Canadian dollars (including adjusted cost base and proceeds of disposition) must be converted into Canadian dollars based on the prevailing exchange rate at the relevant time.

This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to Non-resident Holders of our Class A voting shares. Accordingly, Non-resident Holders of our Class A voting shares should consult their own tax advisors with respect to their particular circumstances.

Dividends on Our Class A Voting Shares

Dividends paid or credited (or deemed to have been paid or credited) on our Class A voting shares to a Non-resident Holder will be subject to Canadian withholding tax of 25% of the gross amount of those dividends (subject to reduction in accordance with an applicable income tax convention between Canada and the Non-resident Holder’s country of residence). In the case of a Non-resident Holder who is a resident of the U.S. for purposes of the Convention, is entitled to the benefits of the Convention (referred to in this Form 20-F as a “U.S. Holder”) and is the beneficial owner of the dividend, the rate of withholding tax will generally be reduced to 15% or, if the Non-resident Holder is a corporation that owns at least 10% of our voting shares, to 5%. Under the Convention, dividends paid to certain religious, scientific, literary, educational or charitable organizations and certain pension organizations that are resident in the U.S. and who are exempt from taxation in the U.S., are generally exempt from Canadian non-resident withholding tax. Provided that certain administrative procedures are observed by such an organization, Birks & Mayors would not be required to withhold tax from dividends paid or credited to the organization.

Disposition of Our Class A Voting Shares

A Non-resident Holder will not be subject to tax under the Canadian Tax Act in respect of any capital gain realized by that Non-resident Holder on a disposition of a Class A voting share, unless the Class A voting share constitutes “taxable Canadian property” (as defined in the Canadian Tax Act) of the Non-resident Holder at the time of disposition and the Non-resident Holder is not entitled to relief under an applicable income tax convention between Canada and the Non-resident Holder’s country of residence. If at the time of such disposition the Class A voting shares are listed on a “designated stock exchange” (which includes the NYSE Amex), the Class A voting shares will generally not constitute taxable Canadian property of a Non-resident Holder unless (a) at any time during the 60-month period that ends at the time the Class A voting shares are disposed of, both (i) 25% or more of the issued shares of any class of the capital stock of the Corporation were owned by or belonged to one or any combination of the Non-resident Holder and persons with whom the Non-resident Holder did not deal at arm’s length, and (ii) more than 50% of the fair market value of the Class A voting shares was derived directly or indirectly from one or any combination of real or immovable property situated in Canada, “Canadian resource properties”, “timber resource properties” (as such terms are defined under the Canadian Tax Act) or options in respect of, interests in, or civil law rights in, any such properties, or (b) the Class A voting shares are otherwise deemed to be taxable Canadian property.

As long as Class A voting shares are listed on a “recognized stock exchange” (which includes the NYSE Amex), a Non-resident Holder who disposes of Class A voting shares that are taxable Canadian property will not be required to satisfy the obligations imposed under section 116 of the Tax Act.

DOCUMENTS ON DISPLAY

We file reports, including Annual Reports on Form 20-F, and other information with the SEC pursuant to the rules and regulations of the SEC that apply to foreign private issuers. You may read and copy any materials filed with the SEC at the following location of the SEC, Public Reference Room, 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Filings we make electronically with the SEC are also available to the public on the Internet at the SEC’s website at http://www.sec.gov .

Item 11.

Quantitative and Qualitative Disclosures About Market Risk

We are exposed to various market risks. Market risk is the potential loss arising from adverse changes in market prices and rates. We have not entered into derivative or other financial instruments for trading or speculative purposes.

Interest rate risk

Our primary market risk exposure is interest rate risk. Borrowing under the senior secured credit facility and the term loan from Investissement Québec bear interest at floating rates, which are based on LIBOR plus a fixed additional interest rate. As of March 26, 2011, we have not hedged these interest rate risks. As of March 26, 2011, we had approximately $74.2 million of floating-rate debt and an additional $12.5 million of debt that becomes floating rate debt if interest rates rise above a certain level. Accordingly, our net income will be affected by changes in interest rates. Assuming a 100 basis point increase or decrease in the interest rate under our floating rate debt, our interest expense on an annualized basis would have increased or decreased, respectively, by approximately $0.7 million.

Currency Risk

While we report our financial results in U.S. dollars, a substantial portion of our sales are earned in Canadian dollars. For our operations located in Canada, non-Canadian currency transactions and assets and liabilities subject us to foreign currency risk. Conversely, for the operations located in the U.S., non-U.S. currency transactions and assets and liabilities subject us to foreign currency risk. For purposes of our financial reporting, our financial statements are reported in U.S. dollars by translating, where necessary, net sales and expenses from Canadian dollars at the average exchange rates prevailing during the period, while assets and liabilities are translated at year-end exchange rates, with the effect of such translation recorded in accumulated other comprehensive income. As a result, for purposes of our financial reporting, foreign exchange gains or losses recorded in earnings relate to non-Canadian dollar transactions of the operations located in Canada and non-U.S. dollar transactions of the operations located in the U.S. We expect to continue to report our financial results in U.S. dollars in accordance with U.S. GAAP. Consequently, our reported earnings could fluctuate materially as a result of foreign exchange translation gains or losses. To mitigate the impact of foreign exchange volatility on our earnings, from time to time we may enter into agreements to fix the exchange rate of U.S. dollars to Canadian dollars. For example, we may enter into agreements to fix the exchange rate to protect the principal and interest payments on its Canadian dollar denominated debt and other liabilities. If we do so, we will not benefit from any increase in the value of the Canadian dollar compared to the U.S. dollar when these payments become due. As of March 26, 2011, we had not hedged these foreign exchange rate risks. As of March 26, 2011, we had approximately $15.4 million of net liabilities subject to transaction foreign exchange rate risk related to changes in the exchange rate between the U.S. dollar and Canadian dollar, which would impact the level of our earnings if there were fluctuations in U.S. and Canadian dollar exchange rate. Assuming a 10 percent strengthening or weakening of the Canadian dollar in relationship to the U.S. dollar, as of March 26, 2011, our earnings would have increased or decreased, respectively, by approximately $1.5 million. This analysis does not consider the impact of fluctuations in U.S and Canadian dollar exchange rates on the translation of Canadian dollar results into U.S. dollars. In addition to the impact on earnings, fluctuation between the U.S. and

Canadian dollar exchange rates impacts the level of our borrowing availability under our secured revolving credit facility which is denominated in U.S. dollars. Assuming a 10 percent strengthening or weakening of the Canadian dollar in relationship to the U.S. dollar, as of March 26, 2011, our borrowing availability would have increased or decreased, respectively, by approximately $2.3 million. Changes in the exchange rates of Canadian dollars to U.S. dollars could also impact our Canadian sales and gross margin if the Canadian dollar strengthens significantly and impacts our Canadian consumers’ behavior.

Commodity Risk

The nature of our operations results in exposure to fluctuations in commodity prices, specifically platinum, gold and silver. We monitor and, when appropriate, utilize derivative financial instruments and physical delivery contracts to hedge our exposure to risks related to the change in gold price. If we utilize derivative financial instruments, we would be exposed to credit-related losses in the event of non-performance by counter-parties to the financial instruments. In addition, if gold prices decrease below those levels specified in those various hedging agreements, we would lose the value of a decline in the price of gold which could have an equal effect on our cost of sales. However, such gains may not be realized in future periods and our hedging activities may result in losses, which could be material. No hedging contracts existed as of March 26, 2011. Our retail sales could also be impacted if prices of gold, silver and platinum rise so significantly that our consumers’ behavior changes.

Item 12.

Description of Securities Other than Equity Securities

Not applicable.

PART II

Item 13.

Defaults, Dividend Arrearages and Delinquencies

Not applicable.

Item 14.

Material Modifications to the Rights of Security Holders and Use of Proceeds

Not applicable.

Item 15.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our Chief Executive Officer and Chief Financial Officer to allow timely decisions regarding required disclosure. Our management, including our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of our disclosure controls and procedures, as defined under Exchange Act Rule 13a-15(e), as of the end of the period covered by this Annual Report on Form 20-F. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of March 26, 2011, our disclosure controls and procedures, as defined under Exchange Act Rule 13a-15(e), were effective to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.

Management’s Annual Report on Internal Control over Financial Reporting

Our management, including our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as defined under Exchange Act Rules 13a-15(f) and 15d-15(f). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the U.S. Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to consolidated financial statements preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of our internal control over financial reporting as of the end of the period covered by this Annual Report based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of our internal control over financial reporting. Based on that assessment, our management concluded that as of March 26, 2011, our internal control over financial reporting was effective.

This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal controls over financial reporting. As a non-accelerated filer, our report was not subject to attestation by our independent registered public accounting firm pursuant to rules of the SEC that permit us to provide only our report on internal controls over financial reporting in this Annual Report.

Changes in Internal Control over Financial Reporting

There was no change in our internal controls over financial reporting that occurred during the period covered by this Annual Report that materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

Item 16A.

Audit Committee Financial Expert

With the departure of a former audit committee chair who had been designated as an “audit committee financial expert”, the Board of Directors determined that Louis Roquet had an adequately high level of financial sophistication to meet the NYSE AMEX listing standards that he be financially sophisticated even though he could not technically meet the requirements to be designated an “audit committee financial expert” as such term is defined by the SEC. Therefore, rather than amend the audit committee’s charter to remove the requirement that at least one member of the audit committee be designated as an “audit committee financial expert,” the Board of Directors decided to waive that requirement for the present time. See “Item 6. Directors, Senior Management and Employees—Board Practices.”

Item 16B.

Code of Ethics

We have adopted a code of ethics, within the meaning of this Item 16B of Form 20-F under the Exchange Act. Our code of ethics applies to our Chief Executive Officer, Chief Financial Officer, Treasurer and Controller. Our code of ethics is available on our website at www.birksandmayors.com. If we amend the provisions of our code of ethics that apply to our Chief Executive Officer, Chief Financial Officer and persons performing similar functions, or if we grant any waiver of such provisions, we will disclose such amendment or waiver on our website at the same address.

Item 16C.

Principal Accountant Fees and Services

During fiscal 2011 and fiscal 2010, we retained KPMG LLP, our independent auditors, to provide services in the following categories and amounts:

Audit Fees

The aggregate fees and expenses billed by KPMG LLP for professional services rendered for the audit of our annual financial statements was approximately $420,000 in fiscal 2011 and $539,000 in fiscal 2010.

Audit Related Fees

During fiscal 2011 KPMG LLP did not provide audited related services. During fiscal 2010, KPMG LLP provided audit-related services for a total amount of approximately $26,900, which primarily consisted of advisory services related to the documentation of internal controls over financial reporting and assistance with various accounting matters.

Tax Fees

During fiscal 2011 and fiscal 2010, KPMG LLP provided tax advisory services for a total amount of approximately $14,500 and $2,500, respectively.

All Other Fees

During fiscal 2011, KPMG LLP provided other services for a total amount of $37,000, which primarily consisted of advisory services related to the review of manufacturing production.

Pre-Approval Policies and Procedures

The audit committee has established a pre-approval policy as described in Rule 2-01(c)(7)(i) of Regulation S-X. The audit committee approves in writing, in advance, any audit or non-audit services provided to Birks & Mayors by the independent accountants that are not specifically disallowed by the Sarbanes-Oxley Act of 2002. None of the services described in the preceding three sections were approved by the audit committee pursuant to Rule 2-01(c)(7)(i)(C).

Item 16D.

Exemptions from the Listing Standards for Audit Committees

Not applicable.

Item 16E.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

We did not, nor did any affiliated purchaser, purchase any of our equity securities during fiscal 2011.

Item 16F.

Change in Registrant’s Certifying Accountant

Not applicable.

Item 16G.

Corporate Governance

Our securities are listed on the NYSE Amex. There are no significant ways in which our corporate governance practices differ from those followed by domestic companies under the listing standards of that exchange except for proxy delivery requirements. The NYSE Amex requires the solicitation of proxies and delivery of proxy statements for all shareholder meetings, and requires that these proxies be solicited pursuant to a proxy statement that conforms to the proxy rules of the U.S. Securities and Exchange Commission. As a foreign private issuer, the Company is exempt from the proxy rules set forth in Sections 14(a), 14(b), 14(c) and 14(f) of the Act. The Company solicits proxies in accordance with applicable rules and regulations in Canada.

PART III

Item 19.

Exhibits

The following exhibits are part of this Annual Report on Form 20-F.


Exhibit Number		Description of Document
1.1		Articles of Amalgamation, as amended, of Birks & Mayors Inc., effective as of November 14, 2005. Incorporated by reference from Exhibit 3.2 of the Henry Birks & Sons Inc. Registration Statement on Form F-4 originally filed with the SEC on July 7, 2005 and as subsequently amended on September 8, 2005, September 21, 2005 and September 29, 2005.

1.2		By-laws of Birks & Mayors Inc., as amended, effective as of November 14, 2005. Incorporated by reference from Exhibit 3.4 of the Henry Birks & Sons Inc. Registration Statement on Form F-4 originally filed with the SEC on July 7, 2005 and as subsequently amended on September 8, 2005, September 21, 2005 and September 29, 2005.

2.1		Form of Birks Class A voting share certificate. Incorporated by reference from the Henry Birks & Sons Inc. Registration Statement on Form F-4 originally filed with the SEC on July 7, 2005 and as subsequently amended on September 8, 2005, September 21, 2005 and September 29, 2005.

4.1		Agreement and Plan of Merger and Reorganization, dated as of April 18, 2005, as amended as of July 27, 2005, among Henry Birks & Sons Inc., Mayor’s, Inc. and Birks Merger Corporation, a wholly-owned subsidiary of Henry Birks & Sons Inc. Incorporated by reference from the Henry Birks & Sons Inc. Registration Statement on Form F-4 originally filed with the SEC on July 7, 2005 and as subsequently amended on September 8, 2005, September 21, 2005 and September 29, 2005.

4.2		Form of Directors and Officers Indemnity Agreement. Incorporated by reference from the Henry Birks & Sons Inc. Registration Statement on Form F-4 originally filed with the SEC on July 7, 2005 and as subsequently amended on September 8, 2005, September 21, 2005 and September 29, 2005.

4.3		Henry Birks & Sons Inc. Employee Stock Option Agreement, dated as of May 1, 1997, amended as of June 20, 2000. Incorporated by reference from the Henry Birks & Sons Inc. Registration Statement on Form F-4 originally filed with the SEC on July 7, 2005 and as subsequently amended on September 8, 2005, September 21, 2005 and September 29, 2005.

4.4		Henry Birks & Sons Inc., Form of Amended Stock Option Agreement under the 1997 Stock Option Plan. Incorporated by reference from Birks & Mayors Inc.’s Schedule TO-1 filed with the SEC on March 18, 2010.

4.5		Lease Agreement between Birks and Anglo Canadian Investments SA, dated as of December 12, 2000. Incorporated by reference from the Henry Birks & Sons Inc. Registration Statement on Form F-4 originally filed with the SEC on July 7, 2005 and as subsequently amended on September 8, 2005, September 21, 2005 and September 29, 2005.

4.6		Lease Agreement between Mayors and Westpoint Business Park, Ltd dated September 13, 2004. Incorporated by reference from Birks & Mayors Inc.’s Form 20-F filed on July 19, 2006.

4.7		Diamond Supply Agreement between Prime Investments S.A. and Birks, dated as of August 15, 2002. Incorporated by reference from the Henry Birks & Sons Inc. Registration Statement on Form F-4 originally filed with the SEC on July 7, 2005 and as subsequently amended on September 8, 2005, September 21, 2005 and September 29, 2005.


Exhibit Number		Description of Document
4.8		Conditional Sale Agreement between Rosy Blue N.V. and Birks, dated as of August 15, 2002. Incorporated by reference from the Henry Birks & Sons Inc. Registration Statement on Form F-4 originally filed with the SEC on July 7, 2005 and as subsequently amended on September 8, 2005, September 21, 2005 and September 29, 2005.

4.9		Conditional Sale Agreement between Rosy Blue Inc. and Birks, dated as of August 15, 2002. Incorporated by reference from the Henry Birks & Sons Inc. Registration Statement on Form F-4 originally filed with the SEC on July 7, 2005 and as subsequently amended on September 8, 2005, September 21, 2005 and September 29, 2005.

4.10		Conditional Sale Agreement between Rosy Blue Sales Ltd. and Birks, dated as of August 15, 2002. Incorporated by reference from the Henry Birks & Sons Inc. Registration Statement on Form F-4 originally filed with the SEC on July 7, 2005 and as subsequently amended on September 8, 2005, September 21, 2005 and September 29, 2005.

4.11		Conditional Sale Agreement between Rosy Blue Hong Kong Ltd. and Birks, dated as of August 15, 2002. Incorporated by reference from the Henry Birks & Sons Inc. Registration Statement on Form F-4 originally filed with the SEC on July 7, 2005 and as subsequently amended on September 8, 2005, September 21, 2005 and September 29, 2005.

4.12		Conditional Sale Agreement between Rosy Blue Finance S.A. and Birks, dated as of August 15, 2002. Incorporated by reference from the Henry Birks & Sons Inc. Registration Statement on Form F-4 originally filed with the SEC on July 7, 2005 and as subsequently amended on September 8, 2005, September 21, 2005 and September 29, 2005.

4.13		Registration Rights Agreement between Birks and Prime Investments S.A., dated as of February 4, 2005. Incorporated by reference from the Henry Birks & Sons Inc. Registration Statement on Form F-4 originally filed with the SEC on July 7, 2005 and as subsequently amended on September 8, 2005, September 21, 2005 and September 29, 2005.

4.14		Employment Agreement between Mr. Thomas A. Andruskevich and Mayors effective April 1, 2008. Incorporated by reference from the Birks & Mayors Annual Report on Form 20-F filed with the SEC on June 30, 2008.

4.15		Employment Agreement between Mr. Thomas A. Andruskevich and Birks & Mayors on April 1, 2008. Incorporated by reference from the Birks & Mayors Annual Report on Form 20-F filed with the SEC on June 30, 2008.

4.16		Amendment to Employment Agreement between Mr. Thomas A. Andruskevich and Birks & Mayors dated March 16, 2010. Incorporated by reference from Birks & Mayors Form 6-K filed on March, 17, 2010.

4.17		Amendment to Employment Agreement between Mr. Thomas A. Andruskevich and Birks & Mayors dated March 16, 2010. Incorporated by reference from Birks & Mayors Form 6-K filed on March, 17, 2010.

4.18		Amendment to Employment Agreement between Mr. Thomas A. Andruskevich and Birks & Mayors dated June 30, 2010. Incorporated by reference from the Birks & Mayors Annual Report on Form 20-F filed with the SEC on July 12, 2010.

4.19		Amendment to Employment Agreement between Mr. Thomas A. Andruskevich and Mayors dated June 30, 2010. Incorporated by reference from the Birks & Mayors Annual Report on Form 20-F filed with the SEC on July 12, 2010.

4.20 *		Addendum to Employment Agreement between Birks & Mayors Inc. and Thomas Andruskevich, dated April 21, 2011.

4.21 *		Addendum to Employment Agreement between Mayor’s Jewelers, Inc. and Thomas Andruskevich, dated April 21, 2011.


Exhibit Number		Description of Document
4.22		Employment Agreement between Michael Rabinovitch and Mayors, dated as of August 1, 2005. Incorporated by reference from the Henry Birks & Sons Inc. Registration Statement on Form F-4 originally filed with the SEC on July 7, 2005 and as subsequently amended on September 8, 2005, September 21, 2005 and September 29, 2005.

4.23		Amended Employment Agreement between Aida Alvarez and Mayors, dated as of July 19, 2002. Incorporated by reference from Mayors Form 10-Q filed December 17, 2002.

4.24		Form of Senior Management Long-Term Cash Incentive Plan. Incorporated by reference from the Birks & Mayors Inc. Annual Report on Form 20-F filed with the SEC on June 18, 2007.

4.25		Employment Agreement between Joseph Keifer III and Mayors, dated October 1, 2002. Incorporated by reference from Mayors Form 10-Q filed on December 17, 2002.

4.26		Employment Agreement between John Orrico and Mayors, dated September 11, 2003. Incorporated by reference from Birks & Mayors Inc.’s Form 20-F filed on July 19, 2006.

4.27		Employment Agreement between Miranda Melfi and Birks & Mayors dated February 24, 2006. Incorporated by reference from Birks & Mayors Inc.’s Form 20-F filed on July 19, 2006.

4.28		Amended and Restated Revolving Credit and Security Agreement, among Birks & Mayors Inc., Mayor’s Jewelers, Inc., Certain Financial Institutions, as Lenders, Bank of America, N.A., as Administrative Agent, Bank of America, N.A. (acting through its Canada branch), as Canadian Agent, and Banc of America Securities, LLC, as Sole Lead Arranger and Sole Book Manager, dated as of December 17, 2008 (“Credit Facility”). Incorporated by reference from Birks & Mayors Inc.’s Form 6-K filed on December 22, 2008.

4.29		Term Loan and Security Agreement, among Birks & Mayors Inc., Mayor’s Jewelers, Inc., Certain Financial Institutions, as Lenders, and GB Merchant Partners, LLC, as Administrative Agent, dated as of December 17, 2008 (“Term Loan”). Incorporated by reference from Birks & Mayors Inc.’s Form 6-K filed on December 22, 2008.

4.30		First Amendment and Consent to Credit Facility, dated as of January 16, 2009. Incorporated by reference from the Birks & Mayors Inc. Annual Report on Form 20-F filed with the SEC on July 6, 2009.

4.31		Second Amendment to Credit Facility, dated as of April 30, 2009. Incorporated by reference from the Birks & Mayors Inc. Annual Report on Form 20-F filed with the SEC on July 6, 2009.

4.32		Third Amendment and Consent to Credit Facility, dated as of July 20, 2009. Incorporated by reference from Birks & Mayors Inc.’s Annual Report on Form 20-F filed with the SEC on July 12, 2010.

4.33		Fourth Amendment to Credit Facility, dated as of October 29, 2009. Incorporated by reference from Birks & Mayors Inc.’s Annual Report on Form 20-F filed with the SEC on July 12, 2010.

4.34		Fifth Amendment and Consent to Credit Facility, dated as of April 6, 2010. Incorporated by reference from Birks & Mayors Inc.’s Annual Report on Form 20-F filed with the SEC on July 12, 2010.

4.35 *		Sixth Amendment and Consent to Credit Facility, dated as of October 8, 2010.

4.36 *		Seventh Amendment and Consent and Waiver to Credit Facility, dated as of April 2010.

4.37		First Amendment to Term Loan, dated as of April 30, 2009. Incorporated by reference from the Birks & Mayors Inc. Annual Report on Form 20-F filed with the SEC on July 6, 2009.


Exhibit Number		Description of Document
4.38		Second Amendment to Term Loan, dated as of July 20, 2009. Incorporated by reference from Birks & Mayors Inc.’s Annual Report on Form 20-F filed with the SEC on July 12, 2010.

4.39		Third Amendment to Term Loan, dated as of October 29, 2009. Incorporated by reference from Birks & Mayors Inc.’s Annual Report on Form 20-F filed with the SEC on July 12, 2010.

4.40		Fourth Amendment to Term Loan, dated as of April 6, 2010. Incorporated by reference from Birks & Mayors Inc.’s Annual Report on Form 20-F filed with the SEC on July 12, 2010.

4.41 *		Fifth Amendment to Term Loan, dated as of October 8, 2010.

4.42 *		Sixth Amendment, Consent and Waiver to Term Loan, dated as of April 2011.

4.43 *		Amended and Restated Management Consulting Services Agreement between Birks & Mayors Inc. and Montrovest B.V., dated as of June 8, 2011.

4.44		Mayor’s Jewelers, Inc., (f/k/a Jan Bell Marketing, Inc.) 1991 Stock Option Plan. Incorporated by reference from Birks & Mayors Inc.’s Registration Statement on Form S-8 filed on April 26, 2006.

4.45		Mayor’s Jewelers, Inc., Form of Amended Stock Option Agreement under the 1991 Stock Option Plan. Incorporated by reference from Birks & Mayors Inc.’s Schedule TO-1 filed with the SEC on March 18, 2010.

4.46		Mayor’s Jewelers, Inc., 2004 Long-Term Incentive Plan. Incorporated by reference from Birks & Mayors Inc.’s Registration Statement on Form S-8 filed on April 26, 2006.

4.47		Birks & Mayors Inc. 2006 Employee Stock Purchase Plan. Incorporated by reference from Birks & Mayors Inc.’s Form 20-F filed on July 19, 2006.

4.48		Birks & Mayors Inc. Long-Term Incentive Plan. Incorporated by reference from Birks & Mayors Inc.’s Form 20-F filed on July 19, 2006.

4.49		Stock Option Agreement dated on or about April 23, 2004 between Birks & Mayors Inc. and Peter O’Brien. Incorporated by reference from Birks & Mayors Inc.’s Form 20-F filed on July 19, 2006.

4.50		Stock Option Agreement dated on or about April 23, 2004 between Birks & Mayors Inc. and Lorenzo Rossi di Montelera. Incorporated by reference from Birks & Mayors Inc.’s Form 20-F filed on July 19, 2006.

4.51		Warrant Agreement dated November 14, 2005 between Mayor’s Jewelers, Inc. and Carlo Coda-Nunziante. Incorporated by reference from Birks & Mayors Inc.’s Form 20-F filed on July 19, 2006.

4.52		Warrant Agreement dated November 14, 2005 between Mayor’s Jewelers, Inc. and Joseph A. Keifer. Incorporated by reference from Birks & Mayors Inc.’s Form 20-F filed on July 19, 2006.

4.53		Warrant Agreement dated November 14, 2005 between Mayor’s Jewelers, Inc. and Marco Pasteris. Incorporated by reference from Birks & Mayors Inc.’s Form 20-F filed on July 19, 2006.

4.54		Amended and Restated Warrant Agreement dated November 14, 2005 between Mayor’s Jewelers, Inc. and Henry Birks & Sons Inc. Incorporated by reference from Birks & Mayors Inc.’s Form 20-F filed on July 19, 2006.

4.55		Amended and Restated Warrant Agreement dated November 14, 2005 between Mayor’s Jewelers, Inc. and Henry Birks & Sons Inc. Incorporated by reference from Birks & Mayors Inc.’s Form 20-F filed on July 19, 2006.


Exhibit Number		Description of Document
4.56		Amended and Restated Warrant Agreement dated November 14, 2005 between Mayor’s Jewelers, Inc. and Henry Birks & Sons Inc. Incorporated by reference from Birks & Mayors Inc.’s Form 20-F filed on July 19, 2006.

4.57		Form of Stock Appreciation Rights Agreement. Incorporated by reference from the Birks & Mayors Inc. Annual Report on Form 20-F filed with the SEC on June 18, 2007.

4.58		Stock Appreciation Rights Agreement between Mr. Thomas A. Andruskevich and Mayor’s Jewelers, Inc. dated August 9, 2005. Incorporated by reference from the Birks & Mayors Annual Report on Form 20-F filed with the SEC on July 12, 2010.

4.59		Amendment to Stock Appreciation Rights Agreement between Mr. Thomas A. Andruskevich and Birks & Mayors dated March 16, 2010. Incorporated by reference from Birks & Mayors Form 6-K filed on March, 17, 2010.

4.60		Amendment to Stock Appreciation Rights Agreement between Michael Rabinovitch and Birks & Mayors dated March 16, 2010. Incorporated by reference from Birks & Mayors Form 6-K filed on March, 17, 2010.

4.61		Loan Agreement between Birks & Mayors Inc. and Investissement Québec, dated January 26, 2009. Incorporated by reference from the Birks & Mayors Inc. Annual Report on Form 20-F filed with the SEC on July 6, 2009.

4.62		Loan Agreement between Birks & Mayors Inc. and Investissement Québec, dated February 20, 2009. Incorporated by reference from the Birks & Mayors Inc. Annual Report on Form 20-F filed with the SEC on July 6, 2009.

4.63		Cash Advance Agreement between Birks & Mayors Inc. and Montrovest B.V., dated February 10, 2009. Incorporated by reference from the Birks & Mayors Inc. Annual Report on Form 20-F filed with the SEC on July 6, 2009.

4.64		Cash Advance Agreement between Birks & Mayors Inc. and Montrovest B.V., dated May 21, 2009. Incorporated by reference from the Birks & Mayors Inc. Annual Report on Form 20-F filed with the SEC on July 6, 2009.

4.65 *		Amended and Restated Cash Advance Agreement between Birks & Mayors Inc. and Montrovest B.V., dated June 8, 2011.

4.66 *		Amended and Restated Cash Advance Agreement between Birks & Mayors Inc. and Montrovest B.V., dated June 8, 2011.

4.67		Distribution Agreement between Birks & Mayors Inc., Mayors Jewelers, Inc. and Damiani International B.V., dated as of September 26, 2009. Incorporated by reference from the Birks & Mayors Annual Report on Form 20-F filed with the SEC on July 12, 2010.+

4.68 *		Employment Agreement between Birks & Mayors Inc. and Deborah Nicodemus, dated February 22, 2011.

4.69 *		Second Amended and Restated Revolving Credit and Security Agreement, among Birks & Mayors Inc., Mayor’s Jewelers, Inc. Certain Financial Institutions, as Lenders, Bank of America, N.A., as Administrative Agent, Bank of America, N.A. (acting through its Canada branch) as Canadian Agent, Bank of America, N.A. and Wells Fargo Bank, National Association, as Co-Collateral Agents with Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Capital Finance, LLC, as Co-Lead Arrangers and Co-Book Managers, dated as of June 8, 2011.

4.70 *		Amended and Restated Term Loan and Security Agreement, among Birks & Mayors Inc., Certain Financial Institutions, as Lenders, GB Merchant Partners, LLC, as Administrative Agent and Co-Collateral Agent and Wells Fargo Credit, Inc., as Co-Collateral Agent and as Documentation Agent, dated as of June 8, 2011.


Exhibit Number		Description of Document
8.1 *		Subsidiaries of Birks & Mayors Inc.

12.1 *		Certification of President and Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a).

12.2 *		Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a).

13.1 *		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

13.2 *		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

15.1 *		Consent of KPMG LLP.

*	Filed herewith.

+	Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the SEC.

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.


				BIRKS & MAYORS INC.

Date: July 8, 2011				/s/ M ICHAEL R ABINOVITCH
				Michael Rabinovitch,
				*Senior Vice President and Chief Financial Officer*

Item 17.

Financial Statements

Not applicable.

Item 18.

Financial Statements

INDEX TO FINANCIAL STATEMENTS


	Page

Report of Independent Registered Public Accounting Firm – KPMG LLP		F-2

Consolidated Balance Sheets as of March 26, 2011 and March 27, 2010		F-3

Consolidated Statements of Operations for the Fiscal Years Ended March 26, 2011, March 27, 2010 and March 28, 2009		F-4

Consolidated Statements of Stockholders’ Equity for the Fiscal Years Ended March 26, 2011, March 27, 2010 and March 28, 2009		F-5

Consolidated Statements of Cash Flows for the Fiscal Years Ended March 26, 2011, March 27, 2010 and March 28, 2009		F-6

Notes to Consolidated Financial Statements		F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

Birks & Mayors Inc.

We have audited the accompanying consolidated balance sheets of Birks & Mayors Inc. and subsidiaries as of March 26, 2011 and March 27, 2010 and the related consolidated statements of operations, stockholders’ equity and cash flows for the years ended March 26, 2011, March 27, 2010 and March 28, 2009. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Birks & Mayors Inc. and subsidiaries as of March 26, 2011 and March 27, 2010 and their consolidated results of operations and their consolidated cash flows for the years ended March 26, 2011, March 27, 2010 and March 28, 2009 in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP*

Chartered Accountants

Montréal, Canada

July 8, 2011

*	CA Auditor permit no. 13381

F-2

BIRKS & MAYORS INC. AND SUBSIDIARIES

Consolidated Balance Sheets


	As of
	March 26, 2011			March 27, 2010
	(In thousands)
Assets
Current assets:
Cash and cash equivalents	$	3,342		$	3,403
Accounts receivable		8,120			9,497
Inventories		141,843			143,817
Assets held for sale		—			924
Prepaids and other current assets		2,409			2,297

Total current assets		155,714			159,938
Property and equipment		26,270			28,014
Intangible assets		1,011			1,072
Other assets		1,328			2,710

Total non-current assets		28,609			31,796

Total assets	$	184,323		$	191,734

Liabilities and Stockholders’ Equity
Current liabilities:
Bank indebtedness	$	61,928		$	64,520
Accounts payable		48,262			43,530
Accrued liabilities		9,092			7,806
Current portion of long-term debt		4,339			4,852

Total current liabilities		123,621			120,708
Long-term debt		45,976			48,872
Other long-term liabilities		3,386			3,767

Total long-term liabilities		49,362			52,639
Stockholders’ equity:
Class A common stock – no par value, unlimited shares authorized, issued and outstanding 3,672,535 and 3,672,407, respectively		22,282			22,282
Class B common stock – no par value, unlimited shares authorized, issued and outstanding 7,717,970		38,613			38,613
Preferred stock – no par value, unlimited shares authorized, none issued		—			—
Additional paid-in capital		15,752			15,728
Accumulated deficit		(71,586	)		(63,840	)
Accumulated other comprehensive income		6,279			5,604

Total stockholders’ equity		11,340			18,387

Total liabilities and stockholders’ equity	$	184,323		$	191,734

See accompanying notes to consolidated financial statements

On behalf of the Board of Directors:


/s/ Thomas A. Andruskevich				/s/ Louis L. Roquet
Thomas A. Andruskevich, Director				Louis L. Roquet, Director

F-3

BIRKS & MAYORS INC. AND SUBSIDIARIES

Consolidated Statements of Operations


	Fiscal Year Ended
	March 26, 2011			March 27, 2010			March 28, 2009
	(In thousands, except per share amounts)
Net sales	$	270,948		$	255,057		$	270,896
Cost of sales		154,853			150,606			155,297

Gross profit		116,095			104,451			115,599
Selling, general and administrative expenses		107,231			106,252			113,990
Impairment of goodwill and long-lived assets		—			1,353			13,555
Depreciation and amortization		5,267			5,192			6,212

Total operating expenses		112,498			112,797			133,757

Operating income (loss)		3,597			(8,346	)		(18,158	)
Interest and other financing costs		11,319			11,127			9,967

Loss before income taxes		(7,722	)		(19,473	)		(28,125	)
Income tax expense (benefit)		24			(2	)		32,854

Net loss	$	(7,746	)	$	(19,471	)	$	(60,979	)

Weighted average common shares outstanding
Basic		11,390			11,390			11,339
Diluted		11,390			11,390			11,339
Net loss per share
Basic	$	(0.68	)	$	(1.71	)	$	(5.38	)
Diluted	$	(0.68	)	$	(1.71	)	$	(5.38	)

See accompanying notes to consolidated financial statements.

F-4

BIRKS & MAYORS INC. AND SUBSIDIARIES

Consolidated Statements of Stockholders’ Equity


	Voting common stock outstanding		Voting common stock		Additional paid-in capital		Retained earnings (Accumulated deficit)			Accumulated other comprehensive income (loss)			Total
Balance at March 29, 2008		11,280,135		60,813		15,699		16,610			(250	)		92,872
Net loss		—		—		—		(60,979	)		—			(60,979	)
Cumulative translation adjustment		—		—		—		—			2,990			2,990

Total comprehensive loss		—		—		—		—			—			(57,989	)
Issuance of shares under ESPP and exercise of stock options		110,242		82		—		—			—			82
Compensation expense resulting from SARS granted to Management and Directors		—		—		3		—			—			3

Balance at March 28, 2009		11,390,377		60,895		15,702		(44,369	)		2,740			34,968

Net loss		—		—		—		(19,471	)		—			(19,471	)
Cumulative translation adjustment		—		—		—		—			2,864			2,864

Total comprehensive loss		—		—		—		—			—			(16,607	)
Compensation expense resulting from SARS granted to Directors		—		—		1		—			—			1
Compensation expense resulting from amendment of previously granted SARS and stock options to Management		—		—		25		—			—			25

Balance at March 27, 2010		11,390,377	$	60,895	$	15,728	$	(63,840	)	$	5,604		$	18,387

Net loss		—		—		—		(7,746	)		—			(7,746	)
Cumulative translation adjustment		—		—		—		—			675			675

Total comprehensive loss		—		—		—		—			—			(7,071	)
Compensation expense resulting from stock options granted to Management		—		—		19		—			—			19
Exercise of stock options		128		—		—		—			—			—
Compensation expense resulting from amendment of previously granted stock options to employees		—		—		5		—			—			5

Balance at March 26, 2011		11,390,505	$	60,895	$	15,752	$	(71,586	)	$	6,279		$	11,340

See accompanying notes to consolidated financial statements.

F-5

BIRKS & MAYORS INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows


	Fiscal Year Ended
	March 26, 2011			March 27, 2010			March 28, 2009
	(In thousands)
Cash flows provided by (used in) operating activities:
Net loss	$	(7,746	)	$	(19,471	)	$	(60,979	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Deferred income taxes		—			—			32,854
Depreciation and amortization		5,788			5,922			7,054
Amortization of debt costs		1,614			1,615			797
Goodwill impairment		—			—			11,208
Impairment of long-lived assets		—			1,353			2,347
Other operating activities, net		(344	)		(593	)		(838	)
Decrease (increase) in:
Accounts receivable		1,563			2,188			(532	)
Inventories		5,457			24,692			11,312
Other current assets		(46	)		531			2,376
Increase (decrease) in:
Accounts payable		3,277			12,321			(6,101	)
Accrued liabilities and other long-term liabilities		751			637			471

Net cash provided by (used in) operating activities		10,314			29,195			(31	)

Cash flows (used in) provided by investing activities:
Additions to property and equipment		(2,567	)		(1,725	)		(4,939	)
Proceeds from sale of assets held for sale		975			—			—
Other investing activities, net		(27	)		86			(63	)

Net cash used in investing activities		(1,619	)		(1,639	)		(5,002	)

Cash flows (used in) provided by financing activities:
Decrease in bank indebtedness		(3,380	)		(26,529	)		(16,311	)
Repayment of obligations under capital leases		(2,743	)		(1,724	)		(2,007	)
Increase in obligations under capital leases		—			—			2,899
Payment of loan origination fees and costs		—			(110	)		(3,595	)
Repayment of long-term debt		(2,707	)		(2,439	)		(946	)
Increase in long-term debt		—			4,328			23,973
Other financing activities		(29	)		53			97

Net cash (used in) provided by financing activities		(8,859	)		(26,421	)		4,110
Effect of exchange rate on cash		103			240			(219	)

Net (decrease) increase in cash and cash equivalents		(61	)		1,375			(1,142	)
Cash and cash equivalents, beginning of year		3,403			2,028			3,170

Cash and cash equivalents, end of year	$	3,342		$	3,403		$	2,028

Supplemental disclosure of cash flow information:
Interest paid	$	9,866		$	10,106		$	9,828
Non-cash transactions:
Property and equipment additions acquired through capital leases	$	322		$	75		$	—
Property and equipment additions included in accounts payable and accrued liabilities	$	341		$	197		$	209

See accompanying notes to consolidated financial statements.

F-6

BIRKS & MAYORS INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Years ended March 26, 2011, March 27, 2010 and March 28, 2009

Birks & Mayors Inc. (“Birks & Mayors”) or (“Birks”) or (“the Company”) is incorporated under the Canada Business Corporations Act. The principal business activities of the Company and its subsidiaries are the design, manufacture and retail sale of luxury jewelry, timepieces and giftware. The Company’s consolidated financial statements are prepared using a fiscal year which consists of 52 or 53 weeks and ends on the last Saturday in March of each year. The fiscal years ended March 26, 2011, March 27, 2010, and March 28, 2009 include fifty-two weeks.

1.	Basis of presentation and future operations:

Basis of presentation

These consolidated financial statements include the accounts of the Canadian parent company Birks & Mayors and its wholly-owned subsidiary, Mayor’s Jewelers, Inc. (“Mayors”), and are reported in U.S. dollars and in accordance with accounting principles generally accepted in the U.S. These principles require management to make certain estimates and assumptions that affect amounts reported and disclosed in the financial statements and related notes. The most significant estimates include valuation of inventories and accounts receivable, provisions for income taxes, valuation of deferred tax assets and the recoverability of long-lived assets. Actual results could differ from these estimates. Periodically, the Company reviews all significant estimates and assumptions affecting the financial statements relative to current conditions and records the effect of any necessary adjustments. All significant intercompany accounts and transactions have been eliminated upon consolidation.

Future operations

These financial statements have been prepared on a going concern basis in accordance with generally accepted accounting principles in the U.S. The going concern basis of presentation assumes that the Company will continue its operations for the foreseeable future and be able to realize its assets and discharge its liabilities and commitments in the normal course of business. The difficult economic and retail environment, especially in Florida (where the Company derives a significant portion of its revenues), have negatively impacted not only the Company’s operating performance, but its availability to sources of financing to fund its operations and its cost of capital. While the Company renewed its senior secured revolving credit facility and senior secured term loans in June 2011, the Company’s ability to fund its operations and meet its cash flow requirements in order to fund its operations is dependant upon its ability to maintain positive excess availability under its senior secured revolving credit facilities. Both its senior secured revolving credit facility lenders and its senior secured term loan lender may impose, at any time, discretionary reserves, which would lower the level of borrowing availability under the Company’s senior secured revolving credit facility (customary for asset based loans), at their reasonable discretion, to: i) ensure that the Company maintains adequate liquidity for the operation of its business, ii) cover any deterioration in the amount or value of the collateral and iii) reflect impediments to the lenders to realize upon the collateral.

There is no limit to the amount of discretionary reserves that the Company’s senior secured revolving credit facility lenders may impose using reasonable discretion, however, the Company’s senior secured term loan lender’s ability to impose discretionary reserves at its reasonable discretion is limited to 5% of the senior secured credit facility availability. No discretionary reserves were imposed during fiscal 2011 and 2010, however, during fiscal 2009, from February 11, 2009 to February 23, 2009, the senior secured term loan lender imposed a discretionary reserve of $4 million. While the Company’s senior secured revolving credit

F-7

BIRKS & MAYORS INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

Years ended March 26, 2011, March 27, 2010 and March 28, 2009

facility lenders have not historically imposed such a restriction, it is uncertain whether conditions could change and cause such a reserve to be imposed in the future. In addition, the value of the Company’s inventory is periodically assessed by its lenders and based upon these reviews the Company’s borrowing capacity could be significantly increased or decreased.

Another factor impacting the Company’s excess availability includes, among others, changes in the U.S. and Canadian dollar exchange rate, which could increase or decrease the Company’s borrowing availability. Furthermore, a $15 million, a $7.5 million and a $2.5 million seasonal availability block was imposed by the senior secured revolving credit facility lenders and the senior secured term loan lender each year from December 20 ^th to January 20 ^th , from January 21 ^st to February 10 ^th and from February 11 ^th to February 20 ^th , respectively. In June 2011, upon the amendment of the senior credit facilities, the availability blocks have been changed. Under the terms of the amended facilities, a $12.5 million and a $5 million seasonal availability block are imposed from December 20 ^th to January 20 ^th and from January 21 ^st to February 10 ^th , respectively. Both the Company’s senior secured revolving credit facility and its senior secured term loan are subject to cross default provisions with all other loans, by which if the Company is in default with any other loan the default will immediately apply to both the senior secured revolving credit facility and the senior secured term loan.

The Company believes that it will be able to adequately fund its operations and meet its cash flow requirements for the next twelve months. This determination, however, could be impacted by economic, financial, competitive, legislative and regulatory factors, as well as other events that are beyond the Company’s control. If any of the factors or events described previously result in operating performance being significantly lower than currently forecasted or if the Company’s senior lenders impose additional restrictions on its ability to borrow on the Company’s collateral, there could be significant uncertainty about the Company’s ability to continue as a going-concern, and its capacity to realize the carrying value of its assets and repay its existing and future obligations as they generally become due without additional financing which may not be available. These financial statements do not reflect adjustments that would be necessary if the going concern assumptions were not appropriate.

2.	Significant accounting policies:

(a)	Revenue recognition:

Sales are recognized at the point of sale when merchandise is picked up by the customer or shipped to a customer. Shipping and handling fees billed to customers are included in net sales. Revenues for gift certificate sales and store credits are recognized upon redemption. Prior to recognition as a sale, gift certificates are recorded as accrued liabilities on the balance sheet. Based on historical redemption rates, gift certificates and store credits, not subject to unclaimed property laws, are recorded as income. Gift certificates and store credits outstanding and subject to unclaimed property laws are maintained as accrued liabilities until remitted in accordance with local ordinances.

Sales of consignment merchandise are recognized at such time as the merchandise is sold and are recorded on a gross basis because the Company is the primary obligor of the transaction, has general latitude on setting the price, has discretion as to the suppliers, is involved in the selection of the product and has inventory loss risk. Sales are reported net of returns and sales taxes. The Company generally gives its customers the right to return merchandise purchased by them within 10 to 90 days, depending on the product sold and records a provision at the time of sale for the effect of the estimated returns. Revenues for repair services are recognized when the service is delivered to and accepted by the customer.

F-8

BIRKS & MAYORS INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

Years ended March 26, 2011, March 27, 2010 and March 28, 2009

Revenue related to the Company’s purchases of gold and other precious metals from our customers are recognized when the Company delivers the goods, and receives and accepts an offer from a refiner to purchase the gold and other precious metal.

(b)	Cost of sales:

Cost of sales includes direct inbound freight, direct labor related to repair services, design and creative, the jewelry studio, inventory shrink, inventory thefts, and boxes (jewelry, watch and giftware). Indirect freight including inter-store transfers, purchasing and receiving costs, distribution costs, warehousing costs and quality control costs are included in selling, general and administrative expenses. Purchase discounts are recorded as a reduction of inventory cost and are recorded to cost of sales as the items are sold. Mark down dollars received from vendors are recorded as a reduction of inventory costs to the specific items to which they apply and are recognized in cost of sales once the items are sold. Other vendor allowances, primarily related to the achievement of certain milestones, are infrequent and insignificant and are recognized upon achievement of the specified milestone in cost of sales. Included in cost of sales is depreciation related to manufacturing machinery, equipment and facilities of $521,000, $730,000 and $842,000 for the years ended March 26, 2011, March 27, 2010 and March 28, 2009, respectively.

(c)	Cash and cash equivalents:

The Company considers all highly liquid investments purchased with original maturities of three months or less and amounts receivable from external credit card issuers to be cash equivalents. Amounts receivable from credit card issuers are included in cash and cash equivalents and are typically converted to cash within 2 to 4 days of the original sales transaction. These amounts totaled $1.7 million at March 26, 2011 and $1.8 million at March 27, 2010.

(d)	Accounts receivable:

Accounts receivable arise primarily from customers’ use of the Mayors credit card and sales to Birks & Mayors corporate customers. Several installment sales plans are offered to the Mayors credit card holders which vary as to repayment terms and finance charges assessed. Finance charges on Mayors’ consumer credit receivables, when applicable, accrue at rates ranging from 7.9% to 18% per annum. Finance charges on Mayors consumer credit accounts are not significant. The Company maintains allowances for doubtful accounts associated with the accounts receivable recorded on the balance sheet for estimated losses resulting from the inability of its customers to make required payments. The allowance is determined based on a combination of factors including, but not limited to, the length of time that the receivables are past due, the Company’s knowledge of the customer, economic and market conditions and historical write-off experiences. The Company classifies a receivable account as past due if a required payment amount has not been received within the allotted time frame (generally 30 days), after which internal collection efforts commence. Once all internal collection efforts have been exhausted and management has reviewed the account, the account is put on nonaccrual status and may be sent for external collection or legal action. Upon the suspension of the accrual of interest, interest income is recognized to the extent cash payments received exceed the balance of the principal amount owed on the account. After all collection efforts have been exhausted, including internal and external collection efforts, an account is written off.

The Company guarantees a portion of its private label credit card sales to its credit card vendor. The Company maintains a liability associated with these outstanding amounts. Similar to the allowance for

F-9

BIRKS & MAYORS INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

Years ended March 26, 2011, March 27, 2010 and March 28, 2009

doubtful accounts, the liability related to these guaranteed sales amounts are based on a combination of factors including the length of time the receivables are past due to the Company’s credit card vendor, the Company’s knowledge of the customer, economic and market conditions and historical write-off experiences of similar credits. If the financial conditions of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.

(e)	Inventories:

Retail inventories and inventories of raw materials are valued at the lower of average cost or market. Inventories of work in progress and Company manufactured finished goods are valued at the lower of average cost (which includes material, labor and overhead costs) or market. The Company records provisions for lower of cost or market, damaged goods, and slow-moving inventory. The cost of inbound freight and duties are included in the carrying value of the inventories.

The allowance for inventory shrink is estimated for the period from the last physical inventory date to the end of the reporting period on a store by store basis and at our factories and distribution centers. Such estimates are based on experience and the shrink results from the last physical inventory. The shrink rate from the most recent physical inventory, in combination with historical experience, is the basis for providing a shrink allowance. Inventory is written down for estimated slow moving inventory equal to the difference between the cost of inventory and the estimated market value based on assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required.

(f)	Assets held for sale:

Assets held for sale represent assets owned by the Company that management has committed to sell in the near term and has either identified or is actively seeking out potential buyers for these assets as of the balance sheet date. As of March 27, 2010, assets included in this line item were comprised of the Company’s manufacturing facility and land in Rhode Island. Assets held for sale are valued at the lower of their carry value or fair value less cost to sell. The capital lease liability associated with this facility was included in the current portion of long-term debt on the balance sheet as of March 27, 2010. During the year ended March 26, 2011, the Company sold the manufacturing facility and land included in this category and paid off its capital lease liability associated with the facility. No material gain or loss was recorded related to the sale of these assets.

(g)	Property and equipment:

Property and equipment are recorded at cost. Maintenance and repair costs are charged to selling, general and administrative expenses as incurred, while expenditures for major renewals and improvements are capitalized. Depreciation and amortization are computed using the straight-line method based on the estimated useful lives of the assets as follows:


Asset		Period
Buildings		Lesser of term of the lease or the economic life
Leasehold improvements		Lesser of term of the lease or the economic life
Software and electronic equipment		3 - 10 years
Molds		2 - 5 years
Furniture and fixtures		5 - 8 years
Equipment and vehicles		3 - 8 years

F-10

BIRKS & MAYORS INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

Years ended March 26, 2011, March 27, 2010 and March 28, 2009

(h)	Goodwill and intangible assets:

Goodwill is not amortized but is tested for impairment annually, or more frequently, if events or changes in circumstances indicate that the asset might be impaired. During fiscal 2009, due to a combination of factors, including a significant decline in the Company’s stock price and its impact on the Company’s market capitalization as compared to its net book value, as well as the impact of economic downturn on customer demand especially during the holiday season, illiquidity in the overall credit markets and continued forecasted declines in customer demand in the luxury retail market, the Company performed a two-step impairment analysis which required the Company to estimate the fair value of its retail reporting unit based upon its projection of revenues, operating costs, and cash flows considering historical and anticipated future results. The valuation employs a combination of present value techniques to measure fair value and considers market factors. The key assumptions used to determine the fair value of our reporting units were: (a) expected cash flow for a period of five years; (b) terminal values based upon terminal growth rate of 3%; and (c) a discount rate of 11% which was based on the Company’s best estimate during the period of the weighted average cost of capital adjusted for risks associated with its retail reporting unit. Based on its analysis, the Company determined that the entire carrying amount of the goodwill recorded on its books was impaired and therefore, the Company recognized an $11.2 million impairment charge during fiscal 2009.

Trademarks and tradenames are amortized using the straight-line method over a period of 15 to 20 years. The Company had $1.5 million of unamortized intangible assets at March 26, 2011 and March 27, 2010. The Company had $0.5 million and $0.4 million of accumulated amortization of intangibles at March 26, 2011 and March 27, 2010, respectively.

(i)	Deferred financing costs:

The Company amortizes deferred financing costs incurred in connection with its financing agreements using the effective interest method over the related period of the financing. Such deferred costs are included in other assets in the accompanying consolidated balance sheets.

(j)	Warranty accrual:

The Company generally provides warranties on its jewelry and watches for periods extending up to three years and has a battery replacement policy for its private label watches. The Company accrues a liability based on its historical repair costs for such warranties.

(k)	Income taxes:

The Company accounts for income taxes in accordance with U.S. GAAP. Under U.S. GAAP, deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial statement reporting purposes and the bases for income tax purposes, and (b) operating losses and tax credit carryforwards. Deferred income tax assets are evaluated and, if realization is not considered to be more-likely-than-not, a valuation allowance is provided (see note 9(a) to the Company’s Consolidated Financial Statements).

(l)	Foreign exchange:

Monetary assets and liabilities denominated in foreign currencies are translated at the rates of exchange in effect at the balance sheet date. Other balance sheet items denominated in foreign currencies are translated at the rates prevailing at the respective transaction dates. Revenue and expenses denominated in foreign

F-11

BIRKS & MAYORS INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

Years ended March 26, 2011, March 27, 2010 and March 28, 2009

currencies are translated at average rates prevailing during the year. Gains (losses) on foreign exchange of $0.4 million, $1.5 million and ($0.8 million) are recorded in cost of goods sold for the years ended March 26, 2011, March 27, 2010 and March 28, 2009, respectively and $12,000 and $0.7 million of gains on foreign exchange were recorded in interest and other financial costs related to U.S. dollar denominated debt of the Company’s Canadian operations for the years ended March 26, 2011 and March 27, 2010, respectively. There were no foreign exchange gains or losses associated with U.S. dollar denominated debt in the year ended March 28, 2009.

Birks & Mayors’ Canadian operations’ functional currency is the Canadian dollar while the reporting currency of the Company is the U.S. dollar. The assets and liabilities denominated in Canadian dollars are translated for reporting purposes at exchange rates in effect at the balance sheet dates. Revenue and expense items are translated at average exchange rates prevailing during the periods. The resulting gains and losses are accumulated in other comprehensive income.

(m)	Asset impairment:

The Company periodically reviews the estimated useful lives of its depreciable assets and changes in useful lives are made on a prospective basis unless factors indicate the carrying amounts of the assets may not be recoverable and an impairment write-down is necessary. However, the Company will review its long-lived assets for impairment once events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Measurement of an impairment loss for such long-lived assets would be based on the difference between the carrying value and the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of the carrying amount or fair value less cost to sell. No impairment charge was required in fiscal 2011. During fiscal 2010 and 2009, the Company’s evaluation resulted in the determination that the carrying value of long-lived assets, primarily leasehold improvements at certain of the Company’s U.S. retail stores and one if its manufacturing facilities in the U.S. would likely not be recovered through estimated future cash flows, considering assumptions regarding the expected lives of those assets. As a result, the Company recorded impairment charges of $0.9 million and $2.3 million in fiscal 2010 and 2009, respectively, to reduce the carrying value of these assets to their estimated fair value. During fiscal 2010, the Company also evaluated the carrying value of assets held for sale to determine if, based on market conditions, the value of these assets should be adjusted. Based on offers to purchase and third-party real estate valuation sources at the time, the Company determined that the carrying value of these assets were higher than the estimated market value less selling costs. Accordingly, the Company recorded an impairment charge of $0.5 million during fiscal 2010.

(n)	Advertising and marketing costs:

Advertising and marketing costs are generally charged to expense as incurred and are included in selling, general and administrative expenses in the consolidated statements of operations. However, certain expenses such as those related to catalogs are expensed at the time such catalogs are shipped to recipients. The Company and its vendors participate in cooperative advertising programs in which the vendors reimburse the Company for a portion of certain specific advertising costs which are netted against advertising expense in selling, general and administrative expenses, and amounted to $2.9 million, $2.5 million and $3.6 million in the years ended March 26, 2011, March 27, 2010 and March 28, 2009, respectively. Advertising and marketing expense, net of vendor cooperative advertising allowances, amounted to $8.0 million, $9.5 million and $10.5 million in the years ended March 26, 2011, March 27, 2010 and March 28, 2009, respectively.

F-12

BIRKS & MAYORS INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

Years ended March 26, 2011, March 27, 2010 and March 28, 2009

(o)	Pre-opening expenses:

Pre-opening expenses related to the opening of new and relocated stores are expensed in the period incurred.

(p)	Operating leases:

All material lessor incentive amounts on operating leases are deferred and amortized as a reduction of rent expense over the term of the lease. Rent expense is recorded on a straight-line basis, which takes into effect any rent escalations, rent holidays and fixturing periods. Lease terms are from the inception of the fixturing period until the end of the initial lease term and generally exclude renewal periods, however, renewal periods would be included in instances in which the exercise of the renewal period option would be reasonably assured and failure to exercise such option would result in an economic penalty. Contingent rent payments vary by lease, are based on a percentage of revenue above a predetermined sales level and are expensed when it becomes probable the sales levels will be achieved. This level is different for each location and includes and excludes various types of sales.

(q)	Earnings per common share:

The following table sets forth the computation of basic and diluted earnings per common share for the years ended March 26, 2011, March 27, 2010 and March 28, 2009:


	Fiscal Year Ended
	March 26, 2011			March 27, 2010			March 28, 2009
	(In thousands, except per share data)
Basic loss per common share computation:
Numerator:
Net loss	$	(7,746	)	$	(19,471	)	$	(60,979	)
Denominator:
Weighted-average common shares outstanding		11,390			11,390			11,339
Loss per common share	$	(0.68	)	$	(1.71	)	$	(5.38	)
Diluted loss per common share computation:
Numerator:
Net loss	$	(7,746	)	$	(19,471	)	$	(60,979	)
Denominator:
Weighted-average common shares outstanding		11,390			11,390			11,339
Dilutive effect of stock options, warrants and stock appreciation rights (SARs)		—			—			—

Weighted-average common shares outstanding—diluted		11,390			11,390			11,339
Diluted loss per common share	$	(0.68	)	$	(1.71	)	$	(5.38	)

For the year ended March 26, 2011, the effect from the assumed exercise of 547,326 shares underlying outstanding stock options, 382,693 shares underlying outstanding warrants, and 21,737 shares underlying outstanding stock appreciation rights were excluded from the computation of net income per diluted share due to their antidilutive effect. For the year ended March 27, 2010, the effect from the assumed exercise of 676,454 shares underlying outstanding stock options, 382,693 shares underlying outstanding warrants, and 21,737 shares underlying outstanding stock appreciation rights were excluded from the computation of net

F-13

BIRKS & MAYORS INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

Years ended March 26, 2011, March 27, 2010 and March 28, 2009

income per diluted share due to their antidilutive effect. For the year ended March 28, 2009, the effect from the assumed exercise of 1,013,000 shares underlying outstanding stock options, 382,693 shares underlying outstanding warrants, and 113,034 shares underlying outstanding stock appreciation rights were excluded from the computation of net income per diluted share due to their antidilutive effect.

(r)	Commodity and currency risk:

The Company has exposure to market risk related to gold, silver, platinum and diamond purchases and foreign exchange risk. The Company may periodically enter into gold futures contracts to economically hedge a portion of these risks. At March 26, 2011 and March 27, 2010, there were no contracts outstanding.

3.	Accounts receivable:

Accounts receivable at March 26, 2011 and March 27, 2010 consist of the following:


	As of
	March 26, 2011		March 27, 2010
	(In thousands)
Customer trade receivables	$	6,502	$	6,920
Other receivables		1,618		2,577

	$	8,120	$	9,497

Included in customer trade receivables as of March 26, 2011 and March 27, 2010, was $0.7 million and $0.4 million, respectively, of net trade receivables on nonaccrual status.

Continuity of the allowance for doubtful accounts is as follows (in thousands):


Balance March 29, 2008	$	1,191
Additional provision recorded		851
Net write-offs		(253	)

Balance March 28, 2009		1,789
Additional provision recorded		1,143
Net write-offs		(414	)

Balance March 27, 2010		2,518
Additional provision recorded		247
Net write-offs		(283	)

Balance March 26, 2011	$	2,482

Certain sales plans relating to customers use of Mayors credit cards provide for revolving lines of credit and/or installment plans under which the payment terms exceed one year. These receivables, amounting to approximately $3.8 million and $3.7 million at March 26, 2011 and March 27, 2010, respectively, are included in accounts receivable in the accompanying consolidated balance sheets.

F-14

BIRKS & MAYORS INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

Years ended March 26, 2011, March 27, 2010 and March 28, 2009

4.	Inventories:

Inventories are summarized as follows:


	As of
	March 26, 2011		March 27, 2010
	(In thousands)
Raw materials	$	4,420	$	3,346
Work in progress		655		712
Retail inventories and manufactured finished goods		136,768		139,759

	$	141,843	$	143,817

Continuity of the obsolescence reserve for inventory is as follows (in thousands):


Balance March 29, 2008	$	2,941
Additional charges		1,442
Deductions		(1,405	)

Balance March 28, 2009		2,978
Additional charges		2,625
Deductions		(713	)

Balance March 27, 2010		4,890
Additional charges		1,535
Deductions		(1,339	)

Balance March 26, 2011	$	5,086

5.	Property and equipment:

The components of property and equipment are as follows:


	As of
	March 26, 2011			March 27, 2010
	(In thousands)
Land	$	6,661		$	6,333
Buildings		9,462			8,822
Leasehold improvements		49,120			47,332
Equipment and vehicles		2,338			2,201
Molds		6,092			5,626
Furniture and fixtures		10,356			10,121
Software and electronic equipment		19,063			17,489

		103,092			97,924
Accumulated depreciation		(76,822	)		(69,910	)

	$	26,270		$	28,014

F-15

BIRKS & MAYORS INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

Years ended March 26, 2011, March 27, 2010 and March 28, 2009

Property and equipment, having a cost of $20.3 million and a net book value of $12.1 million at March 26, 2011, and a cost of $20.5 million and a net book value of $13.3 million at March 27, 2010, are under capital leasing arrangements.

6.	Bank indebtedness:

During fiscal 2009, the Company executed an amendment and extension of its senior secured revolving credit facility. The Company’s $160 million senior secured revolving credit facility, which was set to expire on January 19, 2009, was amended and extended for a total of $132 million and bears interest in the range of LIBOR plus 2.5% to LIBOR plus 3.0% (based on excess availability thresholds) for up to a $124 million tranche of the facility and in the range LIBOR plus 4.5% to LIBOR plus 5.0% (based on excess availability thresholds) for an $8 million tranche of the facility. This credit facility has a three-year term expiring in December 2011 and is primarily to be used to finance inventory, capital expenditures, working capital and provide liquidity for other general corporate purposes. In June 2011, subsequent to year end, the senior secured revolving credit facility was amended and extended. See Note 16 Subsequent events for more information on the amended facility.

As of March 26, 2011 and March 27, 2010, bank indebtedness consisted solely of the Company’s senior secured revolving credit facility which had an outstanding balance of $61.9 million and $64.5 million, respectively. The senior secured revolving credit facility is collateralized by substantially all of the Company’s assets. The Company’s ability to fund its operations and meet its cash flow requirements in order to fund its operations is dependant upon its ability to maintain positive excess availability under its senior credit facilities. Both its senior secured revolving credit facility lender and its senior secured term loan lender may impose, at any time, discretionary reserves (customary for asset based loans), at their reasonable discretion, to: i) ensure that the Company maintains adequate liquidity for the operation of its business, ii) cover any deterioration in the amount or value of the collateral and iii) reflect impediments to the lenders to realize upon the collateral. There is no limit to the amount of discretionary reserves that the Company’s senior secured revolving credit facility lender may impose using reasonable discretion, however, the Company’s senior secured term loan lender’s ability to impose discretionary reserves at its reasonable discretion is limited to 5% of the senior secured credit facility availability. No discretionary reserves were imposed during fiscal 2011 and 2010, however, during fiscal 2009 from February 11, 2009 to February 23, 2009, the senior secured term loan lender imposed a discretionary reserve of $4 million.

While the Company’s senior secured revolving credit facility lenders have not historically imposed such a restriction, it is uncertain whether conditions could change and cause such a reserve to be imposed in the future. In addition, the value of the Company’s inventory is periodically assessed by its lenders and based upon these reviews the Company’s borrowing capacity could be significantly increased or decreased. Another factor impacting the Company’s excess availability includes, among others, changes in the U.S. and Canadian dollar exchange rate, which could increase or decrease the Company’s borrowing availability. Furthermore, a $15 million, a $7.5 million and a $2.5 million seasonal availability block were imposed by the senior secured revolving credit facility lenders and the senior secured term loan lender each year from December 20 ^th to January 20 ^th , from January 21 ^st to February 10 ^th and from February 11 ^th to February 20 ^th , respectively. Subsequent to year end, the seasonal availability block amounts have been changed as part of the amended senior secured revolving credit facility. See Note 16 Subsequent Events for amended availability block amounts. The Company’s senior secured revolving credit facility and its senior secured term loan are subject to cross default provisions with all other loans, by which if the Company is in default

F-16

BIRKS & MAYORS INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

Years ended March 26, 2011, March 27, 2010 and March 28, 2009

with any other loan the default will immediately apply to both the senior secured revolving credit facility and the senior secured term loan. As of March 26, 2011, a 100 basis point strengthening or weakening of the Canadian versus the U.S. dollar would cause an approximate $214,000 increase or decrease in the amount of excess availability. The Company’s excess borrowing capacity was $20.5 million as of March 26, 2011.

The senior secured revolving credit facility also contains limitations on the Company’s ability to pay dividends, more specifically, among other limitations, the Company can pay dividends only at certain excess borrowing capacity thresholds and the aggregate dividend payment for the twelve-month period ended as of any fiscal quarter cannot exceed 33% of the consolidated net income for such twelve-month period. Additionally, we are required to maintain a fixed charge coverage ratio of at least 1.30 to 1.00 and a minimum excess availability of $20 million in order to qualify for payment of dividends. Besides these financial covenants related to paying dividends, the terms of this facility provide that no financial covenants are required to be met.

The information concerning the Company’s senior secured credit facility is as follows:


	Fiscal Year Ended
	March 26, 2011			March 27, 2010
	(In thousands)
Maximum borrowing outstanding during the year	$	90,636		$	98,763
Average outstanding balance during the year	$	69,907		$	83,112
Weighted average interest rate for the year		3.8	%		3.7	%
Effective interest rate at year-end		4.0	%		3.6	%

As security for the bank indebtedness, the Company has provided some of its lenders the following: (i) general assignment of all accounts receivable, other receivables and trademarks; (ii) general security agreements on all of the Company’s assets; (iii) insurance on physical assets in a minimum amount equivalent to the indebtedness, assigned to the lenders; (iv) a mortgage on moveable property (general) under the Civil Code (Québec) of $255,676,000 (CAN$250,000,000); (v) lien on machinery, equipment and molds and dies; and (vi) a pledge of trademark and stock of the Company’s subsidiaries.

F-17

BIRKS & MAYORS INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

Years ended March 26, 2011, March 27, 2010 and March 28, 2009

7.	Long-term debt:

(a)	Long-term debt consists of the following:


	As of
	March 26, 2011		March 27, 2010
	(In thousands)
Term loan from GB Merchants that is subordinated in lien priority to the Company’s senior secured revolving credit facility and bears interest at an annual rate of the greater of 16% per annum or one-month LIBOR based rate plus 12% with a three-year term expiring in December 2011.	$	12,500	$	13,000
Obligation under capital lease on land and buildings, pursuant to a sale-leaseback transaction. The term loan is being amortized using an implicit annual interest rate of 10.74% over the term of the lease of 20 years with a balloon payment and is repayable in monthly installments of approximately $155,960 (Cdn$152,500). The balance at March 26, 2011 and March 27, 2010 was Cdn$14,607,000 and Cdn$14,956,000, respectively.		14,939		14,442
Term loan from Investissement Québec of Cdn$10 million, bearing interest at an annual rate of prime plus 5.5%, repayable beginning in April 2012 in 48 equal monthly capital repayments of $213,063 (Cdn$208,333), secured by the assets of the Company.		10,227		9,723
Obligations under capital leases, at annual interest rates between 6% and 10%, secured by leasehold improvements, furniture, and equipment, maturing at various dates from June 2009 to December 2012.		3,900		5,025
Non-interest bearing notes payable with a 10% imputed interest rate entered into in connection with the acquisition of certain assets of Brinkhaus, repayable in three equal installments of $1,739,000 (Cdn$1,700,000, including imputed interest), payable in June 2009, April 2010 and April 2011. The balance at March 26, 2011 and March 27, 2010 was Cdn$1,686,000 and Cdn$3,212,000, respectively.		1,724		3,123
Cash advance provided by the Company’s controlling shareholder bearing interest at an annual rate of 17.8%, including withholding taxes (Note 14(c))		5,000		5,000
Term loan from Investissement Québec, bearing interest at an annual rate of prime plus 3.5%, repayable beginning in May 2009 in 20 monthly capital repayments of $36,000 (Cdn$35,000) and 40 monthly payments of $56,200 (Cdn$55,000), secured by the assets of the Company and subject to certain financial covenants. The balance at March 26, 2011 and March 27, 2010 was Cdn$1,980,000 and Cdn$2,480,000, respectively. (b)		2,025		2,411
Obligation under capital lease on land and building, bearing annual interest of 5%, repayable in monthly capital installments of $5,400, maturing in March 2025, secured by the property, second position on other assets of Cash Gold and Silver USA Inc. and a guarantee by the Company subordinated to all pre-existing debt and subject to certain financial covenants .		—		975
Other long-term loans payable		—		25

		50,315		53,724
Current portion of long-term debt		4,339		4,852

	$	45,976	$	48,872

F-18

BIRKS & MAYORS INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

Years ended March 26, 2011, March 27, 2010 and March 28, 2009

(b)	The Company must comply with certain financial covenants associated with a Cdn$2.5 million term loan reflected in the preceding table. As of March 26, 2011, the Company was in compliance with these financial covenants.

(c)	Future minimum lease payments for capital leases required in the following five years and thereafter are as follows (in thousands):


Year ending March:
2012	$	3,715
2013		4,045
2014		2,162
2015		2,143
2016		2,131
Thereafter		17,419

		31,615
Less imputed interest		12,776

	$	18,839

(d)	Principal payments on long-term debt required in the following five years and thereafter, including obligations under capital leases, are as follows and reflect the extension of the term loan from GB merchants subsequent to year end (in thousands):


Year ending March:
2012	$	4,339
2013		3,088
2014		3,870
2015		3,246
2016		15,810
Thereafter		19,962

	$	50,315

(e)	As of March 26, 2011 and March 27, 2010, the Company had $1.9 million and $1.5 million, respectively, of outstanding letters of credit which were provided to certain lenders.

8.	Benefit plans and stock-based compensation:

(a)	Stock option plans and arrangements:

(i)

The Company can issue stock options and SARs to executive management, key employees and directors under a stock-based compensation plan.

The Company has a Long-Term Incentive Plan under which awards may be made in order to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to employees and to promote the success of the Company. Any employee or consultant selected by the administrator is eligible for any type of award provided for under the Long-Term Incentive Plan, except that incentive stock options may not be granted to consultants. The Long-Term

F-19

BIRKS & MAYORS INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

Years ended March 26, 2011, March 27, 2010 and March 28, 2009

Incentive Plan provides for the grant of units and performance units or share awards. The Long-Term Incentive Plan authorizes the issuance of 900,000 Class A voting shares, which consist of authorized but unissued Class A voting shares. The Company is restricted from issuing Class A voting shares or equity based awards under this program without the approval of the shareholders of the Company if such issuance, when combined with the Class A voting shares issuable under this plan or any of the Company’s other equity incentive award plans exceeds 1,304,025 Class A voting shares. As of March 26, 2011, there were 28,310 cash-based stock appreciation rights that were granted under the Long-Term Incentive Plan. The stock appreciation rights outstanding under the Long-Term Incentive Plan have a weighted average exercise price of $6.61. During fiscal 2011, stock options to purchase 55,000 shares of the Company’s Class A voting shares were issued with a three year vesting period, an average exercise price of $1.25 and expiration date 10 years after grant. The weighted-average grant-date fair value of the options granted during fiscal 2011 was $1.12. The fair values of the newly issued options were calculated as of the date of their grant, using the Black-Scholes pricing model with the following weighted-average assumptions: Dividend yield – 0%; Expected volatility – 99.3%; Risk-free interest rate – 2.56%; and expected term in years – 10 years. The intrinsic value of these options as of March 26, 2011 was $6 thousand dollars. The unrecognized compensation related to the non-vested portion of stock options granted as of March 26, 2011 was $43,000. Total compensation cost for options recognized in earnings was $19,000 during fiscal 2011. No stock-based awards were issued or outstanding under this plan in fiscal 2010 and fiscal 2009.

The Company has outstanding employee stock options issued under the Birks Employee Stock Option Plan (the “Birks ESOP”). The Birks ESOP was authorized to issue 237,907 shares or 10% of non-voting common stock. The granting of options, the exercise price and the related vesting period were determined at the discretion of the Board of Directors. The lives of the options issued under the Birks ESOP were not to exceed 10 years with options vesting generally pro-rata over four years. Effective November 15, 2005, no awards are permitted to be granted under the Birks ESOP. However, the Birks ESOP will remain in effect until the outstanding awards issued under the plan terminate or expire by their terms. In March 2010, the Company offered employees who held options under this plan the right to amend their current options. The amended options terms would be consistent with the original grant except that the new options would have a lower exercise price, be exercisable for a lesser number of the Company’s Class A shares, have a new ten-year term and be subject to different terms in the event of a change in control or if the Company had a going-private transaction. The offer to amend expired on April 16, 2010. Effective April 16, 2010, pursuant to the offer to amend, the Company received tendered eligible stock options covering 47,353 shares of its Class A voting shares all of which were fully vested and provided amended fully vested options to purchase up to 9,470 shares of the Company’s Class A voting shares, thereby reducing the number of shares issuable upon exercise of outstanding options by 37,883 shares. The amended options have an exercise price of $1.05 per share. As of March 26, 2011, March 27, 2010 and March 28, 2009, there were 10,142, 49,817 and 72,281 Class A voting shares underlying options granted under the Birks ESOP, respectively.

F-20

BIRKS & MAYORS INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

Years ended March 26, 2011, March 27, 2010 and March 28, 2009

The fair value of the cancelled and newly issued options were estimated as of April 16, 2010, using the Black-Scholes pricing model with the following weighted-average assumptions used for the cancelled and newly issued options as of April 16, 2010:


	Cancelled Options			Newly Issued Options
Dividend yield		0	%		0	%
Expected volatility		116.6	%		95.0	%
Risk-free interest rate		0.96	%		3.79	%
Expected term in years		1.9			10.0

No compensation expense was required to be recorded related to the amended option transaction and no compensation income or expense was required to be recorded for the outstanding option under this plan for the years ended March 26, 2011, March 27, 2010 and March 28, 2009, respectively.

(ii)

The Company had previously issued options to the Company’s Chief Executive Officer under a separate employment agreement. On March 16, 2010, the Company entered into an amendment to the employment agreement with the Company’s Chief Executive Officer to cancel the outstanding options to purchase 509,121 Class A voting shares at exercise prices ranging from CAN $6.00 to CAN $7.00 granted under his previous employment agreement including the right to purchase shares under an anti-dilutive feature and grant new stock options to purchase 242,944 Class A voting shares of the Company. These new options are exercisable for a purchase price of $1.00 per share. The options issued to the Company’s Chief Executive Officer are exercisable and expire either two years after termination or ten years after retirement. Compensation expense of $24,000 was recorded associated with the cancellation and issuance of the new options for the year ended March 27, 2010. The fair values of the cancelled and newly issued options were estimated as of March 16, 2010, using the Black-Scholes pricing model with the following weighted-average assumptions used for both the cancelled and newly issued options:


	March 16, 2010
Dividend yield		0	%
Expected volatility		94.4	%
Risk-free interest rate		3.66	%
Expected term in years		10

No compensation income or expense was required to be recorded for the outstanding option of the Chief Executive Officer for the years ended March 26, 2011 and March 28, 2009, respectively.

(iii)

As of March 26, 2011, the Company had outstanding 15,000 options granted to current and former members of its Board of Directors to acquire Class A voting shares of the Company for a purchase price of CAN$7.73 exercisable at any time until April 23, 2014. No compensation expense (income) was recorded during the years ended March 26, 2011, March 27, 2010 and March 28, 2009, respectively.

F-21

BIRKS & MAYORS INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

Years ended March 26, 2011, March 27, 2010 and March 28, 2009

The following is a summary of the activity of Birks’ stock option plans and arrangements. The weighted average exercise price for Canadian priced options in the summary below have been converted to U.S. dollars using the exchange rate for Canadian and U.S. dollars as of March 26, 2011:


	Options			Weighted average exercise price
Outstanding March 29, 2008		791,767		$	6.54
Forfeited		(64,186	)		6.43

Outstanding March 28, 2009		727,581			6.54
Granted		242,944			1.00
Cancelled		(509,121	)		6.45
Forfeited		(153,643	)		6.42

Outstanding March 27, 2010		307,761			2.37
Granted		64,470			1.22
Cancelled		(47,353	)		7.35
Forfeited		(1,664	)		5.50
Exercised		(128	)		1.05

Outstanding March 26, 2011		323,086		$	1.39

A summary of the status of Birks’ stock options at March 26, 2011 is presented below:


	Options outstanding						Options exercisable
Exercise price	Number outstanding		Weighted average remaining life (years)		Weighted average exercise price		Number exercisable		Weighted average exercise price
$1.00		242,944		2.0	$	1.00		242,944	$	1.00
$1.05		8,842		9.1		1.05		8,842		1.05
$1.25		55,000		9.5		1.25		—		—
$7.73		16,300		2.9		7.91		16,300		7.91

$1.00 – 7.52		323,086		3.5	$	1.39		268,086	$	1.42

Included in the above calculation were 242,944 options to purchase Class A voting shares held by the Company’s Chief Executive Officer which expire either two years after termination for any reason or ten years after retirement. For purposes of the table above, the remaining contractual life was estimated to be two years.

(iv)

Under plans approved by the former Board of Directors of Mayors, the Company has outstanding stock options and SARs issued to employees and members of the Company’s Board of Directors. Under these plans, the option price was required to equal the market price of the stock on the date of the grant or in the case of an individual who owned 10% or more of the common stock of Mayors, the minimum price was to be set at 110% of the market price at the time of issuance. Options granted under these programs generally became exercisable from six months to three years after the date of grant, provided that the individual was continuously employed by Mayors, or in the case of directors, remained on the Board of Directors. All options generally expired no more than ten years after the date of grant. No

F-22

BIRKS & MAYORS INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

Years ended March 26, 2011, March 27, 2010 and March 28, 2009

further awards will be granted under these plans. However, these plans will remain effective until the outstanding awards issued under the plans terminate or expire by their terms. In March 2010, the Company offered employees who held these options the right to amend their current options. The amended options terms would be consistent with the original grant except that the new options would have a lower exercise price, be exercisable for a lesser number of the Company’s Class A shares, have a new ten-year term and be subject to different terms in the event of a change in control or if the Company had a going-private transaction. The offer to amend expired on April 16, 2010. Effective April 16, 2010, pursuant to the offer to amend, the Company received tendered eligible stock option covering 38,433 shares of its Class A voting shares, all of which were fully vested and provided fully vested amended options to purchase up to 2,607 shares of the Company’s Class A voting shares, thereby reducing the number of shares issuable upon exercise of outstanding options by 35,826 shares. The amended options have an exercise price of $1.05 per share. The fair value of the cancelled and newly issued options were estimated as of April 16, 2010, using the Black-Scholes pricing model with the following weighted-average assumptions used for the cancelled and newly issued options as of April 16, 2010:


	Cancelled Options			Newly Issued Options
Dividend yield		0	%		0	%
Expected volatility		128.1	%		95.0	%
Risk-free interest rate		0.57	%		3.79	%
Expected term in years		1.2			10.0

Compensation expense of $5,000 was recorded during the year ended March 26, 2011 related to the stock option amendments. No compensation expense was required to be recorded related to the options outstanding under this program for the years ended March 27, 2010 and March 28, 2009, respectively.

The Company also has outstanding, SARs previously issued under the Mayors plan to members of senior management. During the year ended March 27, 2010, 4,347 SARs were cancelled. On March 16, 2010, the Company amended the remaining outstanding SARS by reducing the number of Class A voting shares that are subject to the amended SARS from 108,687 to 21,737 with the exercise price decreasing from $6.21 to $1.00. The amended SARS were given a new 10 year term and are fully exercisable. As of March 26, 2011, the weighted-average remaining contractual life of these awards was 9.0 years and the aggregate intrinsic value was $8,000. The Company recorded $1,000 related to the amendment of the outstanding SARs for fiscal 2010. The Company recorded $3,000 of compensation expense related to the SARs awards prior to their amendment for fiscal 2009.

The Company issued new shares to satisfy share-based awards and exercise of stock options. During fiscal 2011, 2010 and 2009, respectively, no cash was used to settle equity instruments granted under share-based payment arrangements and as of March 26, 2011, all of the Company’s stock options were out-of-the-money.

F-23

BIRKS & MAYORS INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

Years ended March 26, 2011, March 27, 2010 and March 28, 2009

The following is a summary of the activity of Mayors stock option plans:


	Options			Weighted average exercise price
Outstanding March 29, 2008		290,420		$	12.84
Forfeited/cancelled		(4,828	)		44.70

Outstanding March 28, 2009		285,592			12.30
Forfeited/cancelled		(16,327	)		24.69

Outstanding March 27, 2010		269,265			11.55
Forfeited/cancelled		(47,632	)		30.51
Granted		2,607			1.05

Outstanding March 26, 2011		224,240		$	7.40

A summary of the status of the option plans at March 26, 2011 is presented below:


Range of exercise prices	Number outstanding		Options outstanding and exercisable
Range of exercise prices	Number outstanding		Weighted average remaining life (years)		Weighted average exercise price
$ 1.05 – 1.05		2,607		9.1	$	1.05
$ 2.65 – 3.98		203,461		1.9		3.17
$ 6.00 – 9.00		7,821		3.2		8.16
$ 9.01 – 13.52		1,302		0.9		12.08
$13.53 – 20.30		1,128		0.6		17.02
$30.48 – 45.72		2,560		0.2		43.36
$68.61 – 155.27		5,361		1.2		149.46

$ 1.05 – 155.27		224,240		2.0	$	7.40

Included in the above calculation were 130,425 options that were granted to the Company’s Chief Executive Officer and expire at the earlier of ten years from the grant date or two years after termination of employment, unless terminated for cause, in which case the options expire on his last day of employment with the Company. For purposes of the information within the table above, the remaining contractual life was estimated to be two years.

(b)

As of March 26, 2011, the Company had outstanding warrants exercisable into 382,693 shares of the Company’s stock. These warrants have a weighted average exercise price of $3.42 per share. As of November 1, 2005, these awards were fully-vested and no additional compensation expense will be recognized.

(c)

In connection with its term loan agreement executed in 2003 with Investissement Québec, the lender was entitled to 99,428 options to purchase Class A voting shares at $4.62 (Cdn$4.52) per share. These options expired during fiscal 2011. During fiscal 2011, the Company recorded $17,000 reduction in selling and general administrative expense related to these options. The Company recorded $15,000 of additional interest expense related to these options during fiscal 2010 and $126,000 reduction in interest expense associated with these options during fiscal 2009. Interest expense associated with these options in fiscal 2010 and fiscal 2009 are recorded in interest and other financial costs in the Company’s Consolidated Statement of Operations.

F-24

BIRKS & MAYORS INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

Years ended March 26, 2011, March 27, 2010 and March 28, 2009

(d)	Employee stock purchase plan:

The Company has an Employee Stock Purchase Plan (“ESPP”) that permits eligible employees, which does not include executives of the Company, to purchase the Company’s Class A voting stock at 85% of the Class A voting shares fair market value through regular payroll deductions. A total of 100,000 shares of the Company’s Class A voting shares are reserved for issuance under the ESPP. As of March 26, 2011, 99,995 Class A voting shares were issued under the ESPP and no additional shares will be issued under this plan.

No shares were issued under the plan in fiscal 2011 and 2010 and 63,398 shares were issued under this plan during fiscal 2009.

(e)	Profit sharing plan:

Mayors has a 401(k) Profit Sharing Plan & Trust (the “Plan”), which permits eligible employees to make contributions to the Plan on a pretax salary reduction basis in accordance with the provisions of Section 401(k) of the Internal Revenue Code. Mayors historically made cash contributions of 25% of the employee’s pretax contribution, up to 4% of Mayors employee’s compensation, in any calendar year. Effective January 1, 2009, the Company exercised its right to cancel all future matching contributions to the Plan and as such, no additional matching cash payments were made to the Plan during the remainder of fiscal 2009 and all of fiscal 2010 and 2011. The employer match amounted to $46,000 for the year ended March 28, 2009.

(f)	Executive Management Long-term Cash Incentive Plan:

During the year ended March 31, 2007, the Board of Directors approved the Executive Management Long-term Cash Incentive Plan (“LTCIP”), a cash-based performance plan for members of senior management. The intention of this LTCIP is to reward members of senior management based on the performance of the Company over two performance measurement periods which are comprised of three-year cycles, the first of which began with fiscal 2007 through March 28, 2009 and the second cycle being the period from the beginning of fiscal 2008 through March 27, 2010. The average sales growth rate and average Return on Equity of the Company during this three year period will determine whether and to what extent any payout under this plan will be. The achievement level will then be applied against a targeted compensation amount for each member of senior management covered in the plan.

For a member of senior management to be entitled to a payout under the LTCIP, they must be employed through the completion of the cycle and at the date of payment. In addition, the salary that will be used for each executive in determining their payout will be the salary in force on the first day of the eligibility period for the first cycle and the first day of the third year in the measurement period for the second cycle.

The Company did not meet the required targeted performance levels for the period which began March 31, 2007 through March 28, 2009 or the period from the beginning of fiscal 2008 through March 27, 2010, and as a result, there will be no payout made under the first cycle or the second cycle. During fiscal 2009, $0.8 million of expenses recorded in previous years were reversed due to the Company’s three-year performance not meeting the targeted performance requirements of the plan.

F-25

BIRKS & MAYORS INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

Years ended March 26, 2011, March 27, 2010 and March 28, 2009

9.	Income taxes:

(a)

The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. As of March 26, 2011, the Company had no accrued interest related to uncertain tax positions due to available tax loss carry forwards. The tax years 2007 through 2011 remain open to examination by the major taxing jurisdictions to which the Company is subject.

The Company evaluates its deferred tax assets to determine if any adjustments to its valuation allowances are required. As part of this analysis, the Company reviewed its pre-tax earnings or losses during the current fiscal year and two prior fiscal years in both its Canadian and U.S. operations as well as forecasted usage in future years. This analysis showed the Company incurred a cumulative pre-tax loss associated with both its Canadian and U.S. operations during the current and prior two fiscal years. Accordingly the Company could not reach the required conclusion that it would be able to more likely than not realize the value of both its U.S. and Canadian net deferred tax assets in the future. As a result, the Company maintains a non-cash valuation allowance of $57.8 million against the full value of the Company’s net deferred tax assets.

The significant items comprising the Company’s net deferred tax assets at March 26, 2011 and March 27, 2010 are as follows:


	Fiscal Year Ended
	March 26, 2011			March 27, 2010
	(In thousands)
Deferred tax assets:
Loss and tax credit carry forwards	$	41,576		$	39,870
Difference between book and tax basis of property and equipment		5,165			6,113
Interest expense limitations carry forward		3,820			2,288
Inventory allowances		1,231			941
Other reserves not currently deductible		1,069			1,080
Capital lease obligation		3,915			3,789
Expenses not currently deductible		725			1,194
Other		294			189

Net deferred tax asset before valuation allowance		57,795			55,464
Valuation allowance		(57,795	)		(55,464	)

Net deferred tax asset	$	—		$	—

The following table reconciles the unrecognized tax benefits at March 26, 2011 and March 27, 2010:


	Fiscal Year Ended
	March 26, 2011			March 27, 2010
	(In thousands)
Unrecognized tax benefits at the beginning of the year	$	—		$	—
Gross increase – tax position in current period		444			664
Applied against certain element of deferred tax assets		(444	)		(664	)

Unrecognized tax benefits at the end of the year	$	—		$	—

F-26

BIRKS & MAYORS INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

Years ended March 26, 2011, March 27, 2010 and March 28, 2009

All unrecognized tax benefits would affect the effective tax rate if recognized.

The Company’s income tax expense (benefit) consists of the following components:


	Fiscal Year Ended
	March 26, 2011			March 27, 2010			March 28, 2009
	(In thousands)
Income tax expense (benefit):
Current	$	444		$	461		$	495
Deferred		(4,789	)		(7,266	)		(6,686	)
Valuation allowance		4,369			6,803			39,045

Income tax expense (benefit)	$	24		$	(2	)	$	32,854

The Company’s current federal tax payable at March 26, 2011, March 27, 2010, and March 28, 2009, was $25,000, 25,000 and zero, respectively.

The Company’s provision (benefit) for income taxes varies from the amount computed by applying the statutory income tax rates for the reasons summarized below:


	Fiscal Year Ended
	March 26, 2011			March 27, 2010			March 28, 2009
Canadian statutory rate		29.3	%		30.9	%		31.5	%
Rate differential for U.S. operations		13.9	%		6.7	%		3.2	%
Adjustment to valuation allowance		(62.4	)%		(37.2	)%		(141.5	)%
Utilization of unrecognized losses and other tax attributes		17.8	%		—			—
Permanent differences and other		1.1	%		(0.4	)%		(10.0	)%

Total		(0.3	)%		0.0	%		(116.8	)%

(b)	At March 26, 2011, the Company had federal non-capital losses of Cdn$22.3 million and investment tax credits (“ITC’s”) in Canada of Cdn$239,000 which will expire between 2022 and 2030.

(c)

As of March 26, 2011, Mayors had federal and state net operating loss carry forwards in the U.S. of approximately $98 million and $88 million, respectively. Due to Section 382 limitations from the change in ownership for the year ended March 29, 2003, the utilization of approximately $36.4 million of the pre-acquisition net operating loss carry forwards is limited to approximately $953,000 on an annual basis through 2022. The federal net operating loss carry forwards expire beginning in fiscal 2017 through fiscal 2031 and the state net operating loss carry forwards expire beginning in fiscal 2017 through fiscal 2031. Mayors also has an alternative minimum tax credit carry forward of approximately $1.0 million to offset future federal income taxes.

F-27

BIRKS & MAYORS INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

Years ended March 26, 2011, March 27, 2010 and March 28, 2009

10.

Capital stock:

The Company has two classes of common stock outstanding: Class A and Class B. Class A common shares receive one vote per share. The Class B common stock has substantially the same rights as the Class A common stock except that each share of Class B common stock receives 10 votes per share.


	Class A common stock				Class B common stock				Total common stock
	Number of Shares		Amount		Number of Shares		Amount		Number of Shares		Amount
Balance as of March 29, 2008		3,562,165	$	22,200		7,717,970	$	38,613		11,280,135	$	60,813
Issuance of Class A shares under ESPP and exercise of stock options		110,242		82		—		—		110,242		82

Balance as of March 27, 2010 and March 28, 2009		3,672,407		22,282		7,717,970		38,613		11,390,377		60,895
Exercise of stock options		128		—		—		—		128		—

Balance as of March 26, 2011		3,672,535	$	22,282		7,717,970	$	38,613		11,390,505	$	60,895

11.

Commitments:

Operating leases:

The Company leases all of its retail stores under operating leases with the exception of one Birks & Mayors location. The rental costs are based on minimum annual rentals and for some of the stores, a percentage of sales. Such percentage of sales varies by location. In addition, most leases are subject to annual adjustments for increases in real estate taxes and common area maintenance costs. The Company also has operating leases for certain equipment.

Future minimum lease payments for the next five years and thereafter are as follows (in thousands):


Year ending March:
2012	$	17,235
2013		13,947
2014		11,484
2015		9,122
2016		7,098
Thereafter		11,965

	$	70,851

Rent expense for the Company was approximately $27.1 million, including $0.3 million of contingent rent for the year ended March 26, 2011, $25.4 million, including $30,000 of contingent rent for the year ended March 27, 2010 and $25.2 million, including $0.2 million of contingent rent for the year ended March 28, 2009.

F-28

BIRKS & MAYORS INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

Years ended March 26, 2011, March 27, 2010 and March 28, 2009

12.

Contingencies:

(a)

The Company and its subsidiaries, in the normal course of business, become involved from time to time in litigation and claims. While the final outcome with respect to claims and legal proceedings pending at March 26, 2011 cannot be predicted with certainty, management believes that adequate provisions have been recorded in the accounts where required and that the financial impact, if any, from claims related to normal business activities will not be material.

(b)

From time to time, the Company guarantees a portion of its private label credit card sales to its credit card vendor. At March 26, 2011 and March 27, 2010, the amount guaranteed under such arrangements was approximately $5.0 million. At March 26, 2011 and March 27, 2010, the Company has recorded in accrued liabilities a reserve of $430,000 and $326,000 associated with this guaranteed amount.

(c)	The Company has entered into an agreement with Prime Investments S.A. under the terms of which Prime Investments will supply the Company with at least 45%, on an annualized cost basis, of the Company’s loose diamond requirements upon the satisfaction of certain conditions (see note 14(e)).

(d)

The Company entered into a five-year distribution agreement with Damiani International B.V. (“Damiani”) during fiscal 2010 in which the Company purchased an aggregate cost value of $10.6 million of jewelry products from Damiani for sale by the Company in Canada and the United States. The agreement provides that the Company will pay for the products on an annual basis beginning on February 15, 2010 based on the cost value of the products sold during the previous year. However, the Company must make minimum annual payments totaling an aggregate amount of $5.6 million during the term of the agreement. Under this agreement, the Company is also required to replenish certain jewelry products sold during each previous quarter with payment on these purchases required within 90 days of receipt during the life of the agreement. The Company also has the right to return up to $5 million of any unsold Damiani products at the end of the term of the agreement. The total amount payable under this agreement is included in accounts payable.

13.

Segmented information:

The Company has two reportable segments Retail and Other. Retail operates 33 stores across Canada under the Birks brand, and 29 stores in the Southeastern U.S. under the Mayors brand, 1 store under the Rolex brand name, as well as two retail locations in Calgary and Vancouver under the Brinkhaus brand. Other consists primarily of our corporate sales division which services business customers by providing them with unique items for recognition programs, service awards and business gifts, gold exchange which purchases gold and silver from clients and refines the metals purchased and manufacturing which produce unique products for the retail segment of our business.

The two segments are managed and evaluated separately based on gross profit. The accounting policies used for each of the segments are the same as those used for the consolidated financial statements. Inter-segment sales are made at amounts of consideration agreed upon between the two segments and intercompany profit is eliminated if not yet earned on a consolidated basis. The Company does not evaluate the performance of the Company’s assets on a segment basis for internal management reporting and, therefore, such information is not presented.

F-29

BIRKS & MAYORS INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

Years ended March 26, 2011, March 27, 2010 and March 28, 2009

Certain information relating to the Company’s segments for the years ended March 26, 2011, March 27, 2010, and March 28, 2009, respectively, is set forth below:


	Retail						Other						Total
	2011		2010		2009		2011		2010		2009		2011		2010		2009
	(In thousands)
Sales to external customers	$	257,150	$	241,819	$	258,026	$	13,798	$	13,238	$	12,870	$	270,948	$	255,057	$	270,896
Inter-segment sales	$	—	$	—	$	—	$	21,875	$	19,870	$	26,444	$	21,875	$	19,870	$	26,444
Unadjusted gross profit	$	113,131	$	102,752	$	116,389	$	8,626	$	7,565	$	6,020	$	121,757	$	110,317	$	122,409

The following sets forth reconciliations of the segments gross profits and certain unallocated costs to the Company’s consolidated gross profits for the years ending March 26, 2011, March 27, 2010 and March 28, 2009:


	Fiscal Year Ended
	March 26, 2011			March 27, 2010			March 28, 2009
	(In thousands)
Unadjusted gross profit	$	121,757		$	110,317		$	122,409
Inventory provisions		(3,034	)		(4,305	)		(3,801	)
Other unallocated costs		(2,630	)		(1,573	)		(4,118	)
Recognition of intercompany profit		2			12			1,109

Adjusted gross profit	$	116,095		$	104,451		$	115,599

Sales to external customers and long-lived assets by geographical areas were as follows:


	Fiscal Year Ended
	March 26, 2011		March 27, 2010		March 28, 2009
	(In thousands)
Geographic Areas
Net Sales:
Canada	$	144,903	$	135,402	$	131,948
United States		126,045		119,655		138,948

	$	270,948	$	255,057	$	270,896

Long-lived assets:
Canada	$	20,232	$	22,204	$	21,701
United States		7,366		8,520		12,345

	$	27,598	$	30,724	$	34,046

Classes of Similar Products
Net sales:
Jewelry and other	$	159,306	$	151,438	$	158,109
Timepieces		111,642		103,619		112,787

	$	270,948	$	255,057	$	270,896

F-30

BIRKS & MAYORS INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

Years ended March 26, 2011, March 27, 2010 and March 28, 2009

14.

Related party transactions:

(a)	The Company is party to certain related party transactions. Balances related to these related parties are disclosed in the financial statements except the following:


	Fiscal Year Ended
	March 26, 2011		March 27, 2010		March 28, 2009
	(In thousands)
Transactions:
Purchases of inventory from supplier related to shareholder	$	2,539	$	2,086	$	3,044
Management fees to a related party		—		—		873
Consultant fees to a related party		161		104		—
Expense reimbursement to a related party		238		—		—
Interest expense on cash advance received from controlling shareholder		797		722		39
Balances:
Accounts payable to supplier related to shareholder		539		345		319
Accounts payable to related parties		32		52		—
Interest payable on cash advance received from controlling shareholder		57		59		39

(b)

On February 10, 2006, our Board of Directors approved the Company’s entering into a Management Consulting Services Agreement with Montrovest B.V. (formerly Iniziativa S.A.). Under the Agreement, Montrovest was to provide advisory, management and corporate services to the Company. The initial one-year term of the Agreement began on April 1, 2006 and was extended until December 2008. On June 8, 2011, the agreement was amended and restated. Under the amended and restated agreement, the Company pays Montrovest an annual retainer fee of €140,000 in exchange for services related to the raising of capital for international expansion projects and such other services relating to merchandising and/or marketing of the Company’s products as the Company may request. The agreement will remain in effect until June 8, 2012 and will be extended automatically for successive terms of one year unless either party gives a 60 days notice of its intention not to renew. The yearly renewal of the agreement is subject to the review and approval of the Company’s Corporate Governance Committee and the Board. One of the directors, Dr. Lorenzo Rossi di Montelera, was affiliated with Iniziativa. Iniziativa was the controlling shareholder of the Company until it transferred the shares it held in the Company to Montrovest, its parent company, on May 31, 2007. On October 29, 2007, Iniziativa assigned the agreement, with the approval of the Company, to Montrovest. Mr. Berclaz, one of the Company’s directors, is the Chairman of the Supervisory Board of Directors of Montrovest and Mr. Coda-Nunziante, the Company’s Group Vice President, Strategy and Business Development, is a managing Director of Montrovest. No fees were paid by the Company to Montrovest and its predecessor, Iniziativa, in fiscal 2011 and fiscal 2010. Our Board of Directors approved our entering into the agreement and amendment with Iniziativa in accordance with our Code of Conduct relating to related party transactions.

On December 17, 2008, the Company entered into a management subordination agreement with Montrovest and its senior lenders whereby it was permitted, subject to applicable law and approval by the Company’s corporate governance committee, to pay Montrovest a success fee in the event that it actually receives net cash proceeds from an equity issuance in an amount greater than $5 million in the aggregate due to efforts

F-31

BIRKS & MAYORS INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

Years ended March 26, 2011, March 27, 2010 and March 28, 2009

of Montrovest to facilitate such equity issuance. Such success fee was to be calculated as follows: (i) 7% of the net cash proceeds of such equity issuance in an amount greater than $5 million received by the Company will be paid to Montrovest upon receipt of the proceeds by the Company; and (ii) in the event that the net cash proceeds from such equity issuance was an amount greater than $10 million, then in addition to the 7% fee, Montrovest will be entitled to a monthly management fee of $25,000 continuing through December 30, 2012, provided that such fees would not exceed in the aggregate $800,000 per year. In June 2011, subsequent to fiscal 2011 year end, the Company amended and restated the management subordination agreement with Montrovest eliminating the payment of a success fee to Montrovest related to cash proceeds from the issuance of equity. See Note 16 Subsequent Events for additional details.

(c)

In February 2009 and May 2009, the Company received a $2.0 million and a $3.0 million, respectively, cash advance from Montrovest BV, to finance its working capital needs and for general corporate purposes. This advance and any interest thereon is subordinated to the indebtedness of the Company’s existing senior credit facilities and secured term loans and was convertible into a convertible debenture or Class A voting shares in the event of a private placement or, is repayable upon demand by Montrovest once conditions stipulated in the Company’s senior credit facilities permit such a payment. The cash advance bore interest at an annual rate of 16%, net of any withholding taxes, representing an effective interest rate of approximately 17.8%. If converted into convertible debentures or Class A voting shares, a fee of 7% of the outstanding principal amount of the cash advance would have been paid to Montrovest. In June 2011, subsequent to fiscal 2011 year end, the Company amended and restated its cash advance agreement with Montrovest reducing the annual rate of interest to 11%, net of any withholding taxes, representing an effective interest rate of approximately 12.2% and eliminating the fee to be paid to Montrovest, if the advance is converted into convertible debentures or Class A voting shares. See Note 16 Subsequent Events for additional details. In addition, the amended and restated cash advances provide for a one-time payment of an amendment fee of $75,000.

(d)

The Company retains Pheidias Project Management and Oberti Architectural & Urban Design for project management and architectural services. Pheidias Project Management and Oberti Architectural & Urban Design have been involved in almost all renovations and new stores since 1993, as well as in the renovation of the Company’s executive offices. The principal of Pheidias Project Management and Oberti Architectural & Urban Design is the spouse of one of the Company’s former directors. As a result of Margherita Oberti’s term as director of the Company ending on September 22, 2009, these two companies were no longer considered a related party. Pheidias Project Management and Oberti Architectural & Urban Design, as project managers and architects, charged the Company approximately $36,000 for services rendered from March 29, 2009 to September 22, 2009 and $327,000 for services rendered during the year ended March 28, 2009.

(e)

The Company has entered into a Diamond Inventory Supply Agreement with Prime Investments S.A. and a series of conditional sale agreements with companies affiliated with Prime Investments S.A. pursuant to which Prime Investments SA or a related party is entitled to supply Birks and its subsidiaries or affiliates with at least 45%, on an annualized cost basis, of such company’s aggregate loose diamond requirements, conditional upon the prices remaining competitive relative to market and needs in terms of quality, cut standards and specifications being satisfied. During fiscal 2011, Birks purchased approximately $2.5 million of diamonds from Prime Investments S.A. and related parties. Prime Investments S.A. beneficially owns 41.8% of the Company’s outstanding Class A voting shares.

(f)	On June 30, 2009, our Company’s Board of Directors approved the Company entering into a consulting services agreement with Gestofi S.A. (“Gestofi”) in accordance with the Company’s Code of Conduct

F-32

BIRKS & MAYORS INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

Years ended March 26, 2011, March 27, 2010 and March 28, 2009

relating to related party transactions. Under the agreement, Gestofi undertook to assign Mr. Niccolò Rossi di Montelera as the employee of Gestofi responsible for providing the consulting services related to the development of our Company’s e-commerce, new product development, wholesale business and such other services reasonably requested by our Chief Executive Officer or Chairman (collectively, the “Consulting Services”). The Consulting Services are provided to the Company for a fee of approximately Cdn$13,700 per month less any applicable taxes plus out of pocket expenses. The initial one-year term of the agreement began on August 1, 2009 and the agreement was recently renewed in June 2011 for an additional one-year term until July 2012. The agreement may be renewed for additional one year terms. Mr. Niccolò Rossi is a member of the Board of Directors and the son of Dr. Rossi, our Chairman and the Chairman of Gestofi.

(g)

In accordance with the Company’s Code of Conduct related to related party transactions, in April 2010 and April 2011, its Corporate Governance Committee and Board of Directors approved the reimbursement of expenses, such as rent, communication, administrative support and analytical service costs, incurred by Regaluxe in supporting Dr. Lorenzo Rossi di Montelera, our Chairman, for work performed on behalf of the Company, up to a yearly maximum of $250,000. During fiscal 2011, the Company paid $238,000 to Regaluxe under this agreement.

(h)

In April 2011, our Corporate Governance Committee and Board of Directors approved the Company’s entering in a Wholesale and Distribution Agreement with Regaluxe S.r.l. Under the agreement, Regaluxe S.r.l. is to provide services to the Company to support the distribution of the Company’s products in Italy through authorized dealers. The initial one-year term of the agreement began on June 1, 2011. Under this agreement the Company pays Regaluxe S.r.l. a net price for the Company’s products equivalent to the price, net of taxes, for the products paid by retailers to Regaluxe S.r.l. less a discount factor of 3.5%. The agreement will remain in effect until May 31, 2012, and may be renewed by mutual agreement for additional one year terms.

15.

Financial instruments:

(a)	Concentrations:

During the years ended March 26, 2011, March 27, 2010 and March 28, 2009, approximately 24%, 22% and 24%, respectively, of consolidated sales were of merchandise purchased from the Company’s largest supplier.

(b)	Fair value of financial instruments:

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. U.S. GAAP establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. U.S. GAAP prescribes three levels of inputs that may be used to measure fair value:

Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 1 inputs are considered to carry the most weight within the fair value hierarchy due to the low levels of judgment required in determining fair values.

Level 2 – Observable market-based inputs or unobservable inputs that are corroborated by market data.

F-33

BIRKS & MAYORS INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

Years ended March 26, 2011, March 27, 2010 and March 28, 2009

Level 3 – Unobservable inputs reflecting the reporting entity’s own assumptions. Level 3 inputs are considered to carry the least weight within the fair value hierarchy due to substantial levels of judgment required in determining fair values.

The Company has determined that the carrying value of its cash and cash equivalents, accounts receivable and accounts payable and accrued liabilities approximates fair values as at the balance sheet date because of the short-term maturity of those instruments. For the $61.9 million of bank indebtedness and $12.3 million of long-term debt bearing interest at variable rates, the fair value is considered to approximate the carrying value.

The fair value of the remaining $38.0 million of fixed-rate long-term debt and $3.4 million of other long-term liabilities is estimated to be approximately $44.6 million. The fair value was calculated using the present value of future payments of principal and interest discounted at the current market rates of interest available to the Company for the same or similar debt instruments with the same remaining maturities. As a result, the Company has determined that the inputs used to value these long-term debts and liabilities fall within Level 2 of the fair value hierarchy.

16.

Subsequent Event:

In June 2011, subsequent to the Company’s fiscal year end, the Company executed an amendment and extension of its $132 million senior secured revolving credit facility and $12.5 million senior secured term loan which were set to expire in December 2011. The $132 million senior secured revolving credit facility was amended and extended for a total of $115 million and bears interest at a floating rate of LIBOR plus 2.25% to LIBOR plus 3.0% (based on interest coverage and excess availability thresholds). The $12.5 million senior secured term loan was amended and extended for a total of $18 million and is subordinated in lien priority to our senior secured revolving credit facility and bears interest at a rate of the greater of 11% per annum or one-month LIBOR based rate plus 8%. These two credit facilities have a four-year term expiring in June 2015 and will be used to finance working capital, capital expenditures and provide liquidity to fund the Company’s day-to-day operations and for other general corporate purposes. The term of the amended senior secured credit facility provide that no financial covenants are required to be met other than maintaining positive excess availability at all times.

Under the terms of the amended and restated facilities, both the senior secured revolving credit facility administrative agent and the senior secured term loan administrative agent may impose, at any time, discretionary reserves, which would lower the level of borrowing availability under the Company’s senior secured revolving credit facility (customary for asset based loans), at their reasonable discretion, to: i) ensure that the Company maintain adequate liquidity for the operation of its business, ii) cover any deterioration in the amount or value of the collateral and iii) reflect impediments to the lenders to realize upon the collateral. There is no limit to the amount of discretionary reserves that the Company’s senior secured revolving credit facility administrative agent may impose at its reasonable discretion, however, the Company’s senior secured term loan administrative agent’s ability to impose discretionary reserves at its reasonable discretion is limited to 5% of the term loan borrowing capacity. Furthermore, a $12.5 million, and a $5.0 million seasonal availability block is imposed by the senior secured revolving credit facility administrative agent and the senior secured term loan administrative agent each year from December 20th to January 20th and from January 21st to February 10th, respectively, and both the Company’s senior secured revolving credit facility and our senior secured term loan are subject to cross default provisions with all other loans by which if the Company is in default with any other loan, the default will immediately apply to both the senior secured revolving credit facility and the senior secured term loan.

F-34

BIRKS & MAYORS INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements, Continued

Years ended March 26, 2011, March 27, 2010 and March 28, 2009

In conjunction with the Company’s amendment of its senior secured revolving credit facility and senior secured term loan, the Company amended its cash advance agreements with Montrovest in June 2011. Under the terms of the amended agreements, the annual interest rate on the $5.0 million in cash advances outstanding was reduced from 16%, net of withholding taxes to 11%, net of withholding taxes, representing an effective interest rate of approximately 12.2%. The amended agreements also eliminate the payment of a 7% fee if the debt is converted into convertible debentures or Class A voting shares. The Company also amended its management subordination agreement with Montrovest and its senior lenders, eliminating the payment of any success fee to Montrovest if the Company receives net cash proceeds of $5 million or more related to an equity issuance. The Company paid a one-time fee of $75,000 to Montrovest associated with the amendment of the cash advance agreements.

F-35

Exhibit 4.20

ADDENDUM TO

EMPLOYMENT AGREEMENT


BY AND BETWEEN:		BIRKS & MAYORS, INC. , a corporation duly incorporated according to the laws of Canada, having its head office at 1240, Phillips Square, Montreal, Quebec, herein acting and represented by Lorenzo Rossi di Montelera, Chairman of the Board of Directors, duly authorized for the purposes hereof as he hereby declares (hereinafter referred to as the “EMPLOYER”),

AND:		THOMAS A. ANDRUSKEVICH , residing and domiciled at 3100 North Ocean Boulevard, Fort Lauderdale, Florida, United States of America (hereinafter referred to as the “EMPLOYEE”)

WHEREAS on April 16, 2008, the EMPLOYER and the EMPLOYEE entered into an employment agreement whereby the EMPLOYER renewed the employment of the EMPLOYEE (the “Employment Agreement”);

WHEREAS the Employment Agreement was amended on March 16, 2010 to cancel the stock options referred to under section 5 of the Employment Agreement and delete Exhibits B and B-1 of the Employment Agreement;

WHEREAS the Employment Agreement was further amended on March 16, 2010 to grant new stock options to the Employee;

WHEREAS on June 30, 2010, the EMPLOYER and the EMPLOYEE extended the Employment Agreement for an additional term of one year until March 31, 2012 (the “Termination Date”) and amended the Employment Agreement accordingly;

WHEREAS the EMPLOYER and the EMPLOYEE wish to amend the Employment Agreement in order to allow the Employment Agreement to be continued beyond the current Termination Date, subject to termination upon a 90-day written notice and subject to terms and conditions more fully described below.

NOW, THEREFORE, FOR THE REASONS SET FORTH ABOVE, AND IN CONSIDERATION OF THE MUTUAL PREMISES AND AGREEMENTS HEREINAFTER SET FORTH, THE PARTIES HERETO ACKNOWLEDGE AND AGREE AS FOLLOWS:

1.	All capitalized terms which are not otherwise defined herein shall have the meanings ascribed thereto in the Employment Agreement, as amended.

Both parties shall have the right, at any time, to terminate the Employment Agreement upon a written notice sent to the other party no less than 90 days prior to the new Termination Date (a “Notice of Termination”), provided, however, that such Notice of Termination cannot provide for a new Termination Date prior to March 31, 2012. The existing Termination Date of March 31, 2012 is hereby extended indefinitely until such time as a Notice of Termination is provided which shall contain the new Termination Date.

3.	For greater clarity, the Notice of Termination may not be given by either party prior to December 31, 2011.

4.	Until the new Termination Date which will be provided by either party in a Notice of Termination, the Employment Agreement is continued at the same terms and conditions, except as herein modified.

5.	After March 31, 2012, the EMPLOYEE’s compensation shall remain the same as provided in the Employment Agreement.

Should either party provide the Notice of Termination, in addition to the compensation payable through to the Termination Date, Section 3.3 (2) of the Employment Agreement shall be applicable. Therefore, the EMPLOYEE shall be entitled to ‘up to’ 12 months of base salary, bonus and benefits as and from the new Termination Date, which shall be calculated and paid in accordance with that Section.

7.	The parties confirm that all other terms and conditions of the Employment Agreement, as amended, shall continue to apply mutatis mutandis.

The EMPLOYEE and the EMPLOYER hereby represent and warrant to each other that, in entering into this Agreement, neither of them is in violation of any contract or agreement, whether written or oral, with any other person, moral or physical, firm, partnership, corporation or any other entity to which either of them are a party or by which they are bound and will not violate or interfere with the rights of any other person, firm, partnership, corporation or other entity.

9.	The parties have agreed that this Agreement and all other agreements between them be drawn up in the English language. Les parties ont convenu que la présente ainsi que toutes autres ententes entre elles soient rédigées en anglais.

10.	The parties hereto agree that this Agreement shall be construed as to both validity and performance and shall be enforced in accordance with and governed by the laws of the Province of Quebec, Canada.

IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be duly executed on the dates indicated below.


Signed at Tamarac, Florida,		BIRKS & MAYORS INC.
This 21 ^st day of April, 2011.

	Per:	/s/ Lorenzo Rossi di Montelera
		Lorenzo Rossi di Montelera
		Chairman of Birks & Mayors Inc.

Signed at Tamarac, Florida,
This 21 ^st day of April, 2011.

		/s/ Thomas A. Andruskevich
		THOMAS A. ANDRUSKEVICH

Exhibit 4.21

ADDENDUM TO

EMPLOYMENT AGREEMENT


BY AND BETWEEN:		MAYORS JEWELERS, INC. , a corporation duly incorporated according to the laws of the State of Delaware, having its head office at 5870 N.Hiatus Road, Tamarac, Florida, USA, herein acting and represented by Lorenzo Rossi di Montelera, Chairman of the Board of Directors, duly authorized for the purposes hereof as he hereby declares (hereinafter referred to as the “EMPLOYER”)

AND:		THOMAS A. ANDRUSKEVICH , residing and domiciled at 3100 North Ocean Boulevard, Fort Lauderdale, Florida, United States of America (hereinafter referred to as the “EXECUTIVE”)

WHEREAS on April 16, 2008, the EMPLOYER and the EXECUTIVE entered into an employment agreement whereby the EMPLOYER renewed the employment of the EXECUTIVE (the “Employment Agreement”);

WHEREAS on June 30, 2010, the EMPLOYER and the EXECUTIVEE extended the Employment Agreement for an additional term of one year until March 31, 2012 (the “Termination Date”) and amended the Employment Agreement;

WHEREAS the EMPLOYER and the EXECUTIVE wish to amend the Employment Agreement in order to allow the Employment Agreement to be continued beyond the current Termination Date, subject to termination upon a 90-day written notice and subject to terms and conditions more fully described below.

NOW, THEREFORE, FOR THE REASONS SET FORTH ABOVE, AND IN CONSIDERATION OF THE MUTUAL PREMISES AND AGREEMENTS HEREINAFTER SET FORTH, THE PARTIES HERETO ACKNOWLEDGE AND AGREE AS FOLLOWS:

1.	All capitalized terms which are not otherwise defined herein shall have the meanings ascribed thereto in the Employment Agreement, as amended.

2.	Both parties shall have the right, at any time, to terminate the Employment Agreement upon a written notice sent to the other party no less than 90 days prior to the new Termination Date (a “Notice of Termination”), provided, however, that such Notice of

Termination cannot provide for a new Termination Date prior to March 31, 2012. The existing Termination Date of March 31, 2012 is hereby extended indefinitely until such time as a Notice of Termination is provided which shall contain the new Termination Date.

3.	For greater clarity, the Notice of Termination may not be given by either party prior to December 31, 2011.

4.	Until the new Termination Date which will be provided by either party in a Notice of Termination, the Employment Agreement is continued at the same terms and conditions, except as herein modified.

5.	After March 31, 2012, the EXECUTIVE’s compensation shall remain the same as provided in the Employment Agreement.

Should either party provide the Notice of Termination, in addition to the compensation payable through to the Termination Date, Section 3.3 (2) of the Employment Agreement shall be applicable. Therefore, the EXECUTIVE shall be entitled to ‘up to’ 12 months of base salary, bonus and benefits as and from the new Termination Date, which shall be calculated and paid in accordance with that Section.

7.	The parties confirm that all other terms and conditions of the Employment Agreement, as amended, shall continue to apply mutatis mutandis .

The EXECUTIVE and the EMPLOYER hereby represent and warrant to each other that, in entering into this Agreement, neither of them is in violation of any contract or agreement, whether written or oral, with any other person, moral or physical, firm, partnership, corporation or any other entity to which either of them are a party or by which they are bound and will not violate or interfere with the rights of any other person, firm, partnership, corporation or other entity.

9.	The parties hereto agree that this Agreement shall be construed as to both validity and performance and shall be enforced in accordance with and governed by the laws of the State of Florida.

IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be duly executed on the dates indicated below.


Signed at Tamarac, Florida,		MAYOR JEWELERS INC.
This 21 ^st day of April, 2011.

	Per:	/s/ Lorenzo Rossi di Montelera
		Lorenzo Rossi di Montelera
		Chairman of Birks & Mayors Inc.

Signed at Tamarac, Florida,
This 21 ^st day of April, 2011.

		/s/ Thomas A. Andruskevich
		THOMAS A. ANDRUSKEVICH

Exhibit 4.35

[EXECUTION COPY]

SIXTH AMENDMENT AND CONSENT TO

AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT

SIXTH AMENDMENT AND CONSENT TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT , dated as of September [ ], 2010 (this “ Amendment ”), by and among (i) MAYOR’S JEWELERS, INC ., a Delaware corporation (the “ US Borrower ”) and BIRKS & MAYORS INC. , a Canadian corporation (the “ Canadian Borrower ” and, together with the US Borrower, the “ Borrowers ”), (ii) the guarantors party to the Credit Agreement referred to below (the “ Guarantors ” and, together with the Borrowers, the “ Loan Parties ”), (iii) the lenders party to the Credit Agreement referred to below (collectively, the “ Lenders ”), (iv) BANK OF AMERICA, N.A. , in its capacity as administrative agent (the “ Administrative Agent ”), and (v) BANK OF AMERICA, N.A. (acting through its Canada branch) , as Canadian agent (the “ Canadian Agent ” and, together with the Administrative Agent, the “ Agents ”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Credit Agreement referred to below.

WHEREAS , the Borrowers, the Guarantors, the Lenders, the Administrative Agent and the Canadian Agent are parties to the Amended and Restated Revolving Credit and Security Agreement, dated as of December 17, 2008 (as amended, amended and restated, modified and in effect from time to time, the “ Credit Agreement ”), pursuant to which the Lenders have extended credit to the Borrowers on the terms and subject to the conditions set forth therein; and

WHEREAS , the Borrowers have requested, among other things, that the Lenders (a) consent to a $500,000 prepayment of the principal amount of the Term Loan from the proceeds of the US Revolver Loan notwithstanding the limitations set forth in Section 10.2.12(c) of the Credit Agreement (the “ Term Loan Prepayment ”), and (b) amend certain provisions of the Credit Agreement, in each case, subject to the terms and conditions set forth herein; and

WHEREAS , the Lenders have agreed, on the terms and conditions set forth herein, to consent to the Term Loan Prepayment; and

WHEREAS , the Borrowers, the Lenders, and the Agents have agreed, on the terms and conditions set forth herein, to amend certain provisions of the Credit Agreement; and

NOW, THEREFORE , in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

§1. Amendment to Credit Agreement . Section 1.1 of the Credit Agreement is hereby amended by amending and restating the definition of “Availability Block” as follows:

“ Availability Block – as of any date of determination, the greater of (i) ten percent (10%) multiplied by the sum of clauses (i) through (iii) of the definition of Term Loan Borrowing Capacity, and (ii) $13,500,000.”

§2. Consent . Notwithstanding anything to the contrary contained in the Credit Agreement (including, without limitation, anything in Sections 10.2.10 or 10.2.12(c) of the Credit Agreement), the Lenders hereby consent to the Term Loan Prepayment. For purposes of clarity, the Lenders acknowledge and agree that the Loan Parties shall not be required to satisfy any conditions precedent specified in Section 10.2.12(c) of the Credit Agreement or in any other provision of the Credit Agreement with respect to the Term Loan Prepayment.

§3. Representations and Warranties . Each of the Loan Parties hereby represents and warrants to the Agents and the Lenders as of the date hereof as follows:

(a) The execution and delivery by each of the Loan Parties of this Amendment and all other instruments and agreements required to be executed and delivered by such Loan Party in connection with the transactions contemplated hereby or referred to herein (collectively, the “ Amendment Documents ”), and the performance by each of the Loan Parties of any of its obligations and agreements under the Amendment Documents and the Credit Agreement and the other Loan Documents, as amended hereby, are within the corporate or other authority of such Loan Party, have been authorized by all necessary corporate proceedings on behalf of such Loan Party and do not and will not contravene any provision of law or such Loan Party’s charter, other incorporation or organizational papers, by-laws or any stock provision or any amendment thereof or of any indenture, agreement, instrument or undertaking binding upon such Loan Party.

(b) Each of this Amendment, the other Amendment Documents, the Credit Agreement and the other Loan Documents, as amended hereby, to which any Loan Party is a party constitute legal, valid and binding obligations of such Loan Party, enforceable in accordance with their terms, except as limited by the Bankruptcy Code, any Canadian Debtor Relief Law, any other insolvency, debtor relief or debt adjustment law or similar laws relating to or affecting generally the enforcement of creditors’ rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefore may be brought.

(c) No approval or consent of, or filing with, any governmental agency or authority is required to make valid and legally binding the execution, delivery or performance by the Loan Parties of this Amendment, the Amendment Documents, the Credit Agreement or any other Loan Documents, as amended hereby, or the consummation by the Loan Parties of the transactions among the parties contemplated hereby and thereby or referred to herein.

(d) The representations and warranties contained in Section 9 of the Credit Agreement and in the other Loan Documents were true and correct as of the date made. Except to the extent of changes resulting from transactions contemplated or permitted by the Credit Agreement and the other Loan Documents and except to the extent that any representations and warranties relate expressly to an earlier date, after giving effect to the provisions hereof, such representations and warranties, both before and after giving effect to this Amendment, also are correct as of the date hereof.

(e) Each of the Loan Parties has performed and complied in all respects with all terms and conditions herein required to be performed or complied with by it prior to or at the time hereof, and as of the date hereof, both before and after giving effect to the provisions of this Amendment and the other Amendment Documents, there exists no Default or Event of Default.

(f) Each of the Loan Parties hereby acknowledges and agrees that the representations and warranties contained in this Amendment shall constitute representations and warranties as referred to in Section 11.1(b) of the Credit Agreement, a breach of which shall constitute an Event of Default.

§4. Effectiveness . This Amendment shall become effective upon the satisfaction of each of the following conditions, in each case in a manner satisfactory in form and substance to the Administrative Agent and the Lenders:

(a) This Amendment shall have been duly executed and delivered by each of the Borrowers, each of the Guarantors, the Administrative Agent, the Canadian Agent and each of the Lenders and shall be in full force and effect.

(b) The Borrowers shall have paid in cash to the Administrative Agent, for the pro rata accounts of the Lenders, a fee in an amount equal to $100,000.

(c) The Administrative Agent shall have received a duly executed Fifth Amendment to Term Loan and Security Agreement (“ Fifth Term Loan Amendment ”) in the form of Exhibit A attached hereto.

(d) The Administrative Agent shall have received a duly executed consent to this Amendment from the Term Loan Agent under the terms of the Intercreditor Agreement.

(e) The Administrative Agent shall have received evidence that the Term Loan Prepayment shall be made contemporaneously with the effectiveness hereof.

(f) The Borrowers shall have paid all reasonable unpaid fees and expenses of the Administrative Agent’s counsel, Morgan, Lewis & Bockius, LLP, and the Canadian Agent’s counsel, Ogilvy Renault LLP, to the extent that copies of invoices for such fees and expenses have been delivered to the Borrowers.

(g) The Administrative Agent and the Canadian Agent shall have received such other items, documents, agreements, items or actions as the Administrative Agent or the Canadian Agent may reasonably request in order to effectuate the transactions contemplated hereby.

(h) No Default or Event of Default shall have occurred and be continuing.

§5. Release . In order to induce the Administrative Agent, the Canadian Agent and the Lenders to enter into this Amendment, each Loan Party acknowledges and agrees that: (i) no Loan Party has any claim or cause of action against the Administrative Agent, the Canadian Agent, any Issuing Bank or any Lender (or, with respect to the Credit Agreement and the other Loan Documents and the administration of the credit facilities thereunder, any of their respective directors, officers, employees, agents or representatives); (ii) no Loan Party has any offset or compensation right, counterclaim, right of recoupment or any defense of any kind against any Loan Party’s obligations, indebtedness or liabilities to the Administrative Agent, the Canadian

Agent, any Issuing Bank or any Lender; and (iii) each of the Administrative Agent, the Canadian Agent, the Issuing Banks and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrowers and, as applicable, the Guarantors. Each Loan Party wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s, the Canadian Agent’s, the Issuing Banks’ and the Lenders’ rights, interests, contracts, collateral security or remedies. Therefore, each Loan Party unconditionally releases, waives and forever discharges (A) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent, the Canadian Agent, the Issuing Banks or any Lender to any Loan Party, except the obligations to be performed by the Administrative Agent, the Canadian Agent, the Issuing Banks or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (B) all claims, counterclaims, offsets, compensation rights, causes of action, right of recoupment, suits or defenses of any kind whatsoever (if any), whether arising at law or in equity, whether known or unknown, which any Loan Party might otherwise have against the Administrative Agent, the Canadian Agent, any Issuing Bank or any Lender (or, with respect to the Credit Agreement and the other Loan Documents and the administration of the credit facilities thereunder, any of their respective directors, officers, employees or agents), in either case (A) or (B), on account of any past or presently existing (as of the date hereof) condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, counterclaims, compensation rights, circumstance or matter of any kind.

§6. Miscellaneous Provisions .

(a) Each of the Loan Parties hereby ratifies and confirms all of its Obligations to the Administrative Agent, the Canadian Agent, the Issuing Banks and the Lenders under the Credit Agreement, as amended hereby, and the other Loan Documents, including, without limitation, the Loans, and each of the Loan Parties hereby affirms its absolute and unconditional promise to pay to the Lenders, the Administrative Agent and the Canadian Agent, as applicable, the Loans, reimbursement obligations and all other amounts due or to become due and payable to the Lenders, the Administrative Agent and the Canadian Agent, as applicable, under the Credit Agreement and the other Loan Documents, as amended hereby and it is the intent of the parties hereto that nothing contained herein shall constitute a novation or accord and satisfaction. Each of the Loan Parties hereby acknowledges and confirms that the liens, hypothecs, pledges and security interests granted pursuant to the Loan Documents are and continue to be valid, perfected and enforceable first priority liens, hypothecs, pledges and security interests (subject only to Permitted Liens) that secure all of the Obligations on and after the date hereof. Except as expressly amended hereby, each of the Credit Agreement and the other Loan Documents shall continue in full force and effect. This Amendment and the Credit Agreement shall hereafter be read and construed together as a single document, and all references in the Credit Agreement, any other Loan Document or any agreement or instrument related to the Credit Agreement shall hereafter refer to the Credit Agreement as amended by this Amendment.

(b) Without limiting the expense reimbursement requirements set forth in Section 3.4 of the Credit Agreement, the Borrowers agree to pay on demand all reasonable costs and expenses, including reasonable attorneys’ fees, of the Administrative Agent and the Canadian Agent, as applicable, incurred in connection with this Amendment.

(c) THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING, WITHOUT LIMITATION, NEW YORK GENERAL

OBLIGATIONS LAW SECTIONS 5-1401 AND 5-1402 (BUT GIVING EFFECT TO FEDERAL LAWS RELATING TO NATIONAL BANKS).

(d) EACH LOAN PARTY PARTY HERETO HEREBY CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF ANY FEDERAL COURT SITTING IN OR WITH JURISDICTION OVER THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY STATE COURT OF THE STATE OF NEW YORK SITTING IN THE COUNTY OF MANHATTAN, IN ANY PROCEEDING OR DISPUTE RELATING IN ANY WAY TO ANY LOAN DOCUMENTS, AND AGREES THAT ANY SUCH PROCEEDING SHALL BE BROUGHT BY IT SOLELY IN ANY SUCH COURT. EACH LOAN PARTY PARTY HERETO IRREVOCABLY WAIVES ALL CLAIMS, OBJECTIONS AND DEFENSES THAT IT MAY HAVE REGARDING SUCH COURT’S PERSONAL OR SUBJECT MATTER JURISDICTION, VENUE OR INCONVENIENT FORUM. Nothing herein shall limit the right of any Agent or any Lender to bring proceedings against any Loan Party in any other court. Nothing in this Agreement shall be deemed to preclude enforcement by any Agent of any judgment or order obtained in any forum or jurisdiction.

(e) This Amendment may be executed in any number of counterparts, and all such counterparts shall together constitute but one instrument. In making proof of this Amendment it shall not be necessary to produce or account for more than one counterpart signed by each party hereto by and against which enforcement hereof is sought. Delivery of a signature page hereto by electronic transmission shall constitute the delivery of an original signature page hereof.

[Remainder of Page Intentionally Left Blank]

[Signature Pages follow]

IN WITNESS WHEREOF, the undersigned have duly executed this Amendment as of the date first set forth above.


US BORROWER AND BORROWER AGENT :

MAYOR’S JEWELERS, INC.

By:	/s/ Michael Rabinovitch
	Name:	Michael Rabinovitch
	Title:	Senior VP and CFO

By:	/s/ Marco Pasteris
	Name:	Marco Pasteris
	Title:	Group VP, Finance & Treasurer

CANADIAN BORROWER :

BIRKS & MAYORS INC.

By:	/s/ Michael Rabinovitch
	Name:	Michael Rabinovitch
	Title:	Senior VP and CFO

By:	/s/ Marco Pasteris
	Name:	Marco Pasteris
	Title:	Group VP, Finance & Treasurer

Signature Page to Sixth Amendment and Consent to Amended and Restated

Revolving Credit and Security Agreement


GUARANTORS :

CASH, GOLD & SILVER USA, INC. ( formerly known as Henry Birks & Sons U.S., Inc.)
MAYOR’S JEWELERS OF FLORIDA, INC.
JBM RETAIL COMPANY, INC.
JBM VENTURE CO., INC.
MAYOR’S JEWELERS INTELLECTUAL PROPERTY HOLDING COMPANY

By:	/s/ Michael Rabinovitch
	Name:	Michael Rabinovitch
	Title:	Senior VP and CFO

By:	/s/ Marco Pasteris
	Name:	Marco Pasteris
	Title:	Group VP, Finance & Treasurer

CASH, GOLD & SILVER INC. – OR ET ARGENT, COMPTANT INC.

By:	/s/ Michael Rabinovitch
	Name:	Michael Rabinovitch
	Title:	Vice President

By:	/s/ Marco Pasteris
	Name:	Marco Pasteris
	Title:	Vice President

Signature Page to Sixth Amendment and Consent to Amended and Restated

Revolving Credit and Security Agreement


ADMINISTRATIVE AGENT :

BANK OF AMERICA, N.A.

By:	/s/ Mark Twomey
	Name:	Mark Twomey
	Title:	SVP

Signature Page to Sixth Amendment and Consent to Amended and Restated

Revolving Credit and Security Agreement


CANADIAN AGENT :

BANK OF AMERICA, N.A. (acting through its Canada branch)

By:	/s/ Clara McGibbon
	Name:	Clara McGibbon
	Title:	Assistant Vice President

Signature Page to Sixth Amendment and Consent to Amended and Restated

Revolving Credit and Security Agreement


US LENDERS :

BANK OF AMERICA, N.A.

By:	/s/ Mark Twomey
	Name:	Mark Twomey
	Title:	SVP

Signature Page to Sixth Amendment and Consent to Amended and Restated

Revolving Credit and Security Agreement


US LENDERS :

WELLS FARGO RETAIL FINANCE, LLC

By:	/s/ Connie Liu
	Name:	Connie Liu
	Title:	Vice President

Signature Page to Sixth Amendment and Consent to Amended and Restated

Revolving Credit and Security Agreement


US LENDERS :

BANK OF MONTREAL CHICAGO BRANCH

By:	/s/ Larry Allan Swiniarski
	Name:	Larry Allan Swiniarski
	Title:	Vice President

Signature Page to Sixth Amendment and Consent to Amended and Restated

Revolving Credit and Security Agreement


CANADIAN LENDERS :

BANK OF AMERICA, N.A. (acting through its Canada branch)

By:	/s/ Clara McGibbon
	Name:	Clara McGibbon
	Title:	Assistant Vice President

Signature Page to Sixth Amendment and Consent to Amended and Restated

Revolving Credit and Security Agreement


CANADIAN LENDERS :

WELLS FARGO FOOTHILL CANADA ULC

By:	/s/ David Lipkin
	Name:	David Lipkin
	Title:	SVP

Signature Page to Sixth Amendment and Consent to Amended and Restated

Revolving Credit and Security Agreement


CANADIAN LENDERS :

BANK OF MONTREAL

By:	/s/ Gary Karges
	Name:	Gary Karges
	Title:	Director – Corporate Finance

By:	/s/ John J. Kennedy
	Name:	John J. Kennedy
	Title:	Director – Operations

Signature Page to Sixth Amendment and Consent to Amended and Restated

Revolving Credit and Security Agreement


TRANCHE A-1 LENDERS :

BANK OF AMERICA, N.A.

By:	/s/ Mark Twomey
	Name:	Mark Twomey
	Title:	SVP

Signature Page to Sixth Amendment and Consent to Amended and Restated

Revolving Credit and Security Agreement


TRANCHE A-1 LENDERS :

WELLS FARGO RETAIL FINANCE, LLC

By:	/s/ Connie Liu
	Name:	Connie Liu
	Title:	Vice President

Signature Page to Sixth Amendment and Consent to Amended and Restated

Revolving Credit and Security Agreement


TRANCHE A-1 LENDERS :

BANK OF MONTREAL CHICAGO BRANCH

By:	/s/ Larry Allan Swiniarski
	Name:	Larry Allan Swiniarski
	Title:	Vice President

Signature Page to Sixth Amendment and Consent to Amended and Restated

Revolving Credit and Security Agreement

EXHIBIT A

Fifth Term Loan Amendment

Please see attached.

Exhibit 4.36

Execution Version

SEVENTH AMENDMENT, CONSENT AND WAIVER TO

AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT

SEVENTH AMENDMENT, CONSENT AND WAIVER TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT , dated as of April [ ], 2011 (this “ Amendment ”), by and among (i) MAYOR ’S JEWELERS, INC ., a Delaware corporation (the “ US Borrower ”) and BIRKS & MAYORS INC., a Canadian corporation (the “ Canadian Borrower ” and, together with the US Borrower, the “ Borrowers ”), (ii) the guarantors party to the Credit Agreement referred to below (the “ Guarantors ” and, together with the Borrowers, the “ Loan Parties ”), (iii) the lenders party to the Credit Agreement referred to below (collectively, the “ Lenders ”), (iv) BANK OF AMERICA, N.A. , in its capacity as administrative agent (the “ Administrative Agent ”), and (v) BANK OF AMERICA, N.A. (acting through its Canada branch) , as Canadian agent (the “ Canadian Agent ” and, together with the Administrative Agent, the “ Agents ”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Credit Agreement referred to below.

WHEREAS , the Borrowers have requested, among other things, that the Lenders (a) consent to the formation of new subsidiaries (collectively, the “ Excluded Subsidiaries ”) and Investments therein, in each case in connection with the transactions described in greater detail on Schedule A hereto, (b) consent to the Borrowers making a payment in respect of the Brinkhaus Subordinated Debt, (c) waive certain Events of Default arising as a result of the Borrowers’ failure to comply with the requirements of Section 10.2.16 of the Credit Agreement, and (d) amend certain provisions of the Credit Agreement, in each case, subject to the terms and conditions set forth herein; and

WHEREAS , the Lenders have agreed, on the terms and conditions set forth herein, to consent to the formation of the Excluded Subsidiaries and the related Investments therein, in each case subject to the terms and conditions set forth herein; and

WHEREAS , the Lenders have agreed, on the terms and conditions set forth herein, to consent to the Borrowers making a payment in respect of the Brinkhaus Subordinated Debt; and

WHEREAS , the Lenders have agreed, on the terms and conditions set forth herein, to waive the Specified Defaults (as defined below); and

WHEREAS , the Borrowers, the Lenders, and the Agents have agreed, on the terms and conditions set forth herein, to amend certain provisions of the Credit Agreement.

§1. Amendment to Section 1.1 of the Credit Agreement . Section 1.1 of the Credit Agreement is hereby amended as follows:

(a) By adding the following new definitions thereto in appropriate alphabetical order:

“ Excluded Subsidiaries - as defined in the Seventh Amendment. For purposes of this Agreement, the Excluded Subsidiaries shall be deemed Affiliates of the Loan Parties.

Seventh Amendment - that certain Seventh Amendment, Consent and Waiver to Amended and Restated Revolving Credit and Security Agreement dated as of April [ ], 2011, by and among , the Borrowers, the Guarantors, the Required Lenders, the Administrative Agent and the Canadian Agent.”

(b) By deleting the definition of “Subsidiary” in its entirety therefrom and substituting the following new definition in its stead:

“ Subsidiary - of a Person means a corporation, partnership, joint venture, limited or unlimited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to any Subsidiary or Subsidiaries of any Borrower. None of the Excluded Subsidiaries shall be a “Subsidiary” for purposes hereof.”

§2. Amendment to Section 10.2.6 of the Credit Agreement . Section 10.2.6(e) of the Credit Agreement is hereby amended by deleting such section in its entirety and inserting in lieu thereof the following text:

“(e) The Borrowers shall be permitted to (i) pay to any of Regaluxe S.r.L., Montrovest B.V. or Gestofi SA, an aggregate amount not to exceed $250,000 in any Fiscal Year (or such greater amount to the extent consented to in writing by the Administrative Agent in its sole discretion) for expenses incurred by any of Regaluxe S.r.L., Montrovest B.V. or Gestofi SA on behalf of the Chairman of the Canadian Borrower in connection with carrying out his duties as Chairman of the Canadian Borrower in the ordinary course of business and (ii) (x) pay Regaluxe S.r.L. a fee of not more than 3.5% of the total price of the goods sold to Regaluxe S.r.L. in the form of a discount (which fee shall be payable to cover import duties and the carrying costs of value-added taxes financing) and (y) reimburse Regaluxe S.r.L. for other reasonable costs and expenses incurred by Regaluxe S.r.L. in connection with the importation by Regaluxe S.r.L. of goods of the Canadian Borrower and the subsequent sale of such goods by Regaluxe S.r.L. to certain Italian jewellery stores (so long as, to the extent requested by the Administrative Agent, the Administrative Agent is provided with satisfactory documentation supporting such fees, costs and expenses), provided that in each case, no Default or Event of Default shall have

occurred and be continuing at the time of such payment or would result therefrom.”

§3. Consents under the Credit Agreement .

(a) Consent Regarding Excluded Subsidiaries . Notwithstanding anything to the contrary contained in the Credit Agreement, the Lenders hereby consent to (a) the formation of the Excluded Subsidiaries, (b) Investments by the Borrowers in the Excluded Subsidiaries not to exceed $300,000 in the aggregate outstanding at any time, and (c) the grant by the Canadian Borrower to the Excluded Subsidiaries of the exclusive right to use the trademarks identified on Schedule B annexed hereto (the “ Birks Marks ”) in Hong Kong, People’s Republic of China and/or Macau (collectively, the “ Territory ”) and the making available by the Canadian Borrower to the Excluded Subsidiaries of the Canadian Borrower’s know-how, confidential or proprietary information and similar Intellectual Property related to the business of the Canadian Borrower solely for use in the Territory.

(b) Consent Regarding Brinkhaus Subordinated Debt Payment . Notwithstanding anything to the contrary contained in the Credit Agreement, the Lenders hereby consent to Borrowers making a one-time principal payment on the date hereof in respect of the Brinkhaus Subordinated Debt in an amount equal to Cdn. $1,700,000 so long as (i) no Default or Event of Default exists at the time of the making of such payment or would (after taking into consideration the payment to be made) result therefrom and (ii) the Agents shall have received evidence satisfactory to the Agents that (A) the Aggregate Excess Availability (calculated on a pro forma basis after taking into consideration the payment to be made) shall be not less than $12,000,000 and (B) upon the making of such payment, the Brinkhaus Subordinated Debt shall be satisfied in full and any guarantees and Liens in support of the Brinkhaus Subordinated Debt shall have been terminated and released.

§4. Waiver under Credit Agreement .

(a) The Borrowers have informed the Agents and the Lenders that the Borrowers have committed to close the retail locations identified on Schedule C attached hereto (collectively, the “ Retail Locations ”) in 2011 and, accordingly, such commitment to close the Retail Locations constitutes an Event of Default under Section 11.1(c) of the Credit Agreement as a result of the breach of Section 10.2.16 of the Credit Agreement and an Event of Default under Section 11.1(m) of the Credit Agreement as a result of the corresponding events of default arising under the Term Loan Documents (collectively, the “ Specified Defaults ”). The Borrowers have requested that the Agents and the Required Lenders (i) consent to the closing of the Retail Locations, notwithstanding the limitations on the number of retail locations that may be closed in any calendar year under Section 10.2.16 of the Credit Agreement, and (ii) waive the Specified Defaults.

(b) Subject to the satisfaction of the conditions precedent described in Section 6 below, the Agents and the Required Lenders hereby (i) consent to the closing of the Retail Locations, notwithstanding the limitations on the number of retail locations that may be closed in any calendar year under Section 10.2.16 of the Credit Agreement, and (ii) waive the Specified Defaults. The waiver provided herein is a limited waiver and the execution and delivery of this Amendment does not (i) constitute a waiver by the Agents or any Lender of any other term or condition under the Credit Agreement or any other Loan Documents, including, without limitation, any right, power, or remedy of Agents or any Lender under any of the Loan Documents (all such rights, powers and remedies being expressly reserved), (ii) establish a custom or a course of dealing or

conduct among the Agents, any Lender or any member of the Loan Parties, or (iii) prejudice any rights which the Agents or any Lender now has or may have in the future under or in connection with the Loan Documents.

§5. Representations and Warranties . Each of the Loan Parties hereby represents and warrants to the Agents and the Lenders as of the date hereof as follows:

(f) Each of the Loan Parties hereby acknowledges and agrees that the representations and warranties contained in this Amendment shall constitute

representations and warranties as referred to in Section 11.1(b) of the Credit Agreement, a breach of which shall constitute an Event of Default.

§6. Effectiveness . This Amendment shall become effective upon the satisfaction of each of the following conditions, in each case in a manner satisfactory in form and substance to the Administrative Agent and the Lenders:

(b) All amounts due or outstanding with respect to the Brinkhaus Subordinated Debt shall have been (or shall simultaneously be) paid in full, any commitments thereunder terminated and any and all guarantees and Liens in support thereof discharged and released, and the Administrative Agent shall have received satisfactory evidence thereof.

(c) The Administrative Agent shall have received a duly executed Sixth Amendment, Consent and Waiver to Term Loan and Security Agreement (“ Sixth Term Loan Amendment ”) in the form of Exhibit A attached hereto.

(d) The Administrative Agent shall have received a duly executed consent to this Amendment from the Term Loan Agent under the terms of the Intercreditor Agreement (to the extent deemed necessary by the Administrative Agent).

(e) The Borrowers shall have paid all reasonable unpaid fees and expenses of the Administrative Agent’s counsel, Morgan, Lewis & Bockius, LLP, to the extent that copies of invoices for such fees and expenses have been delivered to the Borrowers.

(f) The Administrative Agent and the Canadian Agent shall have received such other items, documents, agreements, items or actions as the Administrative Agent or the Canadian Agent may reasonably request in order to effectuate the transactions contemplated hereby.

(g) No Default or Event of Default shall have occurred and be continuing.

§7. Release . In order to induce the Administrative Agent, the Canadian Agent and the Lenders to enter into this Amendment, each Loan Party acknowledges and agrees that: (i) no Loan Party has any claim or cause of action against the Administrative Agent, the Canadian Agent, any Issuing Bank or any Lender (or, with respect to the Credit Agreement and the other Loan Documents and the administration of the credit facilities thereunder, any of their respective directors, officers, employees, agents or representatives); (ii) no Loan Party has any offset or compensation right, counterclaim, right of recoupment or any defense of any kind against any Loan Party’s obligations, indebtedness or liabilities to the Administrative Agent, the Canadian Agent, any Issuing Bank or any Lender; and (iii) each of the Administrative Agent, the Canadian Agent, the Issuing Banks and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrowers and, as applicable, the Guarantors. Each Loan Party wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s, the Canadian Agent’s, the Issuing Banks’ and the Lenders’ rights, interests, contracts, collateral security or remedies. Therefore, each Loan Party unconditionally releases, waives and forever discharges (A) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent, the Canadian Agent, the Issuing Banks or any Lender to any Loan Party, except the obligations to be performed by the Administrative Agent, the Canadian

Agent, the Issuing Banks or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (B) all claims, counterclaims, offsets, compensation rights, causes of action, right of recoupment, suits or defenses of any kind whatsoever (if any), whether arising at law or in equity, whether known or unknown, which any Loan Party might otherwise have against the Administrative Agent, the Canadian Agent, any Issuing Bank or any Lender (or, with respect to the Credit Agreement and the other Loan Documents and the administration of the credit facilities thereunder, any of their respective directors, officers, employees or agents), in either case (A) or (B), on account of any past or presently existing (as of the date hereof) condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, counterclaims, compensation rights, circumstance or matter of any kind.

§8. Miscellaneous Provisions .

(c) THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING, WITHOUT LIMITATION, NEW YORK GENERAL OBLIGATIONS LAW SECTIONS 5-1401 AND 5-1402 (BUT GIVING EFFECT TO FEDERAL LAWS RELATING TO NATIONAL BANKS).

EACH LOAN PARTY PARTY HERETO IRREVOCABLY WAIVES ALL CLAIMS, OBJECTIONS AND DEFENSES THAT IT MAY HAVE REGARDING SUCH COURT’S PERSONAL OR SUBJECT MATTER JURISDICTION, VENUE OR INCONVENIENT FORUM. Nothing herein shall limit the right of any Agent or any Lender to bring proceedings against any Loan Party in any other court. Nothing in this Agreement shall be deemed to preclude enforcement by any Agent of any judgment or order obtained in any forum or jurisdiction.

[Remainder of Page Intentionally Left Blank]

[Signature Pages follow]

IN WITNESS WHEREOF, the undersigned have duly executed this Amendment as of the date first set forth above.


US BORROWER AND BORROWER AGENT :

MAYOR’S JEWELERS, INC.

By:	/s/ Michael Rabinovitch
	Name:	Michael Rabinovitch
	Title:	Senior VP & CFO

By:	/s/ Marco Pasteris
	Name:	Marco Pasteris
	Title:	Group VP, Finance & Treasurer

CANADIAN BORROWER :

BIRKS & MAYORS INC.

By:	/s/ Michael Rabinovitch
	Name: Michael Rabinovitch
	Title:	Senior VP & CFO

By:	/s/ Marco Pasteris
	Name:	Marco Pasteris
	Title:	Group VP, Finance & Treasurer

Signature Page to Seventh Amendment, Consent and Waiver to Amended and Restated

Revolving Credit and Security Agreement


GUARANTORS :

CASH, GOLD & SILVER USA, INC. ( formerly known as Henry Birks & Sons U.S., Inc.)
MAYOR’S JEWELERS OF FLORIDA, INC.
JBM RETAIL COMPANY, INC. JBM VENTURE CO., INC. MAYOR’S JEWELERS INTELLECTUAL PROPERTY HOLDING COMPANY

By:	/s/ Michael Rabinovitch
	Name:	Michael Rabinovitch
	Title:	Senior VP & CFO

By:	/s/ Marco Pasteris
	Name:	Marco Pasteris
	Title:	Group VP, Finance & Treasurer

CASH, GOLD & SILVER INC. - OR ET ARGENT, COMPTANT INC.

By:	/s/ Michael Rabinovitch
	Name:	Michael Rabinovitch
	Title:	Vice President

By:	/s/ Marco Pasteris
	Name:	Marco Pasteris
	Title:	Vice President

Signature Page to Seventh Amendment, Consent and Waiver to Amended and Restated

Revolving Credit and Security Agreement


ADMINISTRATIVE AGENT :

BANK OF AMERICA, N.A.

By:	/s/ Mark D. Twomey
	Name:	Mark D. Twomey
	Title:	Senior Vice President

Signature Page to Seventh Amendment, Consent and Waiver to Amended and Restated

Revolving Credit and Security Agreement


CANADIAN AGENT :

BANK OF AMERICA, N.A. (acting through its Canada branch)

By:	/s/ Medina Sales de Andrade
	Name:	Medina Sales de Andrade
	Title:	Vice President

Signature Page to Seventh Amendment, Consent and Waiver to Amended and Restated

Revolving Credit and Security Agreement


US LENDERS :

BANK OF AMERICA, N.A.

By:	/s/ Mark D. Twomey
	Name:	Mark D. Twomey
	Title:	Senior Vice President

Signature Page to Seventh Amendment, Consent and Waiver to Amended and Restated

Revolving Credit and Security Agreement


US LENDERS :

WELLS FARGO RETAIL FINANCE, LLC

By:	/s/ Connie Liu
	Name:	Connie Liu
	Title:	Vice President

Signature Page to Seventh Amendment, Consent and Waiver to Amended and Restated

Revolving Credit and Security Agreement


CANADIAN LENDERS :

BANK OF AMERICA, N.A. (acting through its Canada branch)

By:	/s/ Medina Sales de Andrade
	Name:	Medina Sales de Andrade
	Title:	Vice President

Signature Page to Seventh Amendment, Consent and Waiver to Amended and Restated

Revolving Credit and Security Agreement


CANADIAN LENDERS :

WELLS FARGO FOOTHILL CANADA ULC

By:	/s/ Frank O’Connor
	Name:	Frank O’Connor
	Title:	SVP

Signature Page to Seventh Amendment, Consent and Waiver to Amended and Restated

Revolving Credit and Security Agreement


TRANCHE A-1 LENDERS :

BANK OF AMERICA, N.A.

By:	/s/ Mark D. Twomey
	Name:	Mark D. Twomey
	Title:	Senior Vice President

Signature Page to Seventh Amendment, Consent and Waiver to Amended and Restated

Revolving Credit and Security Agreement


TRANCHE A-1 LENDERS :

WELLS FARGO RETAIL FINANCE, LLC

By:	/s/ Connie Liu
	Name:	Connie Liu
	Title:	Vice President

Signature Page to Seventh Amendment, Consent and Waiver to Amended and Restated

Revolving Credit and Security Agreement

SCHEDULE A

Description of Investment

The Canadian Borrower, alone or together with third party investors, will establish a holding company in Hong Kong (“HK Holdco”) that will hold a contractual right to develop the Birks trademark in the People’s Republic of China (“PRC”), Hong Kong and/or Macau (collectively, the “Territory”).

HK Holdco will establish one or more subsidiaries (as needed) registered in the Territory to conduct all of its proposed business activities in the Territory.

SCHEDULE B

The Canadian Borrower is in the process of filing or will file trademark or word mark applications in relation to the following trademarks in the Territory:

1. Birks

2. Birks & lion design

3. The Amorique Diamond

4. Caresse

5. Other trademarks or word marks related to the Canadian Borrower to be used in the Territory that may be necessary or useful in connection with the activities of the Canadian Borrower and/or the Excluded Subsidiaries in the Territory.

SCHEDULE C


Store #	Store Name	Street Address	City	Zip
8372	Scarborough Town Centre	300 Borough Drive, Unit 280	Scarborough, ON	M1P 4P5
4121	PGA Commons	4510 PGA Blvd.	Palm Beach Gardens, FL	33418
4120	Treasure Coast Square	3478 NW Federal Highway	Jensen Beach, FL	34957
4129	Seminole Towne Center	141 Towne Center Circle, F-1	Sanford, FL	32771
4149	Bell Tower Shops	13499 S. Cleveland Ave., Suite #165	Ft. Myers, FL	33907

EXHIBIT A

Sixth Term Loan Amendment

Please see attached.

Exhibit 4.41

EXECUTION COPY

FIFTH AMENDMENT TO TERM LOAN AND SECURITY AGREEMENT

FIFTH AMENDMENT TO TERM LOAN AND SECURITY AGREEMENT , dated as of October 8, 2010 (this “ Amendment ”), by and among (i) MAYOR’S JEWELERS, INC ., a Delaware corporation (the “ US Borrower ”) and BIRKS & MAYORS INC. , a Canadian corporation (the “ Canadian Borrower ” and, together with the US Borrower, the “ Borrowers ”), (ii) the guarantors party to the Loan Agreement referred to below (the “ Guarantors ” and, together with the Borrowers, the “ Loan Parties ”), (iii) the lenders party to the Loan Agreement referred to below (collectively, the “ Lenders ”), and (iv) GB MERCHANT PARTNERS, LLC , in its capacity as administrative agent (the “ Administrative Agent ”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Loan Agreement referred to below.

WHEREAS , the Borrowers, the Guarantors, the Lenders and the Administrative Agent are parties to the Term Loan and Security Agreement, dated as of December 17, 2008 (as amended, amended and restated, modified and in effect from time to time, the “ Loan Agreement ”), pursuant to which the Lenders have extended credit to the Borrowers on the terms and subject to the conditions set forth therein; and

WHEREAS , the Borrowers have requested that the Revolving Credit Agreement be amended to modify the definition of “Availability Block” as set forth therein; and

WHEREAS , pursuant to the Intercreditor Agreement, the Administrative Agent’s consent is required for any such amendment; and

WHEREAS , the Borrowers have requested that the Administrative Agent provide such consent; and

WHEREAS , it is a condition precedent to the effectiveness of such consent that the Loan Agreement be amended in accordance with the terms hereof; and

WHEREAS , Borrowers, the Lenders, and the Administrative Agent have agreed, on the terms and conditions set forth herein, to amend certain provisions of the Loan Agreement; and

§1. Amendment to Section 3.2.1 of the Loan Agreement . Section 3.2.1 of the Loan Agreement is hereby amended by deleting the phrase “one and one-half percent (1.50%)” from clause (b) thereof and substituting in its stead the phrase “two percent (2.00%)”.

§2. Representations and Warranties . Each of the Loan Parties hereby represents and warrants to the Administrative Agent and the Lenders as of the date hereof as follows:

(a) The execution and delivery by each of the Loan Parties of this Amendment and all other instruments and agreements required to be executed and delivered by such Loan Party in connection with the transactions contemplated hereby or referred to herein (collectively, the “ Amendment Documents ”), and the performance by each of the Loan Parties of any of its obligations and agreements under the Amendment Documents and the Loan Agreement and the other Loan Documents, as amended hereby, are within the corporate or other authority of such Loan Party, have been authorized by all necessary corporate proceedings on behalf of such Loan Party and do not and will not

contravene any provision of law or such Loan Party’s charter, other incorporation or organizational papers, by-laws or any stock provision or any amendment thereof or of any indenture, agreement, instrument or undertaking binding upon such Loan Party.

(b) Each of this Amendment, the other Amendment Documents, the Loan Agreement and the other Loan Documents, as amended hereby, to which any Loan Party is a party constitute legal, valid and binding obligations of such Loan Party, enforceable in accordance with their terms, except as limited by the Bankruptcy Code, any Canadian Debtor Relief Law, any other insolvency, debtor relief or debt adjustment law or similar laws relating to or affecting generally the enforcement of creditors’ rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefore may be brought.

(c) No approval or consent of, or filing with, any governmental agency or authority is required to make valid and legally binding the execution, delivery or performance by the Loan Parties of this Amendment, the Amendment Documents, the Loan Agreement or any other Loan Documents, as amended hereby, or the consummation by the Loan Parties of the transactions among the parties contemplated hereby and thereby or referred to herein.

(d) The representations and warranties contained in Section 9 of the Loan Agreement and in the other Loan Documents were true and correct as of the date made. Except to the extent of changes resulting from transactions contemplated or permitted by the Loan Agreement and the other Loan Documents and except to the extent that any representations and warranties relate expressly to an earlier date, after giving effect to the provisions hereof, such representations and warranties, both before and after giving effect to this Amendment, also are correct as of the date hereof.

(f) Each of the Loan Parties hereby acknowledges and agrees that the representations and warranties contained in this Amendment shall constitute representations and warranties as referred to in Section 11.1(b) of the Loan Agreement, a breach of which shall constitute an Event of Default.

§3. Effectiveness . This Amendment shall become effective upon the satisfaction of each of the following conditions, in each case in a manner satisfactory in form and substance to the Administrative Agent and the Lenders:

(a) This Amendment shall have been duly executed and delivered by each of the Borrowers, each of the Guarantors, the Administrative Agent and each of the Lenders and shall be in full force and effect.

(b) The Borrowers shall have paid in cash to the Administrative Agent, for the pro rata accounts of the Lenders, a fee in an amount equal to $15,000.

(c) The Administrative Agent shall have received a duly executed Sixth Amendment and Consent to Amended and Restated Revolving Credit and Security Agreement (the “ Sixth Revolver Amendment ”) in the form of Exhibit A attached hereto.

(d) The Borrowers shall have remitted to the Administrative Agent, for application to the outstanding principal amount of the Term Loan, an amount of not less than $500,000 (the “ Term Loan Prepayment ”) in immediately available funds (it being acknowledged and agreed by the Borrowers that once repaid, such amount may not be reborrowed under the Loan Agreement). The Borrowers shall have remitted to the Administrative Agent, for the ratable benefit of the Lenders, all fees and expenses owing in connection with such Term Loan Prepayment under the Credit Agreement (including, without limitation, any Early Termination Fees owing pursuant to Section 3.2.1 of the Loan Agreement).

(e) The Borrowers shall have paid all reasonable unpaid fees and expenses of the Administrative Agent’s counsel, Riemer & Braunstein LLP and Osler, Hoskin & Harcort LLP, to the extent that copies of invoices for such fees and expenses have been delivered to the Borrowers.

(f) The Administrative Agent shall have received such other items, documents, agreements, items or actions as the Administrative Agent may reasonably request in order to effectuate the transactions contemplated hereby.

(g) No Default or Event of Default shall have occurred and be continuing.

§4. Consent under Intercreditor Agreement . The Administrative Agent acknowledges that, subject to the satisfaction of the conditions described in Section 3 hereof, the Administrative Agent has consented to the amendment to the definition of “Availability Block” under the Revolving Credit Agreement as such amendment is set forth in the Sixth Revolver Amendment, pursuant to the terms of that certain letter by the Administrative Agent to the annexed hereto as Exhibit B .

§5. Release . In order to induce the Administrative Agent and the Lenders to enter into this Amendment, each Loan Party acknowledges and agrees that: (i) no Loan Party has any claim or cause of action against the Administrative Agent or any Lender (or, with respect to the Loan Agreement and the other Loan Documents and the administration of the credit facilities thereunder, any of their respective directors, officers, employees, agents or representatives); (ii) no Loan Party has any offset or compensation right, counterclaim, right of recoupment or any defense of any kind against any Loan Party’s obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) each of the Administrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrowers and, as applicable, the Guarantors. Each Loan Party wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. Therefore, each Loan Party unconditionally releases, waives and forever discharges (A) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to any Loan Party, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Loan Agreement and the other Loan Documents, and (B) all claims, counterclaims, offsets, compensation rights, causes of action, right of recoupment, suits or defenses of any kind whatsoever (if any), whether arising at law or in equity, whether known or unknown, which any Loan Party might otherwise have against the Administrative Agent or any Lender (or, with respect to the Loan Agreement and the other Loan Documents and the administration of the credit facilities thereunder, any of their respective directors, officers, employees or agents), in either case (A) or (B), on account of any past or presently existing (as of the date hereof) condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, counterclaims, compensation rights, circumstance or matter of any kind.

§6. Miscellaneous Provisions .

(a) Each of the Loan Parties hereby ratifies and confirms all of its Obligations to the Administrative Agent and the Lenders under the Loan Agreement, as amended hereby, and the other Loan Documents, including, without limitation, the Loans, and each of the Loan Parties hereby affirms its absolute and unconditional promise to pay to the Lenders and the Administrative Agent, as applicable, the Loans, reimbursement obligations and all other amounts due or to become due and payable to the Lenders and the Administrative Agent, as applicable, under the Loan Agreement and the other Loan Documents, as amended hereby and it is the intent of the parties hereto that nothing contained herein shall constitute a novation or accord and satisfaction. Each of the Loan Parties hereby acknowledges and confirms that the liens, hypothecs, pledges and security interests granted pursuant to the Loan Documents are and continue to be valid, perfected and enforceable first priority liens, hypothecs, pledges and security interests (subject only to Permitted Liens) that secure all of the Obligations on and after the date hereof. Except as expressly amended hereby, each of the Loan Agreement and the other Loan Documents shall continue in full force and effect. This Amendment and the Loan Agreement shall hereafter be read and construed together as a single document, and all references in the Loan Agreement, any other Loan Document or any agreement or instrument related to the Loan Agreement shall hereafter refer to the Loan Agreement as amended by this Amendment.

(b) Without limiting the expense reimbursement requirements set forth in Section 3.4 of the Loan Agreement, the Borrowers agree to pay on demand all reasonable costs and expenses, including reasonable attorneys’ fees, of the Administrative Agent incurred in connection with this Amendment.

(c) THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW (OTHER THAN THE NEW YORK GENERAL OBLIGATIONS LAW §§5-1401 AND 5-1402)).

(d) EACH LOAN PARTY PARTY HERETO HEREBY CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF ANY FEDERAL COURT SITTING IN OR WITH JURISDICTION OVER THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY STATE COURT OF THE STATE OF NEW YORK SITTING IN THE COUNTY OF MANHATTAN, IN ANY PROCEEDING OR DISPUTE RELATING IN ANY WAY TO ANY LOAN DOCUMENTS, AND AGREES THAT ANY SUCH PROCEEDING SHALL BE BROUGHT BY IT SOLELY IN ANY SUCH COURT. EACH LOAN PARTY PARTY HERETO IRREVOCABLY WAIVES ALL CLAIMS, OBJECTIONS AND DEFENSES THAT IT MAY HAVE REGARDING SUCH COURT’S PERSONAL OR SUBJECT MATTER JURISDICTION, VENUE OR INCONVENIENT FORUM. Nothing herein shall limit the right of the Administrative Agent or any Lender to bring proceedings against any Loan Party in any other court. Nothing in this Agreement shall be deemed to preclude enforcement by the Administrative Agent of any judgment or order obtained in any forum or jurisdiction.

[Remainder of Page Intentionally Left Blank]

[Signature Pages follow]

IN WITNESS WHEREOF, the undersigned have duly executed this Amendment as of the date first set forth above.


US BORROWER AND BORROWER AGENT :

MAYOR’S JEWELERS, INC.

By:	/s/ Michael Rabinovitch
	Name:	Michael Rabinovitch
	Title:	Senior VP & CFO

By:	/s/ Marco Pasteris
	Name:	Marco Pasteris
	Title:	Group VP, Finance & Treasurer

CANADIAN BORROWER :

BIRKS & MAYORS INC.

By:	/s/ Michael Rabinovitch
	Name:	Michael Rabinovitch
	Title:	Senior VP & CFO

By:	/s/ Marco Pasteris
	Name:	Marco Pasteris
	Title:	Group VP, Finance & Treasurer

Signature Page to Fifth Amendment to Term Loan and Security Agreement


GUARANTORS :

CASH, GOLD & SILVER USA, INC. ( formerly known as Henry Birks & Sons U.S., Inc.)
MAYOR’S JEWELERS OF FLORIDA, INC.
JBM RETAIL COMPANY, INC.
JBM VENTURE CO., INC.
MAYOR’S JEWELERS INTELLECTUAL PROPERTY HOLDING COMPANY

By:	/s/ Michael Rabinovitch
	Name:	Michael Rabinovitch
	Title:	Senior VP & CFO

By:	/s/ Marco Pasteris
	Name:	Marco Pasteris
	Title:	Group VP, Finance & Treasurer

CASH, GOLD & SILVER INC. – OR ET ARGENT, COMPTANT INC.

By:	/s/ Michael Rabinovitch
	Name:	Michael Rabinovitch
	Title:	Vice President

By:	/s/ Marco Pasteris
	Name:	Marco Pasteris
	Title:	Vice President

Signature Page to Fifth Amendment to Term Loan and Security Agreement


ADMINISTRATIVE AGENT :

GB MERCHANT PARTNERS, LLC

By:	/s/ Lawrence E. Klaff
	Name:	Lawrence E. Klaff
	Title:	Principal & Managing Director

Signature Page to Fifth Amendment to Term Loan and Security Agreement


LENDERS :

1903 ONSHORE FUNDING, LLC

By:		GB Merchant Partners, LLC
		Its Investment Manager



By:		/s/ Lawrence E. Klaff


Name:		Lawrence E. Klaff
Title:		Principal & Managing Director

1903 OFFSHORE LOANS SPV LIMITED

By:		GB Merchant Partners, LLC
		Its Investment Manager



By:		/s/ Lawrence E. Klaff


Name:		Lawrence E. Klaff
Title:		Principal & Managing Director

Signature Page to Fifth Amendment to Term Loan and Security Agreement

RATIFICATION OF GUARANTY

Without limiting the provisions of the foregoing Amendment and any agreement of any Guarantor made therein, each of the undersigned Guarantors hereby (a) acknowledges and consents to the foregoing Amendment and the Borrowers’ execution thereof; (b) ratifies and confirms all of their respective obligations and liabilities under the Loan Documents to which any of them is a party and ratifies and confirms that such obligations and liabilities extend to and continue in effect with respect to, and continue to guarantee and secure, as applicable, the Obligations of the Borrowers under the Loan Agreement; (c) joins the foregoing Amendment for the purpose of consenting to and being bound by the provisions of Section 2 and Section 5 thereof; and (d) acknowledges and confirms that the liens, hypothecs, pledges and security interests granted pursuant to the Loan Documents are and continue to be valid, perfected and enforceable first priority liens, hypothecs, pledges and security interests (subject only to Permitted Liens) that secure all of the Obligations on and after the date hereof.


GUARANTORS :

CASH, GOLD & SILVER USA, INC. ( formerly known as Henry Birks & Sons U.S., Inc.)
MAYOR’S JEWELERS OF FLORIDA, INC.
JBM RETAIL COMPANY, INC.
JBM VENTURE CO., INC.
MAYOR’S JEWELERS INTELLECTUAL PROPERTY HOLDING COMPANY

By:	/s/ Michael Rabinovitch
	Name:	Michael Rabinovitch
	Title:	Senior VP & CFO

By:	/s/ Marco Pasteris
	Name:	Marco Pasteris
	Title:	Group VP, Finance & Treasurer

CASH, GOLD & SILVER INC. – OR ET ARGENT, COMPTANT INC.

By:	/s/ Michael Rabinovitch
	Name:	Michael Rabinovitch
	Title:	Vice President

By:	/s/ Marco Pasteris
	Name:	Marco Pasteris
	Title:	Vice President

Guarantor Acknowledgment Page to Fifth Amendment to Term Loan and Security Agreement

Exhibit A to Fifth Amendment

Sixth Revolver Amendment

[ See Attached ]

Exhibit B to Fifth Amendment

Consent to Sixth Revolver Amendment

[ See Attached ]

Exhibit 4.42

Execution Version

SIXTH AMENDMENT, CONSENT AND WAIVER TO

TERM LOAN AND SECURITY AGREEMENT

SIXTH AMENDMENT, CONSENT AND WAIVER TO TERM LOAN AND SECURITY AGREEMENT , dated as of April , 2011 (this “ Amendment ”), by and among (i) MAYOR’S JEWELERS, INC ., a Delaware corporation (the “ US Borrower ”) and BIRKS & MAYORS INC. , a Canadian corporation (the “ Canadian Borrower ” and, together with the US Borrower, the “ Borrowers ”), (ii) the guarantors party to the Loan Agreement referred to below (the “ Guarantors ” and, together with the Borrowers, the “ Loan Parties ”), (iii) the lenders party to the Loan Agreement referred to below (collectively, the “ Lenders ”), and (iv) GB MERCHANT PARTNERS, LLC , in its capacity as administrative agent (the “ Administrative Agent ”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Loan Agreement referred to below.

WHEREAS , the Borrowers have requested, among other things, that the Lenders (a) consent to the formation of new subsidiaries (collectively, the “ Excluded Subsidiaries ”) and Investments therein, in each case in connection with the transactions described in greater detail on Schedule A hereto, (b) consent to the Borrowers making a payment in respect of the Brinkhaus Debt, (c) waive certain Events of Default arising as a result of the Borrowers’ failure to comply with the requirements of Section 10.2.16 of the Loan Agreement, and (d) amend certain provisions of the Loan Agreement, in each case, subject to the terms and conditions set forth herein; and

WHEREAS , the Lenders have agreed, on the terms and conditions set forth herein, to consent to the Borrowers making a payment in respect of the Brinkhaus Debt;

WHEREAS , the Lenders have agreed, on the terms and conditions set forth herein, to waive the Specified Defaults (as defined below); and

WHEREAS , the Borrowers, the Lenders, and the Agents have agreed, on the terms and conditions set forth herein, to amend certain provisions of the Loan Agreement.

§1. Amendment to Section 1.1 of the Loan Agreement . Section 1.1 of the Loan Agreement is hereby amended as follows:

(a) By adding the following new definitions thereto in appropriate alphabetical order:

“ Excluded Subsidiaries – as defined in the Sixth Amendment. For purposes of this Agreement, the Excluded Subsidiaries shall be deemed Affiliates of the Loan Parties.

“ Sixth Amendment – that certain Sixth Amendment, Consent and Waiver to Term Loan and Security Agreement dated as of March , 2011, by and among the Loan Parties, the Lenders and the Administrative Agent.”

(b) By deleting the definition of “Subsidiary” in its entirety therefrom and substituting the following new definition in its stead:

§2. Amendment to Section 10.2.6 of the Loan Agreement . Section 10.2.6(b) of the Loan Agreement is hereby amended by deleting such section in its entirety and inserting in lieu thereof the following text:

“(b) The Borrowers shall be permitted to (i) pay to any of Regaluxe S.r.L., Montrovest B.V. or Gestofi SA, an aggregate amount not to exceed $250,000 in any Fiscal Year (or such greater amount to the extent consented to in writing by the Administrative Agent in its sole discretion) for expenses incurred by any of Regaluxe S.r.L., Montrovest B.V. or Gestofi SA on behalf of the Chairman of the Canadian Borrower in connection with carrying out his duties as Chairman of the Canadian Borrower in the ordinary course of business and (ii) (x) pay Regaluxe S.r.L. a fee of not more than 3.5% of the total price of the goods sold to Regaluxe S.r.L. in the form of a discount (which fee shall be payable to cover import duties and the carrying costs of value-added taxes financing), and (y) reimburse Regaluxe S.r.L. for other reasonable costs and expenses incurred by Regaluxe S.r.L. in connection with the importation by Regaluxe S.r.L. of goods of the Canadian Borrower and the subsequent sale of such goods by Regaluxe S.r.L. to certain Italian jewellery stores (so long as, to the extent requested by the Administrative Agent, the Administrative Agent is provided with satisfactory documentation supporting such costs and expenses)), provided that in each case, no Default or Event of Default shall have occurred and be continuing at the time of such payment or would result therefrom.”

§3. Consents under Loan Agreement .

(a) Consent Regarding Excluded Subsidiaries . Notwithstanding anything to the contrary contained in the Loan Agreement, the Lenders hereby consent to (a) the

formation of the Excluded Subsidiaries, (b) Investments by the Borrowers in the Excluded Subsidiaries not to exceed $300,000 in the aggregate outstanding at any time, and (c) the grant by the Canadian Borrower to the Excluded Subsidiaries of the exclusive right to use the trademarks identified on Schedule B annexed hereto (the “ Birks Marks ”) in Hong Kong, People’s Republic of China and/or Macau (collectively, the “ Territory ”) and the making available by the Canadian Borrower to the Excluded Subsidiaries of the Canadian Borrower’s know-how, confidential or proprietary information and similar Intellectual Property related to the business of the Canadian Borrower solely for use in the Territory.

(b) Consent Regarding Brinkhaus Subordinated Debt Payment . Notwithstanding anything to the contrary contained in the Loan Agreement, the Lenders hereby consent to Borrowers making a one-time principal payment on the date hereof in respect of the Brinkhaus Debt in an amount equal to Cdn. $1,700,000 so long as (i) no Default or Event of Default exists at the time of the making of such payment or would (after taking into consideration the payment to be made) result therefrom and (ii) the Administrative Agent shall have received evidence satisfactory to the Administrative Agent that (A) the Aggregate Excess Availability (calculated on a pro forma basis after taking into consideration the payment to be made) shall be not less than $12,000,000 and (B) upon the making of such payment, the Brinkhaus Debt shall be satisfied in full and any guarantees and Liens in support of the Brinkhaus Debt shall have been terminated and released.

§4. Waiver under Loan Agreement .

(a) The Borrowers have informed the Administrative Agent and the Lenders that the Borrowers have committed to close the retail locations identified on Schedule C attached hereto (collectively, the “ Retail Locations ”) in 2011 and, accordingly, such commitment to close the Retail Locations constitutes an Event of Default under Section 11.1(c) of the Loan Agreement as a result of the breach of Section 10.2.16 of the Loan Agreement and an Event of Default under Section 11.1(m) of the Loan Agreement as a result of the corresponding events of default arising under the Revolving Loan Documents (collectively, the “ Specified Defaults ”). The Borrowers have requested that the Administrative Agent and the Required Lenders (i) consent to the closing of the Retail Locations, notwithstanding the limitations on the number of retail locations that may be closed in any calendar year under Section 10.2.16 of the Loan Agreement, and (ii) waive the Specified Defaults.

(b) Subject to the satisfaction of the conditions precedent described in Section 6 below, the Administrative Agent and the Lenders hereby (i) consent to the closing of the Retail Locations, notwithstanding the limitations on the number of retail locations that may be closed in any calendar year under Section 10.2.16 of the Loan Agreement, and (ii) waive the Specified Defaults. The waiver provided herein is a limited waiver and the execution and delivery of this Amendment does not (i) constitute a waiver by the Administrative Agent or any Lender of any other term or condition under the Loan Agreement or any other Loan Documents, including, without limitation, any right, power, or remedy of Administrative Agent or any Lender under any of the Loan Documents (all such rights, powers and remedies being expressly reserved), (ii) establish a custom or a course of dealing or conduct among the Administrative Agent, any Lender or any member of the Loan Parties, or (iii) prejudice any rights which the Administrative Agent or any Lender now has or may have in the future under or in connection with the Loan Documents.

§5. Representations and Warranties . Each of the Loan Parties hereby represents and warrants to the Administrative Agent and the Lenders as of the date hereof as follows:

(a) The execution and delivery by each of the Loan Parties of this Amendment and all other instruments and agreements required to be executed and delivered by such Loan Party in connection with the transactions contemplated hereby or referred to herein (collectively, the “ Amendment Documents ”), and the performance by each of the Loan Parties of any of its obligations and agreements under the Amendment Documents and the Loan Agreement and the other Loan Documents, as amended hereby, are within the corporate or other authority of such Loan Party, have been authorized by all necessary corporate proceedings on behalf of such Loan Party and do not and will not contravene any provision of law or such Loan Party’s charter, other incorporation or organizational papers, by-laws or any stock provision or any amendment thereof or of any indenture, agreement, instrument or undertaking binding upon such Loan Party.

(c) No approval or consent of, or filing with, any governmental agency or authority is required to make valid and legally binding the execution, delivery or performance by the Loan Parties of this Amendment, the Amendment Documents, the Loan Agreement or any other Loan Documents, as amended hereby, or the consummation by the Loan Parties of the transactions among the parties contemplated hereby and thereby or referred to herein.

(f) Each of the Loan Parties hereby acknowledges and agrees that the representations and warranties contained in this Amendment shall constitute representations and warranties as referred to in Section 11.1(b) of the Loan Agreement, a breach of which shall constitute an Event of Default.

§6. Effectiveness . This Amendment shall become effective upon the satisfaction of each of the following conditions, in each case in a manner satisfactory in form and substance to the Administrative Agent and the Lenders:

(b) All amounts due or outstanding with respect to the Brinkhaus Debt shall have been (or shall simultaneously be) paid in full, any commitments thereunder terminated and any and all guarantees and Liens in support thereof discharged and released, and the Administrative Agent shall have received satisfactory evidence thereof.

(c) The Administrative Agent shall have received a duly executed Seventh Amendment and Consent to Amended and Restated Revolving Credit and Security Agreement (the “ Seventh Revolver Amendment ”) in the form of Exhibit A attached hereto.

(d) The Borrowers shall have paid all reasonable unpaid fees and expenses of the Administrative Agent’s counsel, Riemer & Braunstein LLP and Osler, Hoskin & Harcort LLP, to the extent that copies of invoices for such fees and expenses have been delivered to the Borrowers.

(e) The Administrative Agent shall have received such other items, documents, agreements, items or actions as the Administrative Agent may reasonably request in order to effectuate the transactions contemplated hereby.

(f) No Default or Event of Default shall have occurred and be continuing.

§7. Release . In order to induce the Administrative Agent and the Lenders to enter into this Amendment, each Loan Party acknowledges and agrees that: (i) no Loan Party has any claim or cause of action against the Administrative Agent or any Lender (or, with respect to the Loan Agreement and the other Loan Documents and the administration of the credit facilities thereunder, any of their respective directors, officers, employees, agents or representatives); (ii) no Loan Party has any offset or compensation right, counterclaim, right of recoupment or any defense of any kind against any Loan Party’s obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and (iii) each of the Administrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrowers and, as applicable, the Guarantors. Each Loan Party wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rights, interests, contracts, collateral security or remedies. Therefore, each Loan Party unconditionally releases, waives and forever discharges (A) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to any Loan Party, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Loan Agreement and the other Loan Documents, and (B) all claims, counterclaims, offsets, compensation rights, causes of action, right of recoupment, suits or defenses of any kind whatsoever (if any), whether arising at law or in equity, whether known or unknown, which any Loan Party might otherwise have against the Administrative Agent or any Lender (or, with respect to the Loan Agreement and the other Loan Documents and the administration of the credit facilities thereunder, any of their respective directors, officers, employees or agents), in either case (A) or (B), on account of any past or presently existing (as of the date hereof) condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, counterclaims, compensation rights, circumstance or matter of any kind.

§8. Miscellaneous Provisions .

(d) EACH LOAN PARTY PARTY HERETO HEREBY CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF ANY FEDERAL COURT SITTING IN OR WITH JURISDICTION OVER THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY STATE COURT OF THE STATE OF NEW YORK SITTING IN THE COUNTY OF MANHATTAN, IN ANY PROCEEDING OR DISPUTE RELATING IN ANY WAY TO ANY LOAN DOCUMENTS, AND AGREES THAT ANY SUCH PROCEEDING SHALL BE BROUGHT BY IT SOLELY IN ANY SUCH COURT. EACH LOAN PARTY PARTY HERETO IRREVOCABLY WAIVES ALL CLAIMS, OBJECTIONS AND DEFENSES THAT IT MAY HAVE REGARDING SUCH COURT’S PERSONAL OR SUBJECT MATTER JURISDICTION, VENUE OR INCONVENIENT FORUM. Nothing herein shall limit the right of the Administrative Agent or any Lender to bring proceedings against any Loan Party in any other court. Nothing in this Agreement shall be deemed to preclude enforcement by the Administrative Agent of any judgment or order obtained in any forum or jurisdiction.

[Remainder of Page Intentionally Left Blank]

[Signature Pages follow]

IN WITNESS WHEREOF, the undersigned have duly executed this Amendment as of the date first set forth above.


US BORROWER AND BORROWER AGENT :

MAYOR’S JEWELERS, INC.

By:	/s/ Michael Rabinovitch
	Name:	Michael Rabinovitch
	Title:	Senior VP & CFO

By:	/s/ Marco Pasteris
	Name:	Marco Pasteris
	Title:	Group VP, Finance & Treasurer

CANADIAN BORROWER :

BIRKS & MAYORS INC.

By:	/s/ Michael Rabinovitch
	Name:	Michael Rabinovitch
	Title:	Senior VP & CFO

By:	/s/ Marco Pasteris
	Name:	Marco Pasteris
	Title:	Group VP, Finance & Treasurer

Signature Page to Sixth Amendment, Consent and Waiver to Term Loan and Security Agreement


GUARANTORS :

CASH, GOLD & SILVER USA, INC. ( formerly known as Henry Birks & Sons U.S., Inc.)
MAYOR’S JEWELERS OF FLORIDA, INC.
JBM RETAIL COMPANY, INC. JBM VENTURE CO., INC. MAYOR’S JEWELERS INTELLECTUAL PROPERTY HOLDING COMPANY

By:	/s/ Michael Rabinovitch
	Name:	Michael Rabinovitch
	Title:	Senior VP & CFO

By:	/s/ Marco Pasteris
	Name:	Marco Pasteris
	Title:	Group VP, Finance & Treasurer

CASH, GOLD & SILVER INC. – OR ET ARGENT, COMPTANT INC.

By:	/s/ Michael Rabinovitch
	Name:	Michael Rabinovitch
	Title:	Vice President

By:	/s/ Marco Pasteris
	Name:	Marco Pasteris
	Title:	Vice President

Signature Page to Sixth Amendment, Consent and Waiver to Term Loan and Security Agreement


ADMINISTRATIVE AGENT :

GB MERCHANT PARTNERS, LLC

By:	/s/ Lawrence Klaff
	Name:	Lawrence Klaff
	Title:	Principal & Managing Director

Signature Page to Sixth Amendment, Consent and Waiver to Term Loan and Security Agreement


LENDERS :

1903 ONSHORE FUNDING, LLC

By:		GB Merchant Partners, LLC
		Its Investment Manager

By:		/s/ Lawrence Klaff
Name:		Lawrence Klaff
Title:		Principal & Managing Director

1903 OFFSHORE LOANS SPV LIMITED

By:		GB Merchant Partners, LLC
		Its Investment Manager

By:		/s/ Lawrence Klaff
Name:		Lawrence Klaff
Title:		Principal & Managing Director

Signature Page to Sixth Amendment, Consent and Waiver to Term Loan and Security Agreement

RATIFICATION OF GUARANTY

Without limiting the provisions of the foregoing Amendment and any agreement of any Guarantor made therein, each of the undersigned Guarantors hereby (a) acknowledges and consents to the foregoing Amendment and the Borrowers’ execution thereof; (b) ratifies and confirms all of their respective obligations and liabilities under the Loan Documents to which any of them is a party and ratifies and confirms that such obligations and liabilities extend to and continue in effect with respect to, and continue to guarantee and secure, as applicable, the Obligations of the Borrowers under the Loan Agreement; (c) joins the foregoing Amendment for the purpose of consenting to and being bound by the provisions of Section 5 and Section 7 thereof; and (d) acknowledges and confirms that the liens, hypothecs, pledges and security interests granted pursuant to the Loan Documents are and continue to be valid, perfected and enforceable first priority liens, hypothecs, pledges and security interests (subject only to Permitted Liens) that secure all of the Obligations on and after the date hereof.


GUARANTORS :

CASH, GOLD & SILVER USA, INC. ( formerly known as Henry Birks & Sons U.S., Inc.)
MAYOR’S JEWELERS OF FLORIDA, INC.
JBM RETAIL COMPANY, INC. JBM VENTURE CO., INC. MAYOR’S JEWELERS INTELLECTUAL PROPERTY HOLDING COMPANY

By:	/s/ Michael Rabinovitch
	Name:	Michael Rabinovitch
	Title:	Senior VP & CFO

By:	/s/ Marco Pasteris
	Name:	Marco Pasteris
	Title:	Group VP, Finance & Treasurer

CASH, GOLD & SILVER INC. – OR ET ARGENT, COMPTANT INC.

By:	/s/ Michael Rabinovitch
	Name:	Michael Rabinovitch
	Title:	Vice President

By:	/s/ Marco Pasteris
	Name:	Marco Pasteris
	Title:	Vice President

Guarantor Acknowledgment Page to Sixth Amendment, Consent and Waiver to Term Loan and Security Agreement

SCHEDULE A

Description of Investment

HK Holdco will establish one or more subsidiaries (as needed) registered in the Territory to conduct all of its proposed business activities in the Territory.

Schedule A to Sixth Amendment, Consent and Waiver to Term Loan and Security Agreement

SCHEDULE B

Birks Marks

The Canadian Borrower is in the process of filing or will file trademark or word mark applications in relation to the following trademarks in the Territory:

1. Birks

2. Birks & lion design

3. The Amorique Diamond

4. Caresse

Schedule B to Sixth Amendment, Consent and Waiver to Term Loan and Security Agreement

SCHEDULE C

Retail Locations


Store #	Store Name	Street Address	City	Zip
8372	Scarborough Town Centre	300 Borough Drive, Unit 280	Scarborough, ON	M1P 4P5

4121	PGA Commons	4510 PGA Blvd.	Palm Beach Gardens, FL	33418

4120	Treasure Coast Square	3478 NW Federal Highway	Jensen Beach, FL	34957

4129	Seminole Towne Center	141 Towne Center Circle, F-1	Sanford, FL	32771

4149	Bell Tower Shops	13499 S. Cleveland Ave., Suite #165	Ft. Myers, FL	33907

Schedule C to Sixth Amendment, Consent and Waiver to Term Loan and Security Agreement

EXHIBIT A

Seventh Revolver Amendment

[ See Attached ]

Exhibit A to Sixth Amendment, Consent and Waiver to Term Loan and Security Agreement

Exhibit 4.43

AMENDED AND RESTATED MANAGEMENT CONSULTING SERVICES AGREEMENT

AMENDED AND RESTATED MANAGEMENT CONSULTING SERVICES AGREEMENT (this “Agreement”) has been entered into in the City of Montreal, Province of Quebec, as of June 8, 2011 (the “ Effective Date ”)


BY AND BETWEEN:		Birks & Mayors Inc., a company incorporated under the laws of Canada and having its head office at 1240 Phillips Square, Montreal, Quebec, Canada (hereinafter referred to as “Birks & Mayors”)

AND:		Montrovest B.V., a company incorporated under the laws of Netherlands and having its head office at Spoorsingel 11, 2871 TT Schoonhoven, P.O. Box 513, 2870 Schoonhoven, The Netherlands (hereinafter referred to as “Montrovest”)

WHEREAS Birks & Mayors and Montrovest (formerly Iniziativa S.A.) entered into a Management Consulting Services Agreement as of April 1, 2006 (as amended, extended, supplemented and otherwise modified from time to time, the “Existing Management Consulting Services Agreement”) from time to time, pursuant to which Montrovest provided advisory, management and corporate services to Birks & Mayors in accordance with the terms and conditions contained therein;

WHEREAS the parties wish to amend and restate the Existing Management Consulting Services Agreement on terms and conditions set forth herein;

NOW THEREFORE , in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree that from and after the Effective Date, the Existing Management Consulting Services Agreement is amended and restated in its entirety as follows:

ARTICLE ONE

INTERPRETATION

1.1.

Definitions. For the purposes hereof, the following words and phrases shall have the following meanings, respectively, unless otherwise specified by the context:

(a)

“ Services” shall have the meaning ascribed thereto at Section 2.1;

(b)

“Agreement” shall mean this Amended and Restated Management Consulting Services Agreement and all instruments supplemental hereto or any amendment or confirmation hereof; “herein”, “hereof”, “hereto” and “hereunder” and similar expressions mean and refer to this Agreement and not to any particular Article, Section, Subsection or other subdivision;

(c)

“Event of Default” shall have the meaning ascribed thereto at Section 4.2;

(d)

“Parties” shall mean Birks & Mayors and Montrovest and “Party” shall mean any one of them;

(e)

“Revolving Credit Agreement” means the Second Amended and Restated Revolving Credit and Security Agreement dated as of June 8, 2011 (as amended, amended and restated, supplemented, refinanced, replaced or otherwise modified and in effect from time to time), with, inter alia , the Borrower and Mayor’s Jewelers, Inc., as borrowers, with the “Lenders” identified therein, the “Agents” identified therein and Bank of America, N.A. and Wells Fargo Bank, National Association, as “Co-Collateral Agents”; and

(f)

“Term Loan Agreement” means the Amended and Restated Term Loan and Security Agreement dated as of June 8, 2011 (as amended, amended and restated, supplemented, refinanced, replaced or otherwise modified and in effect from time to time), with, inter alia , the Borrower and Mayor’s Jewelers, Inc., as borrowers, the “Lenders” identified therein, the “Administrative Agent” identified therein and GB Merchant Partners, LLC and Wells Fargo Credit, Inc., as “Co-Collateral Agents”.

1.2

Gender. Any reference in this Agreement to any gender shall include all genders and words used herein importing the singular number only shall include the plural and vice versa.

1.3

Headings. The division of this Agreement into Articles, Sections, Subsections and other subdivisions and the insertion of headings are for convenience or reference only and shall not affect or be utilized in the construction or interpretation hereof.

1.4

Severability. Any Article, Section, Subsection or other subdivision of this Agreement or any other provision of this Agreement which is, or becomes, illegal, invalid or unenforceable shall be severed herefrom and shall be ineffective to the extent of such illegality, invalidity or unenforceability and shall not affect or impair the remaining provisions hereof, which provisions shall be severed from any illegal, invalid or unenforceable Article, Section, Subsection or other subdivision of this Agreement or any other provisions of this Agreement.

1.5

Entire Agreement. This Agreement, together with any documents to be delivered pursuant hereto or thereto, constitute the entire agreement between the Parties pertaining to the subject matter hereof and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties.

1.6

Waiver. No waiver of any of the provisions of this Agreement shall be deemed to constitute a waiver of any other provisions (whether similar or not) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided in writing and duly executed by the Party to be bound thereby.

1.7

Governing Law. This Agreement shall be governed, interpreted and construed in accordance with the laws of Canada applicable therein.

1.8

Language. The parties have required that this Agreement and all documents or notices relating thereto be in the English language. Les parties aux présentes ont demandé que la présente convention soit rédigée en anglais.

1.9

Accounting Principles. Accounting terms not otherwise defined have the meanings ascribed thereto under the U.S. Generally Accepted Accounting Principles (GAAP).

1.10

Currency. Unless otherwise indicated, all dollar amounts in this Agreement are expressed in U.S. Dollars.

1.11

Independent Contractor. Nothing contained in this Agreement shall be construed as creating any relationship between the Parties other than that of independent contractors. Montrovest shall not represent to third parties being authorized or entitled to execute or agree on behalf of Birks & Mayors or bind Birks & Mayors to any agreement or document of any kind whatsoever.

ARTICLE TWO

SERVICES

2.1

Services. Montrovest agrees to provide to Birks & Mayors the services related to the raising of capital for Birks & Mayors and its affiliates and for international expansion projects that Birks & Mayors and its affiliates may pursue, including without limitation expansion into China and such other services relating to the merchandising and/or marketing of Birks & Mayors’ products as Birks & Mayors may request (collectively, the “Services”). The Services will be reviewed between the parties at least sixty (60) days prior to any renewal term. The renewal is subject to the review and approval of Birks & Mayors’ Corporate Governance Committee and Board of Directors.

Montrovest will provide quarterly updates on its Services to Birks & Mayors’ Corporate Governance Committee.

2.2

Representations and Warranties. Montrovest hereby represents and warrants to Birks & Mayors as follows and acknowledges that Birks & Mayors is relying upon such representations and warranties in connection with this Agreement:

(a)

the personnel of Montrovest will have the required skills and capacity to provide the Services in accordance with this Agreement;

(b)

Montrovest knows of no facts or circumstances, which would prevent it from providing personnel to Birks & Mayors hereunder; and

(c)

Montrovest represents that the amounts to be invoiced to Birks & Mayors shall be reasonable in all circumstances, having regard to the nature of the services to be rendered, the qualifications of the person providing such services and generally prevailing market conditions.

2.3

Standard of Performance. The personnel of Montrovest will perform the Services in accordance with this Agreement in a professional and prudent manner, using sound and proven principles and procedures.

2.4

Notification. Each Party shall forthwith notify the other Party of any circumstances or facts that materially and adversely affect or could reasonably be expected to materially and adversely affect such Party’s performance of its obligations hereunder.

ARTICLE THREE

FEES

3.1

Retainer Fee. Birks & Mayors shall, in consideration of Montrovest agreeing to provide the Services to Birks & Mayors and for any out-of-pocket disbursements related to providing the Services, pay to Montrovest a total annual retainer fee of €140,000 (EUROS) (the “Retainer Fee”). Payments to Montrovest will be pro-rated monthly and an amount of €11,666.67 (EUROS) will be paid by Birks & Mayors on the 10 ^th day of the following calendar month.

For purposes of clarity, no other fee will be due to Montrovest by Birks & Mayors or any of its subsidiaries, including without limitation the success fee referred to in the Management Subordination Agreement made as of December 17, 2008 and which was amended and restated as of June 8, 2011.

In the event that the Retainer Fee becomes subject to a value-added tax, Birks & Mayors agrees to consider such issue upon request by Montrovest.

In the event that Birks & Mayors retains the services of third parties to provide certain services, Birks & Mayors agrees to pay the fees and expenses of such party directly.

In the event that Montrovest requests an adjustment to the Retainer Fee in light of the Services provided hereunder, such request will be reviewed and considered by Birks & Mayors on an annual basis and Birks & Mayors will submit such request to its Corporate Governance Committee for consideration.

3.2

Invoices. Montrovest will provide to Birks & Mayors an invoice satisfactory to support the amounts payable pursuant to Sections 3.1.

3.3

Credit Agreements. If a default or an event of default exists under the Revolving Credit Agreement and/or Term Loan Agreement, the fees set forth in Section 3.1 will accrue and Birks & Mayors shall not be obligated to pay such fees until such default has been cured.

ARTICLE FOUR

TERM; REMEDIES

4.1

Term. This Agreement will become effective on the Effective Date and will remain in effect until June 8, 2012. Thereafter, this Agreement will be extended automatically for additional successive terms of 1 year, unless either party gives notice to the other party of its intent not to renew 60 days prior to the end of the term.

The parties understand that the Services hereunder are intended to be provided over a period of multiple years. However, Montrovest understands and acknowledges that the renewal of this Agreement on a yearly basis is subject to the review and approval of the Corporate Governance Committee and Board of Directors of Birks & Mayors.

4.2

Event of Default. An “Event of Default” will mean any of the following:

(a)

The failure by any Party to perform or fulfill any obligation pursuant to the Agreement; and

(b)

The bankruptcy of any Party or the making by such Party of an assignment for the benefit of

creditors, or the appointment of a trustee or receiver and manager or liquidator to such Party for all or a substantial part of its property, or the commencement of bankruptcy, reorganization, arrangement, insolvency or similar proceedings by or against such Party under the laws of any jurisdiction, except where such proceedings are defended in good faith by such Party.

4.3

Remedies. If any Event of Default shall have occurred to any Party, then the other Party may immediately terminate this Agreement and exercise the remedies permitted by the law.

4.4

Default Interest. If any Party fails to pay as and when due and payable any amount hereunder which is not in dispute, then such Party shall pay interest on such amount from the due date up to and including the date when such amount and all interest thereon is paid in full at the rate per annum equal to (i) the rate of interest commonly known and referred to as the 3 month Euribor rate as available at www.euribor-rates.eu plus (ii) one percent (1%). Such interest shall he payable on demand.

ARTICLE FIVE

GENERAL

5.1

Notices. Any notice, consent, approval, direction or other instrument required or permitted to be given hereunder shall be in writing and given by delivery or sent by telex, telecopier or similar telecommunication device and addressed:

(a)

in the case of Birks & Mayors to:

Birks & Mayors Inc.

1240 Phillips Square

Montreal, Quebec, Canada H3B 3H4

Fax: (514) 397-2537

Attention: Group Vice President, Legal Affairs

(b)

in the case of Montrovest to:

Montrovest B.V.

Spoorsingel 11

2871 TT Schoonhoven

P.O. Box 513, 2870 AH Schoonhoven

THE NETHERLANDS

Fax: (31) 182-387570

Attention: Managing Director

Any notice, consent, approval, direction or other instrument given as aforesaid shall be deemed to have been effectively given and received, if sent by telex, telecopier or similar telecommunications device on the next business day following such transmission or, if delivered, to have been given and received on the date of such delivery. Any Party may change its address for service by written

notice given as aforesaid.

5.2

Transitional Arrangements. This Agreement amends and restates, supersedes and replaces in its entirety the Existing Management Consulting Services Agreement and all amendments, supplements, side letters and arrangements and any other modifications thereof.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date and at the place first above mentioned.


MONTROVEST B.V.

By:	/s/ Antonie De Ruiter
	Name:	Antonie De Ruiter
	Title:	Managing Director

By:	/s/ Carlo Coda-Nunziante
	Name:	Carlo Coda-Nunziante
	Title:	Managing Director

BIRKS & MAYORS INC.

By:	/s/ Michael Rabinovitch
	Name:	Michael Rabinovitch
	Title:	Senior VP and CFO

Exhibit 4.65

AMENDED AND RESTATED CASH ADVANCE AGREEMENT

AMENDED AND RESTATED CASH ADVANCE AGREEMENT (this “ Agreement ”) with effect as of June 8, 2011.

BETWEEN:

MONTROVEST B.V. , a legal person incorporated under the laws of Netherlands;

(the “ Lender ”)

AND:

BIRKS & MAYORS INC., a legal person incorporated under the laws of Canada;

(the “ Borrower ”)

WHEREAS, the Lender and the Borrower are parties to a Cash Advance Agreement with an effective date of February 10, 2009 (the “ Existing Cash Advance Agreement ”) pursuant to which the Lender advanced US$2,000,000 to the Borrower upon the terms and conditions contained therein; and

WHEREAS , the parties wish to amend and restate the Existing Cash Advance Agreement, all on the terms and conditions set forth herein;

NOW THEREFORE , in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree that from and after the date hereof (the “ Effective Date ”), the Existing Cash Advance Agreement is amended and restated in its entirety as follows:

DEFINITIONS

In this Agreement, capitalized terms not otherwise defined herein, shall have the following meaning:

“ Management Subordination Agreement ” means the amended and restated management subordination agreement dated as of June 8, 2011 (as amended, amended and restated, supplemented, refinanced, replaced or otherwise modified and in effect from time to time), with, inter alia , the Borrower, the Lender, and each Senior Agent.

“ Postponement and Subordination Agreement ” means the amended and restated postponement and subordination agreement dated as of June 8, 2011 (as amended, amended and restated, supplemented, refinanced, replaced or otherwise modified and in effect from time to time), with, inter alia , the Borrower, the Lender, and each Senior Agent.

“ Revolving Credit Agreement ” means the Second Amended and Restated Credit and Security Agreement dated as of June 8, 2011 (as amended, amended and restated, supplemented, refinanced, replaced or otherwise modified and in effect from time to time), with, inter alia , the Borrower and Mayor’s Jewelers, Inc., as borrowers, and Bank of America, N.A., as administrative agent and collateral agent, Bank of America, N.A., as Canadian administrative agent and Canadian collateral agent and the financial institutions party thereto from time to time as secured parties.

“ Senior Agents ” means, collectively, Bank of America, N.A., in its capacity as administrative agent, collateral agent, Canadian administrative agent and Canadian collateral agent, and GB Merchant Partners, LLC, in its capacity as administrative agent.

“ Senior Credit Agreements ” means, collectively, the Revolving Credit Agreement and the Term Loan Agreement, each as amended, amended and restated, supplemented, refinanced, replaced or otherwise modified and in effect from time to time.

“ Senior Secured Parties ” means, collectively, the secured parties under the Revolving Credit Agreement and the secured parties under the Term Loan Agreement.

“ Term Loan Agreement ” means the Amended and Restated Term Loan and Security Agreement dated as of June 8, 2011 (as amended, amended and restated, supplemented, refinanced, replaced or otherwise modified and in effect from time to time), with, inter alia , the Borrower and Mayor’s Jewelers, Inc., as borrowers, GB Merchant Partners, LLC, as administrative agent and collateral agent, and the financial institutions party thereto from time to time as secured parties.

ARTICLE 1

CASH ADVANCE

1.1

The Facility

Subject to the provisions hereof, the Lender has made available to the Borrower a cash advance in an amount of two million US dollars (US $2,000,000) (the “ Cash Advance ”) that the Lender is prepared to invest by converting the Cash Advance into equity, at its sole discretion, upon terms and conditions to be mutually agreed upon by the parties hereto.

1.2

Purpose of the Cash Advance

The Cash Advance advanced by the Lender to the Borrower in accordance with the provisions hereof shall be used for working capital needs.

1.3

Interest

The principal amount of the Cash Advance which, at any time and from time to time, remains outstanding shall bear interest, calculated daily, on the daily balance of such

- 2 -

Cash Advance, from the date hereof up to and including the day preceding the date of repayment, in full, at an annual rate of 11%, net of withholding taxes.

1.4

Payment of Interest

The interest payable in accordance with Section 1.3 and calculated in the manner described therein shall be payable to the Lender monthly in arrears on the 1st business day of each calendar month to the extent permitted under Section 5.6.

ARTICLE 2

REPAYMENT

2.1

Repayment of the Cash Advance

Subject to the terms of Section 5.6 and each of the Senior Credit Agreements, the Borrower may repay the Cash Advance, in whole or in part, at any time and without any premium or penalty, upon notice of not less than seven (7) days.

2.2

Fees

2.2.1

The Borrower shall pay to the Lender an amendment fee of 1.5% of the Cash Advance within ten (10) days of the Effective Date.

2.2.2

No other commitment fee or any other fee with regard to the availability of the Cash Advance shall be payable by the Borrower in respect of the Cash Advance.

2.3

No Compensation or Counterclaim by Borrower

All payments by the Borrower to the Lender hereunder shall be made free and clear of and without any deduction for or on account of any compensation or counterclaim.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

The Borrower hereby represents and warrants to the Lender that:

3.1

Incorporation

The Borrower is a corporation duly incorporated and organized, validly existing and in good standing under all laws, ordinances, decrees, orders, rules, regulations and directives of governmental bodies, in each case having the force of law, and all applicable provisions of treaties, as well as all ordinances and other decrees of tribunals and arbitrators (the “ Laws ”) of its jurisdiction of incorporation and of all jurisdictions in which it carries on business. The Borrower has the capacity and power, whether corporate or otherwise, to hold its assets and carry on the business presently carried on by it or which it proposes to carry on hereafter in each jurisdiction where such business is carried on.

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3.2

Authorization

The Borrower has the power and has taken all necessary steps under the Law in order to be authorized to borrow hereunder and to execute and deliver and perform its obligations under this Agreement in accordance with the terms and conditions hereof has been duly executed and delivered by duly authorized officers of the Borrower and is, and when executed and delivered in accordance with the terms thereof, shall be, a legal, valid and binding obligation of the Borrower enforceable in accordance with its terms.

3.3

Compliance of this Agreement

The execution and delivery of and performance of the obligations under this Agreement in accordance with its terms therein, do not require any consents or approvals, do not violate any Laws, do not conflict with, violate or constitute a breach under the constating documents or by-laws of the Borrower or under any material agreements, contracts or deeds to which the Borrower is a party or binding upon it or its assets which have not been obtained.

3.4

Regulatory Approvals

The Borrower is not required to obtain any consent, approval, authorization, permit or license, nor to effect any filing or registration with any federal, provincial or other regulatory authority in connection with the execution, delivery or performance of this Agreement which has not been obtained.

ARTICLE 4

INDEMNITY

4.1

Indemnity

The Borrower shall at all times protect, indemnify and hold harmless the Lender and its affiliates, directors, officers, agents and employees (collectively, the “ Indemnified Parties ”) from and against any losses, claims, damages, liabilities or other expenses which arise out of or in connection with the Cash Advance or this Agreement, including those which may arise from or in respect of the failure of the Borrower to pay principal, interest, fees or any other amount hereunder when due, the exercise by the Lender of its rights and recourses under this Agreement and at Law and any action, suit or proceeding (whether or not any Indemnified Party is a party or is subject thereto).

ARTICLE 5

MISCELLANEOUS

5.1

Notice

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electronic communication and confirmed through receipt of electronic or other written confirmation that the notice has been received by the other party.

Notice to the Borrower shall be given to:

c/o Birks & Mayors Inc.

1240 Phillips Square

Montreal, Quebec, Canada M3B 3H4

Attention: Group VP, Finance and Group VP, Legal Affairs

Telephone: (514) 397-2572; (514) 397-2509

Telecopier: (514) 397-2472; (514) 397-2537

Notice to the Lender shall be given to:

Montrovest B.V.

Spoorsingel 11

2871 TT Schoonhoven

P.O. Box 513, 2870 AH Schoonhoven

THE NETHERLANDS

Attention: Managing Director

Telephone: (31) 182-386070

Telecopier: (31) 182-387570

or to such other individuals as either party may designate in writing from time to time. If received after 4:00 p.m. on a business day, notice shall be deemed to have been received on the next business day. Any notice sent by registered mail shall be deemed to be received within three (3) business days.

5.2

Payments

All payments to the Lender contemplated hereunder shall, unless the Borrower receives written instructions to the contrary from the Lender, be made at the address for the Lender set forth in Section 5.1.

5.3

Amendment and Waiver

The rights and recourses of the Lender under this Agreement are cumulative and do not exclude any other rights and recourses which the Lender might have, and no omission or delay on the part of the Lender in the exercise of any right shall have the effect of operating as a waiver of such right, and the partial or sole exercise of a right or power will not prevent the Lender from exercising thereafter any other right or power.

5.4

Benefit of Agreement

This Agreement shall be binding upon and enure to the benefit of each party hereto and its successors and permitted assigns. This Agreement may be assigned by the Lender

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without the Borrower’s consent, provided that the assignee thereof agrees to be bound by the terms of Section 5.6 pursuant to documentation satisfactory to each Senior Agent. The Borrower may not assign this Agreement without the prior written consent of the Lender.

5.5

Further Assurances

The Borrower covenants and agrees that, at the request of the Lender, the Borrower will at any time and from time to time execute and deliver such further and other documents and instruments and do all acts and things as the Lender in its absolute discretion requires in order to evidence the indebtedness of the Borrower under this Agreement or otherwise.

5.6

Subordination

Notwithstanding anything to the contrary contained herein or in any other document executed and delivered in connection with this Agreement but subject at all times to the Postponement and Subordination Agreement, each of the parties hereto acknowledges, agrees and covenants that all of the Borrower’s indebtedness and other obligations hereunder and under any other documents or instruments executed and delivered in connection herewith or pursuant to the terms hereof or thereof (the “ Borrower Obligations ”) shall at all times remain inferior and junior and shall be subordinated in full to all present and future indebtedness, liabilities and obligations of the Borrower to the Senior Agents and the Senior Secured Parties under the Senior Credit Agreements and any other documents creating or evidencing the hypothecs or other security granted or to be granted to the Senior Agents and the Senior Secured Parties as security for the obligations under the Senior Credit Agreements and any other agreement, document or instrument ancillary or accessory thereto, as amended, supplemented or replaced from time to time, in capital, interest, fees and accessories including interest on overdue interest, fees and accessories (the “ Senior Indebtedness ”) and that payment of the Borrower Obligations, in whole or in part, whether in principal, interest, fees, accessories or otherwise, whether at maturity, before maturity or upon default, shall be postponed to the indefeasible payment of the Senior Indebtedness in full in cash unless otherwise allowed by the Postponement and Subordination Agreement or the written authorization of the Senior Agents . In addition, the Borrower Obligations shall at all times remain unsecured. This provision is intended for the benefit of, and each of the Senior Agents are third party beneficiaries of this provision, and may be enforced by, each of the Senior Agents and Senior Secured Parties, as third parties beneficiaries of this provision. This Agreement may not be amended, waived or otherwise modified without the prior written consent of each Senior Agent.

5.7

Currency

Unless the contrary is indicated, all amounts referred to herein are expressed in US dollars.

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5.8

Applicable Law

This Agreement, its interpretation and its application shall be governed by the Laws of the Province of Québec. The parties hereto irrevocably attorn to the jurisdiction of the Courts of the Province of Québec sitting in Montreal.

5.9

Language

The parties acknowledge that they have required that the present agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto be drawn up in English. Les parties reconnaissent avoir exigé la rédaction en anglais de la présente convention ainsi que de tous documents exécutés, avis donnés et procédures judiciaires intentées, directement ou indirectement, relativement ou à la suite de la présente convention .

5.10

Entire Agreement

This Agreement together with all documents to be delivered in conjunction herewith constitutes the entire agreement by and among the parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties.

5.11

Counterparts

This Agreement may be executed in counterparts, each of which taken together shall constitute one instrument. This Agreement may be executed and delivered by facsimile or electronic communication, and it shall have the same force and effect as manually signed originals. Any party hereto may require confirmation by a manually-signed original, but failure to request or deliver same shall not limit the effectiveness of any such facsimile signature or signature received by electronic communication.

[Signature page follows]

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IN WITNESS WHEREOF , the parties hereto have signed this agreement as of the date first hereinabove mentioned.


MONTROVEST B.V.

By:		/s/ Antonie De Ruiter
		Name: Antonie De Ruiter
		Title: Managing Director

By:		/s/ Carlo Coda-Nunziante
		Name: Carlo Coda-Nunziante
		Title: Managing Director

BIRKS & MAYORS INC.

By:		/s/ Michael Rabinovitch
		Name: Michael Rabinovitch
		Title: Senior VP and CFO

By:		/s/ Marco Pasteris
		Name: Marco Pasteris
		Title: Group VP, Finance and Treasurer

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Exhibit 4.66

AMENDED AND RESTATED CASH ADVANCE AGREEMENT

AMENDED AND RESTATED CASH ADVANCE AGREEMENT (this “ Agreement ”) with effect as of June 8, 2011.


BETWEEN:		MONTROVEST B.V., a legal person incorporated under the laws of Netherlands;

		(the “ Lender ”)

AND:		BIRKS & MAYORS INC., a legal person incorporated under the laws of Canada;

		(the “ Borrower ”)

WHEREAS the Lender and the Borrower entered into an Amended and Restated Cash Advance Agreement with an effective date of June 8, 2011 pursuant to which the Lender advanced US$2 million to the Borrower upon the terms and conditions contained herein(the “ Initial Cash Advance Agreemen t”);

WHEREAS, the Lender and the Borrower are parties to a Cash Advance Agreement with an effective date of May 21, 2009 (the “ Existing Cash Advance Agreement ”) pursuant to which the Lender advanced US$3,000,100 to the Borrower upon the terms and conditions contained therein; and

WHEREAS , the parties wish to amend and restate the Existing Cash Advance Agreement, all on the terms and conditions set forth herein;

NOW THEREFORE , in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree that from and after the date hereof (the “ Effective Date ”), the Existing Cash Advance Agreement is amended and restated in its entirety as follows:

DEFINITIONS

In this Agreement, capitalized terms not otherwise defined herein, shall have the following meaning:

“ Senior Secured Parties ” means, collectively, the secured parties under the Revolving Credit Agreement and the secured parties under the Term Loan Agreement.

ARTICLE 1

SECOND CASH ADVANCE

1.1

The Facility

Subject to the provisions hereof, the Lender has made available to the Borrower a second cash advance in an amount of three million one hundred United States dollars (US $3,000,100) (the “ Second Cash Advance ”). The Second Cash Advance, together with the US$2 million advanced on or about February 13, 2009 pursuant to the Initial Cash Advance Agreement (collectively, the “ Cash Advances ”), will amount to a total of five million one hundred United States dollars (US$5,000,100) of cash advances that the Lender is prepared to invest by converting the Cash Advances into equity, at its sole discretion, upon terms and conditions to be mutually agreed upon by the parties hereto.

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1.2

Purpose of the Cash Advance

The Second Cash Advance advanced by the Lender to the Borrower in accordance with the provisions hereof shall be used for working capital needs.

1.3

Interest

The principal amount of the Second Cash Advance which, at any time and from time to time, remains outstanding shall bear interest, calculated daily, on the daily balance of such Second Cash Advance, from the date hereof up to and including the day preceding the date of repayment, in full, at an annual rate of 11% net of withholding taxes.

1.4

Payment of Interest

ARTICLE 2

REPAYMENT

2.1

Repayment of the Cash Advance

Subject to the terms of Section 5.6 and each of the Senior Credit Agreements, the Borrower may repay the Second Cash Advance, in whole or in part, at any time and without any premium or penalty, upon notice of not less than seven (7) days.

2.2

Fees

2.2.1

The Borrower shall pay to the Lender an amendment fee of 1.5% of the Second Cash Advance within ten (10) days of the Effective Date.

2.2.2

No other commitment fee or any other fee with regard to the availability of the Second Cash Advance shall be payable by the Borrower in respect of the Second Cash Advance.

2.3

No Compensation or Counterclaim by Borrower

All payments by the Borrower to the Lender hereunder shall be made free and clear of and without any deduction for or on account of any compensation or counterclaim.

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ARTICLE 3

REPRESENTATIONS AND WARRANTIES

The Borrower hereby represents and warrants to the Lender that:

3.1

Incorporation

3.2

Authorization

3.3

Compliance of this Agreement

3.4

Regulatory Approvals

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ARTICLE 4

INDEMNITY

4.1

Indemnity

The Borrower shall at all times protect, indemnify and hold harmless the Lender and its affiliates, directors, officers, agents and employees (collectively, the “ Indemnified Parties ”) from and against any losses, claims, damages, liabilities or other expenses which arise out of or in connection with the Second Cash Advance or this Agreement, including those which may arise from or in respect of the failure of the Borrower to pay principal, interest, fees or any other amount hereunder when due, the exercise by the Lender of its rights and recourses under this Agreement and at Law and any action, suit or proceeding (whether or not any Indemnified Party is a party or is subject thereto).

ARTICLE 5

MISCELLANEOUS

5.1

Notice

Any notice or other communication required or permitted to be given by the terms of this Agreement, shall be in writing and be effectively given if delivered personally, sent by courier service, sent by registered mail, or sent by facsimile, or other means of electronic communication and confirmed through receipt of electronic or other written confirmation that the notice has been received by the other party.

Notice to the Borrower shall be given to:

c/o Birks & Mayors Inc.

1240 Phillips Square

Montreal, Quebec, Canada M3B 3H4

Attention: Group VP, Finance and Group VP, Legal Affairs

Telephone: (514) 397-2572; (514) 397-2509

Telecopier: (514) 397-2472; (514) 397-2537

Notice to the Lender shall be given to:

Montrovest B.V.

Spoorsingel 11

2871 TT Schoonhoven

P.O. Box 513, 2870 AH Schoonhoven

THE NETHERLANDS

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Attention: Managing Director

Telephone: (31) 182-386070

Telecopier: (31) 182-387570

5.2

Payments

5.3

Amendment and Waiver

5.4

Benefit of Agreement

This Agreement shall be binding upon and enure to the benefit of each party hereto and its successors and permitted assigns. This Agreement may be assigned by the Lender without the Borrower’s consent, provided that the assignee thereof agrees to be bound by the terms of Section 5.6 pursuant to documentation satisfactory to each Senior Agent. The Borrower may not assign this Agreement without the prior written consent of the Lender.

5.5

Further Assurances

5.6

Subordination

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Obligations ”) shall at all times remain inferior and junior and shall be subordinated in full to all present and future indebtedness, liabilities and obligations of the Borrower to the Senior Agents and the Senior Secured Parties under the Senior Credit Agreements and any other documents creating or evidencing the hypothecs or other security granted or to be granted to the Senior Agents and the Senior Secured Parties as security for the obligations under the Senior Credit Agreements and any other agreement, document or instrument ancillary or accessory thereto, as amended, supplemented or replaced from time to time, in capital, interest, fees and accessories including interest on overdue interest, fees and accessories (the “ Senior Indebtedness ”) and that payment of the Borrower Obligations, in whole or in part, whether in principal, interest, fees, accessories or otherwise, whether at maturity, before maturity or upon default, shall be postponed to the indefeasible payment of the Senior Indebtedness in full in cash unless otherwise allowed by the Postponement and Subordination Agreement or the written authorization of the Senior Agents. In addition, the Borrower Obligations shall at all times remain unsecured. This provision is intended for the benefit of, and each of the Senior Agents are third party beneficiaries of this provision, and may be enforced by, each of the Senior Agents and Senior Secured Parties, as third parties beneficiaries of this provision. This Agreement may not be amended, waived or otherwise modified without the prior written consent of each Senior Agent.

5.7

Currency

Unless the contrary is indicated, all amounts referred to herein are expressed in US dollars.

5.8

Applicable Law

5.9

Language

5.10

Entire Agreement

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5.11

Counterparts

[Signature page follows]

- 8 -

IN WITNESS WHEREOF , the parties hereto have signed this agreement as of the date first hereinabove mentioned.


MONTROVEST B.V.

By:		/s/ Antonie De Ruiter
		Name: Antonie De Ruiter
		Title: Managing Director

By:		/s/ Carlo Coda-Nunziante
		Name: Carlo Coda-Nunziante
		Title: Managing Director

BIRKS & MAYORS INC.

By:		/s/ Michael Rabinovitch
		Name: Michael Rabinovitch
		Title: Senior VP and CFO

By:		/s/ Marco Pasteris
		Name: Marco Pasteris
		Title: Group VP, Finance and Treasurer

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Exhibit 4.68

EMPLOYMENT AGREEMENT

This Agreement is made as of February 22, 2011 by and between Deborah Nicodemus (the “Executive”) and Birks & Mayors Inc., a corporation incorporated under the laws of Canada (the “Company”).

WHEREAS , the Executive declares not being prevented from working as such in Canada and the United States;

NOW, THEREFORE , in consideration of the foregoing and of the respective covenants and agreements, the parties agree as follows:

1. Position, Responsibilities and Term of Agreement

1.1 Employment and Duties . Subject to the terms and conditions of this Agreement, the Company employs the Executive to serve on the Senior Management Team as the Executive Vice President, Chief Merchandising and Marketing Officer reporting to the President and Chief Executive Officer and the Executive accepts such employment and agrees to perform in a diligent, careful and proper manner such reasonable responsibilities and duties commensurate with such position as may be assigned to the Executive. The title and responsibilities and duties may be changed from time to time so long as the Executive continues to be a member of the Senior Management team and are consistent with her skills and experience. The Executive agrees to devote substantially all business time and efforts to and give undivided loyalty to the Company.

1.2 Place of work : The Executive shall be based in Montreal, Quebec, Canada, provide her services to the Company primarily in Canada and with the need to travel extensively to the United States as needed and/or directed by the President and Chief Executive Officer and any other traveling needs required by the position.

1.3 Effective Date : Subject to the provisions of this Agreement, the Executive’s employment will begin on May 2, 2011 and this Agreement shall be effective as of May 2, 2011 (the “Effective Date”) and shall continue unless otherwise terminated as provided for in this Agreement (the “Term”).

2. Compensation

2.1 Base Salary . As of the Effective Date and during the Term of this Agreement, the Company shall pay the Executive an annual gross base salary of $500,000 (“Base Salary”) less all applicable deductions, taxes, and withholdings, payable in the manner dictated by the Company’s standard payroll policies. In the event that during the Term of this Agreement additional responsibilities related to retail and/or manufacturing operations are added to the Executive’s merchandising and marketing responsibilities, the Base salary will remain unchanged.

2.2 Incentive Compensation .

“Fiscal Year” in this Agreement shall mean such period of approximately 12 months defined as such from time to time by the Company’s Board of Directors. In the event of any change in the definition “Fiscal Year” it should not adversely affect any bonus payment or other compensation based or calculated on the Fiscal Year. The Executive shall be considered for annual base salary increases as consistent with other members of the Senior Management team determined at the Company’s discretion based upon the Executive’s performance and the Company’s performance.

a) Annual Cash Bonus . For each Fiscal Year of the Company through which the Executive remains an active employee of the Company, the Executive will have the opportunity to earn a bonus, when available, based on achievement of a targeted level of performance, as reflected in an annual bonus letter, if applicable, and based on performance criteria set by the Company. The target bonus would be 50 % of the Base Salary. The Executive will need to be an active employee continuously from the Effective Date through the date of the payment of the bonus in order to receive the payment. On an ongoing basis, the minimum bonus pay out, if any, for any Fiscal Year is $0 and the maximum bonus pay out for any Fiscal Year is the maximum allowed under the then current Management Bonus Plan. Notwithstanding the foregoing, for the Fiscal Year ending March 31, 2012, the Executive will receive a minimum guaranteed bonus of $100,000 to be paid no later than June 30, 2012, subject to the Executive remaining an active employee of the Company.

2.3 Participation in Benefit Plans and Associate Discount Policy . If acceptable by the Company’s group insurers, the Company will provide the Executive with the group insurance coverages, currently including life, dental, medical insurance benefits and short-term and long-term disability benefits, the cost of which shall be borne by the Company according to the prevailing policies applicable to other Senior Management members. The effective date of the coverage is the first day of employment. In addition, the Executive will be entitled to participate in the Company’s Discount Policy. The Company may, at its discretion, modify said policies from time to time. Nothing paid to the Executive under any plan, policies or arrangement presently in effect or made available in the future shall be deemed to be in lieu of other compensation to the Executive hereunder as described in this Section 2.

2.4 Vacation Days . The Executive shall be entitled to twenty (20) days of vacation for each calendar year consistent with the Company’s vacation policy for Senior Management officers. The vacation days are earned for a given calendar year during that same calendar year; as a result, for any portion of a calendar year worked, the vacation shall be prorated on the basis of the number of days worked during the calendar year. Unused vacation days may not be carried over from year to year, unless otherwise approved by the President and Chief Executive Officer.

2.5 Expenses . During the term of employment hereunder, the Executive shall be entitled, without duplication, to receive reimbursement for all reasonable and approved business expenses incurred by the Executive in accordance with the policies

and procedures established by the Company. In addition but without duplication, the Executive shall receive the following gross all-inclusive allowance:

a) Car Allowance: The Executive shall be entitled to a car allowance all-inclusive lump sum amount equal to $1,000 per month in accordance with the car allowance policy applicable to other members of Senior Management as may be amended from time to time. The Company will also pay for parking on a monthly basis. Any other automobile costs or expenses including, without limitation, maintenance, insurance, repairs, lease or financing costs, and mileage, are the sole responsibility of the Executive.

b) Relocation Allowance: The Executive will be provided with the following relocation allowances in relation to her relocation to Montreal : (i) reasonable and pre-approved expenses for temporary housing for the first three (3) months of her employment in accordance with the Company’s travel policy; (ii) a maximum of $10,000 following receipt of invoices and proof of payment for the purchase of miscellaneous home-related items such as curtains and rugs; and (iii) the Company will select a moving company, based upon submitted proposals, for handling the relocation of all household goods and the Company will pay the moving company directly, up to a maximum of $15,000, following receipt of invoices.

2.6 Annual Retirement Benefit : The Company will pay the Executive an annual retirement benefit of $25,000 payable on a quarterly basis.

2.7 Stock Option : The Executive will be granted an option to purchase up to 25,000 Class A voting shares of the Company with a three (3) year vesting period upon terms and conditions to be determined by the Company’s Compensation Committee and Board.

It is understood that to the extent these provisions in this Section 2 generate a taxable benefit for income tax purposes, these taxes will be the sole responsibility of the Executive and the Company reserves the right to withhold the taxes as applicable.

3. Termination

3.1 Certain Definitions . For purposes of this Agreement, the following terms have the meanings indicated:

a) “Cause” shall mean: (i) the willful and continued failure by the Executive to substantially perform the Executive’s duties for the Company (other than any such failure resulting from the Executive’s incapacity due to physical or mental illness, or any such actual or anticipated failure after the Executive announces her intention to resign for Good Reason), (ii) the willful engaging by the Executive in misconduct which is financially injurious to the Company, or (iii) the Executive’s conviction or a pleading of guilty or nolo contendre with respect to the commission of a felony or a crime involving bad faith or dishonesty; (iv) the Executive’s insubordination

or any act or omission of the Executive, which pursuant to applicable law, constitutes a serious reason for termination of employment without notice, payment in lieu of notice or any indemnity whatsoever; (v) any breach by the Executive of any material term of this Agreement or any other written agreement between the Executive and the Company; or (vi) the Executive’s material violation of any of the Company’s policies. No act, or failure to act, on the Executive’s part shall be considered “willful” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the action or omission was in the best interest of the Company.

b) “Disability” shall mean the Executive’s inability to perform the Executive’s duties by reason of mental or physical disability for at least ninety (90) days in any three-hundred sixty-five (365) day period. In the event of a dispute as to whether the Executive is disabled within the meaning hereof, either party may from time to time request a medical examination of the Executive by a doctor appointed by the Chief of Staff of a hospital selected by mutual agreement of the parties, or as the parties may otherwise agree, and the written medical opinion of such doctor shall be conclusive and binding upon the parties as to whether the Executive has become disabled and the date when such disability arose. The cost of any such medical examination shall be borne by the Company.

c) “Good Reason” shall mean (i) the Executive ceases to be a member of the Senior Management of the Company, or (ii) the Company materially breaches any material provision of this Agreement. In the event of a resignation for Good Reason, Executive must provide the Company with a written “Notice of Resignation for Good Reason.” The “Notice of Resignation for Good Reason” shall include the specific section of this Agreement which was relied upon and the reason that the Company’s act or failure to act has given rise to the Executive’s resignation for Good Reason.

3.2 Termination of Agreement .

a) Executive may terminate this Agreement by giving the Company written notice of such termination in accordance with Section 6.2 at least 90 days prior to the termination date, unless a shorter period is agreed upon between the parties;

b) In the event at any time of (i) the termination of the employment of the Executive without Cause (for any reason other than by Death or Disability) or (ii) the resignation of the Executive from the Company within thirty (30) days of an event constituting Good Reason, the Company shall pay or provide to the Executive only the following:

(i) Any earned and accrued but unpaid installment of base salary through the date of the Executive’s resignation or termination at the rate in effect immediately prior to such resignation or termination (or the rate in effect immediately prior to the occurrence of an event that constitutes Good Reason, whichever is greater) and all other unpaid amounts to which the Executive is entitled as of such date under any

compensation plan or program of the Company (including payment for any vacation time earned and not taken during the year in which termination occurs and reimbursements not yet paid but due for business expenses previously incurred), such payments to be made in a lump sum within 15 days following the date of resignation or termination;

(ii) The amount the Executive would have been entitled to pursuant to Section 2.2(a), had Executive remained employed through the end of the Fiscal Year in which termination occurs, multiplied by a fraction, the numerator of which is the number of days from the beginning of such Fiscal Year to the date of termination, and the denominator of which is 365, such amount to be paid no later than the time annual bonuses are paid to other executives of the Company;

(iii) In lieu of any further salary payments to the Executive for periods subsequent to her date of resignation or termination, the Executive will receive six (6) months of salary continuation at the same rate of base salary in effect immediately prior to the Executive’s resignation or termination (or the base salary in effect immediately prior to the occurrence of an event that constitutes Good Reason, whichever is greater). The Company will make the salary continuation payments, less applicable taxes and other withholding, on the Company’s regular payroll dates. In the event the Company terminates the Executive without Cause, the Company may at its sole discretion, require the Executive to continue providing services for a three (3) month working notice period while said salary continuation payments are being made; and

(iv) The company shall maintain in full force and effect for the period described in Section 3.2(b)(iii), following the date of the Executive’s resignation or termination, health and dental programs (not life or disability programs) in which the Executive was entitled to participate either immediately prior to the Executive’s resignation or termination or immediately prior to the occurrence of an event that constitutes Good Reason, provided that the Executive’s continued participation is possible under the general terms and provisions of such plans and programs.

(v) As a condition to her entitlement to receive termination payments under subsections (ii)-(iv) of this Section, the Executive shall have executed and delivered to the Company a release substantially in the form attached hereto as Exhibit A.

For greater clarity, except as set forth above, no other payment whatsoever shall be due by the Company to the Executive.

3.3 Termination for Cause, Disability, Death or Resignation without Good Reason . In the event of the Executive’s termination of employment for Cause, Death or Disability or her resignation without Good Reason, only the amounts set forth in clause (i) of Section 3.2(b) shall be payable to the Executive, provided that in the event of Death and Disability, the amount set forth in clause (ii) of Section 3.2(b) shall be payable as well.

3.4 Withholding . The Company shall have the right to deduct from any amounts payable under this Agreement an amount necessary to satisfy its obligation, under applicable laws, to withhold income or other taxes of the Executive attributable to payments made hereunder.

4. Non-Competition/Confidentiality

4.1 The Executive agrees that during the Executive’s employment with the Company, and for a six-month period thereafter, the Executive will not, directly or indirectly, do or suffer any of the following:

a) Own, manage, control or participate in the ownership, management or control of, or be employed or engaged by or otherwise affiliated or associated (collectively, “Employed”) as a consultant, independent contractor or otherwise with, any other corporation, partnership, proprietorship, firm, association, or other business entity, or otherwise engage in any business, which is engaged in any manner in, or otherwise competes with, the business of the Company or any of its affiliates (as conducted on the date the Executive ceases to be employed by the Company in any capacity, including as a consultant) (a “Prohibited Business”) in Canada or any of the foreign countries, including without limitation in the states in the United States of America, in which the Company or any of its affiliates is doing business (a “Competing Business”) for so long as this Section 4.1(a) shall remain in effect, nor solicit any person or business that was at the time of the Executive’s termination of employment, or within one year prior thereto, a customer or supplier of the Company or any of its affiliates; provided, however, that, notwithstanding the foregoing, the Executive shall not be deemed to be Employed by a Competing Business if the Board or a committee of the Board determines that the Executive has established by clear and convincing evidence all of the following: (A) such entity (including its affiliates in aggregate) does not derive Material Revenues (as defined below) from the aggregate of all Prohibited Businesses, (B) such entity (including its affiliates in aggregate) is not a Competitor (as defined below) of the Company and its affiliates and (C) Executive has no direct responsibility for or otherwise with respect to any Prohibited Business; for purposes of this clause (a), “Material Revenues” shall mean that 5% or more of the revenues of the entity (including its affiliates in aggregate) are derived from the aggregate of all Prohibited Businesses; an entity shall be deemed a “Competitor” of the Company and its affiliates if the combined gross receipts of the entity (including its affiliates in aggregate) from any Prohibited Business is more than 25% of the gross receipts of the Company and its affiliates in such Prohibited Business; and an “affiliate” of an entity is any entity controlled by, controlling or under common control with the entity;

b) Employ, assist in employing, or otherwise engage in business with any present executive, officer, employee or agent of the Company or its affiliates;

c) Induce any person who is an executive, officer, employee or agent of the Company, or any member of the Company or its affiliates, to terminate their relationship with the Company or any of its affiliates; and

d) Disclose, divulge, discuss, copy or otherwise use or suffer to be used in any manner, in competition with, or contrary to the interests of, the Company, or any member of the Company or its affiliates, the customer lists, manufacturing and marketing methods, product research or engineering data, vendors, contractors, financial information, business plans and methods or other confidential business information or trade secrets of the Company, or any member of the Company or its affiliates, it being acknowledged by the Executive that all such information regarding the business of the Company or its affiliates compiled or obtained by, or furnished to, the Executive while the Executive shall have been employed by or associated with the Company is confidential information and the Company’s exclusive property (it being understood, however, that the information publicly disclosed by the Company shall not be subject to this Section 4.1(d), provided that such information may not be used in connection with any of the activities prohibited under clauses (a), (b) and (c) of this Section 4.1 for so long as such clauses remain in effect).

4.2 Upon the termination of the Executive’s employment with the Company, or at any time upon the request of the Company, the Executive (or the Executive’s heirs or personal representatives) shall deliver to the Company (a) all documents and materials (including, without limitation, computer files) containing confidential information relating to the business and affairs of the Company and its direct and indirect subsidiaries, and (b) all documents, materials and other property (including, without limitation, computer files) belonging to the Company or its affiliates, which in either case are in the possession or under the control of the Executive (or Executive’s heirs or personal representatives).

4.3 The Executive expressly agrees and understands that the remedy at law for any breach by the Executive of any of the provisions of this Section 4 will be inadequate and that damages flowing from such breach are not readily susceptible to being measured in monetary terms. Accordingly, it is acknowledged that upon adequate proof of the Executive’s violation of any legally enforceable provision of this Section 4, the Company shall be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach. Nothing in this Section 4 shall be deemed to limit the Company’s remedies at law or in equity for any breach by the Executive of any of the provisions of this Section 4, which may be pursued or availed of by the Company.

4.4 In the event the Executive shall violate any legally enforceable provision of this Section 4 as to which there is a specific time period during which he is prohibited form taking certain actions or from engaging in certain activities, as set forth in such provision, then, such violation shall toll the running of such time period from the date of such violation until such violation shall cease; provided, however, the Company shall seek appropriate remedies in a reasonably prompt manner after discovery of a violation by the Executive.

4.5 The Executive has carefully considered the nature and extent of the restrictions upon her and the rights and remedies conferred upon the Company under this Section 4, and hereby acknowledges and agrees that the same are reasonable in time and territory, are designed to eliminate competition which otherwise would be unfair to the

Company, are designed to not stifle the inherent skill and experience of the Executive, would not operate as a bar to the Executive’s sole means of support, are fully required to protect the legitimate interests of the Company and do not confer a benefit upon the Company disproportionate to the detriment to the Executive.

4.6 If any court or arbitrators determine that any of the covenants contained in this Section 4 (the “Restrictive Covenants”), or any part thereof, is unenforceable because of the duration or geographical scope of such provision, the duration or scope of such provision, as the case may be, shall be reduced so that such provision becomes enforceable and, in its reduced form, such provision shall then be enforceable and shall be enforced.

4.7 The Company and the Executive intend to and hereby confer jurisdiction to enforce the Restrictive Covenants upon the courts in the Province of Quebec. If the courts of any one or more or such jurisdictions hold the Restrictive Covenants wholly unenforceable by reason of breach of scope or otherwise, it is the intention of the Company and the Executive that such determination not bar or in any way affect the Company’s right to the relief provided above in the courts of any other jurisdiction within the geographical scope of such Restrictive Covenants as to breaches of such Restrictive Covenants in such other respective jurisdiction, such Restrictive Covenants as they relate to each jurisdiction being, of this purpose, severable, diverse and independent covenants, subject, where appropriate, to the doctrine of res judicata .

The term “affiliates” in this Section 4 when used in referencing affiliates of the Company includes, but is not limited to, Mayor’s Jewelers, Inc. and its subsidiaries.

5. Assignment . The rights and obligations of the parties under this Agreement shall not be assignable by either the Company or the Executive, provided that this Agreement is assignable by the Company to any affiliate of the Company, to any successor in interest to the business of any of the Company, or to a purchaser of all or substantially all of the assets of any of the Company including without limitation by way of merger or stock purchase.

6. Miscellaneous .

6.1 Governing Law . This Agreement shall be construed in accordance with and governed for all purposes by the laws of the Province of Quebec and the laws of Canada applicable thereto.

6.2 Notices . Any notice, request, or instruction to be given hereunder shall be in writing and shall be deemed given when personally delivered or three days after being sent by certified mail, postage prepaid, with return receipt requested to, the parties at their respective addresses set forth below:

To the Company:

Birks & Mayors Inc.

1240 Phillips Square

Montreal, Quebec

H3B 3H4

Attention: Senior Vice President, Human Resources

To the Executive:

Ms. Deborah Nicodemus

11168 East Juan Tabo Road

Scottsdale, Arizona 85255

6.3 Severability . If any paragraph, subparagraph or provision hereof is found for any reason whatsoever to be invalid or inoperative, that paragraph, subparagraph or provision shall be deemed severable and shall not affect the force and validity of any other provision of this Agreement. If any covenant herein is determined by a court to be overly broad thereby making the covenant unenforceable, the parties agree and it is their desire that such court shall substitute a reasonable judicially enforceable limitation in place of the offensive part of the covenant and that as so modified the covenant shall be as fully enforceable as if set forth herein by the parties themselves in the modified form. The covenants of the Executive in this Agreement shall each be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of the Executive against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants in this Agreement.

6.4 Entire Agreement, Amendment and Waiver . This Agreement constitutes the entire agreement and supersedes all prior agreements of the parties hereto relating to the subject matter hereof, and there are no oral terms or representations made by either party other than those herein. This Agreement may not be amended, supplemented or waived except by a writing signed by the party against which such amendment or waiver is to be enforced. The waiver by any party of a breach of any provision of this Agreement shall not operate to, or be construed as a waiver of, any other breach of that provision nor as a waiver of any breach of another provision.

6.5 Jurisdiction . Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the courts of the Province of Quebec and, by execution and delivery of this Agreement, the Executive and the Company irrevocably consent to the jurisdiction of those courts. The Executive and the Company irrevocably waive any objection, including any objection based on the grounds of forum non-conveniens, which either may now or hereinafter have to the bringing of any action or proceeding in such jurisdiction in respect of any Agreement or any transaction related thereto.

6.6 Enforcement .

a) This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amounts are still payable to the Executive hereunder, all such amounts shall be paid in accordance with the terms of this Agreement to the Executive’s estate or beneficiary.

b) If either party is required to institute litigation or arbitration to enforce their rights under this Agreement, then the prevailing party, as determined by a court of competent jurisdiction, shall be entitled to recover reasonable attorney’s fees and costs.

6.7 Survival of Rights and Obligations . The provisions of sections 3.2, 3.3 and 4 (but subject to the time limitations in Section 4.1) shall survive the termination or expiration of this Agreement. Section 4.1(a) shall not survive the termination or expiration of this Agreement if the Company terminates the Executive without Cause, or if the Executive resigns with Good Reason. However, nothing in this subsection prohibits the Company from seeking relief under Section 4 of this Agreement, including circumstances where the Executive purports to resign with Good Reason.

6.8 Counterparts . This Agreement may be executed in two counterparts, each of which is an original but which shall together constitute one and the same instrument.

6.9 Written Resignation . In the event this Agreement is terminated for any reason (except by death), the Executive agrees that if at the time Executive is a director or officer of the Company or any of its direct or indirect subsidiaries, Executive will immediately deliver a written resignation as such director or officer, such resignation to become effective immediately.

6.10 Executive’s Representations . The Executive represents and warrants to the Company that (i) the Executive is able to perform fully the Executive’s duties and responsibilities contemplated by this Agreement and (ii) there are no restrictions, covenants, agreements or limitations of any kind on her right or ability to enter into and fully perform the terms of this Agreement.

6.11 Currency . For the avoidance of doubt, any references to monies or dollars set forth in this Agreement shall be in Canadian Dollars.

6.12 Language. The parties hereto acknowledge that they have requested and are satisfied that this Agreement and all related documents be drawn up in the English language. Les parties aux présentes reconnaissent avoir requis que la présente entente et les documents qui y sont relatifs soient rédigés en anglais.

IN WITNESS WHEREOF , the parties hereto have entered into this Agreement upon the date first above written.


BIRKS & MAYORS INC.

By:		/s/ Thomas A. Andruskevich
		Thomas A. Andruskevich
		President and Chief Executive Officer

EXECUTIVE

/s/ Deborah Nicodemus
Deborah Nicodemus

EXHIBIT A

RELEASE

Birks & Mayors Inc. (the “Company”) and Deborah Nicodemus (the “Executive”) entered into an Employment Agreement (“Employment Agreement”) made as of February 22, 2011. To satisfy the requirement of Section 3.2(b) of the Employment Agreement, Executive hereby grants the Company the Release set forth below:

1. Release . The Executive, for herself, her heirs, and personal and legal representatives, except as provided in Section 2 hereof, does hereby irrevocably and unconditionally release, remise, and forever discharge the Company and any of its parent companies, subsidiaries or affiliates and each of their respective officers, directors, and employees (the “Releasees”), however denominated, past, present, and future, and their predecessors, successors, and assigns, of and from any and all manner of actions, causes, matters, suits, dues, bonds, judgments, debts, accounts, covenants, agreements, claims, controversies, guarantees, warranties, damages, liabilities, or demands of any nature whatsoever in law or equity, whether or not now known to her that she ever had, now has, or hereafter can, shall, or may have, for, upon, or by reason of any matter, action, omission to act, transaction, practice, conduct, cause, or thing of any kind whatsoever from the beginning of the world to the date she executes this Release. Such release, remise, and discharge of the Releasees includes, without limitation, any and all claims under any and all federal, provincial, state and local statutes or common law and extends without limitation to any and all acts, practices, or conduct by the Releasees, or the effects thereof, whether or not Executive now has knowledge thereof, or if any such effects exist or may in the future exist as a result of any act, omission, practice, or conduct that occurred prior to the date she executes this Release. Except as provided in Section 2, this Release shall specifically include, but not be limited to, the following:

(a) any and all claims and matters of any kind which arise or might arise, or which otherwise relate to the Executive’s employment with the Company or any of the Company’s parent companies, subsidiaries, affiliates, or the Executive’s termination of employment;

(b) any and all claims for wages and benefits (including without limitation salary, stock, stock options, commissions, bonuses, severance pay, health and welfare benefits, vacation pay, and any other fringe-type benefit);

(c) any and all claims for wrongful discharge, breach of contract (whether written or oral, express or implied), and implied covenants of good faith and fair dealing;

(d) any and all claims for alleged employment discrimination on the basis of age, race, color, religion, sex, national origin, veteran status, disability and/or handicap, in violation of any federal, provincial, state, or local statute, ordinance, judicial precedent, or executive order;

(e) any and all claims under any federal, provincial, state or local statute relating to employee benefits;

(f) any and all claims in tort, including but not limited to any claims for fraud, misrepresentation, defamation, interference with contract or prospective economic advantage, intentional infliction of emotional distress, and/or negligence;

(g) any and all claims for additional commissions, compensation, or damages of any kind; and

(h) any and all claims for attorneys’ fees and costs.

2. Review . The Executive acknowledges that he has had the opportunity to review the Employment Agreement and this Release and to consider their terms with her attorneys and advisors and that she understands their meaning and effect. The Executive hereby acknowledges that the execution of this Release is the Executive’s own free and voluntary act and that the only inducement for Executive’s granting this Release is the payment provided for in Section 3.2(b) of the Employment Agreement. The Executive understands and acknowledges that the agreement with the Company constitutes a transaction within the terms of articles 2631 et seq. of the Civil Code of Québec and is made without prejudice and without any admission whatsoever of responsibility, fault or liability on the part of the Company.

3. General .

(a) This Release shall be deemed to have been made in and shall be construed in accordance with the laws of the Province of Québec.

(b) This Release shall enure to the benefit of and be binding upon the Executive and the Company and their respective heirs, executors, administrators, legal personal representatives, successors and assigns.

(c) The parties hereto have requested that this Release be drawn up in the English language. / Les parties ont requis que la présente Quittance soit rédigée en anglais .


BIRKS & MAYORS INC.

By:
						Date
Its:


Witness						Date

UNDERSTOOD AND AGREED:


Deborah Nicodemus						Date


Witness						Date

Exhibit 4.69

[EXECUTION COPY]

MAYOR’S JEWELERS, INC.,

as the US Borrower

BIRKS & MAYORS INC.,

as the Canadian Borrower

Collectively, the Borrowers

AND THEIR SUBSIDIARIES PARTY HERETO,

as Guarantors

SECOND AMENDED AND RESTATED

REVOLVING CREDIT AND SECURITY AGREEMENT

Dated as of June 8, 2011

CERTAIN FINANCIAL INSTITUTIONS,

as Lenders,

BANK OF AMERICA, N.A.,

as Administrative Agent,

BANK OF AMERICA, N.A. (acting through its Canada branch),

as Canadian Agent

and

BANK OF AMERICA, N.A.

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Co-Collateral Agents

with

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

and

WELLS FARGO CAPITAL FINANCE, LLC,

as Co-Lead Arrangers and Co-Book Managers

TABLE OF CONTENTS


		Page

SECTION 1.	DEFINITIONS; RULES OF CONSTRUCTION		1

1.1.	Definitions		1

1.2.	Accounting Terms		41

1.3.	Certain Matters of Construction		41

1.4.	Letter of Credit Amounts		42

1.5.	Times of Day		42

1.6.	Conversions of Foreign Currencies		42

SECTION 2.	CREDIT FACILITIES		42

2.1.	Commitments		42

2.2.	Reduction or Termination of Commitments		45

2.3.	Letter of Credit Facility		47

2.4.	Cash Collateral		52

2.5.	Increase in Commitments		52

SECTION 3.	INTEREST, FEES AND CHARGES		54

3.1.	Interest		54

3.2.	Fees		56

3.3.	Computation of Interest, Fees, Yield Protection		56

3.4.	Reimbursement Obligations		57

3.5.	Illegality		57

3.6.	Increased Costs		58

3.7.	Capital Adequacy		59

3.8.	Mitigation		59

3.9.	Funding Losses		59

3.10.	Maximum Interest		60

3.11.	Replacement of the Lenders		60

3.12.	Dodd-Frank Act		61

SECTION 4.	LOAN ADMINISTRATION		61

4.1.	Manner of Borrowing and Funding Loans		61

4.2.	Defaulting Lender		63

4.3.	Number and Amount of LIBOR Loans and Canadian BA Rate Loans; Determination of Rate		64

4.4.	The Borrower Agent		65

4.5.	Effect of Termination		65

TABLE OF CONTENTS

(continued)


		Page

SECTION 5.	PAYMENTS		65

5.1.	General Payment Provisions		65

5.2.	Repayment of Loans		66

5.3.	Payment of Other Obligations		66

5.4.	Marshaling; Payments Set Aside		66

5.5.	Allocation of Payments		67

5.6.	Application of Payments		70

5.7.	Loan Account; Account Stated		70

5.8.	Taxes		70

5.9.	Withholding Tax Exemption		71

5.10.	Currency Matters		72

SECTION 6.	CONDITIONS PRECEDENT		72

6.1.	Conditions Precedent to Effectiveness of this Agreement		72

6.2.	Conditions Precedent to All Credit Extensions		75

6.3.	Limited Waiver of Conditions Precedent		76

SECTION 7.	COLLATERAL SECURITY AND GUARANTEES		76

7.1.	Grant of Security Interest		76

7.2.	Deposit Accounts; Cash Collateral; Credit Card Agreements		77

7.3.	Lien on Real Estate		79

7.4.	Other Collateral		79

7.5.	No Assumption of Liability		79

7.6.	Further Assurances		79

7.7.	Guarantees by the Borrowers; Intercompany Debt Subordination Arrangements		80

7.8.	Guaranty of the Subsidiaries		83

7.9.	Intercompany Debt Subordination Arrangements		83

SECTION 8.	COLLATERAL ADMINISTRATION		83

8.1.	Borrowing Base Certificates		83

8.2.	Account Verification		84

8.3.	Administration of Inventory		84

8.4.	[Reserved]		84

8.5.	General Provisions		85

8.6.	Power of Attorney		86

TABLE OF CONTENTS

(continued)


		Page

SECTION 9.	REPRESENTATIONS AND WARRANTIES		87

9.1.	General Representations and Warranties		87

SECTION 10.	COVENANTS AND CONTINUING AGREEMENTS		94

10.1.	Affirmative Covenants		94

10.2.	Negative Covenants		102

SECTION 11.	EVENTS OF DEFAULT; REMEDIES ON DEFAULT		112

11.1.	Events of Default		112

11.2.	Remedies upon Default		115

11.3.	License		116

11.4.	Setoff		116

11.5.	Remedies Cumulative; No Waiver		116

11.6.	Judgment Currency		116

SECTION 12.	THE ADMINISTRATIVE AGENT, THE CANADIAN AGENT AND THE CO-COLLATERAL AGENTS		117

12.1.	Appointment, Authority and Duties of the Administrative Agent, the Canadian Agent and the Co-Collateral Agents		117

12.3.	Reliance by the Agents		120

12.4.	Action Upon Default		121

12.5.	Ratable Sharing		121

12.6.	Indemnification of the Agent Indemnitees		121

12.7.	Limitation on Responsibilities of the Administrative Agent and the Canadian Agent		122

12.8.	Successor Agents		122

12.9.	Due Diligence and Non-Reliance		123

12.10.	Replacement of Certain Lenders		123

12.11.	Remittance of Payments and Collections		123

12.12.	The Agents in their Individual Capacity		124

12.13.	Agent Titles		124

12.14.	No Third Party Beneficiaries		124

12.15.	Loan Documents; Intercreditor Agreement		124

SECTION 13.	BENEFIT OF AGREEMENT; ASSIGNMENTS AND PARTICIPATIONS		125

13.1.	Successors and Assigns Generally		125

13.2.	Assignments by Lenders		125

iii

TABLE OF CONTENTS

(continued)


		Page

13.3.	Proportionate Assignments; Proportionate Holdings		126

13.4.	Register		126

13.5.	Participations		126

13.6.	Limitations upon Participant Rights		127

13.7.	Certain Pledges		127

13.8.	Electronic Execution of Assignments		127

13.9.	Tax Treatment		127

13.10.	Representation of the Lenders		127

13.11.	Assignment by the Loan Parties		128

SECTION 14.	MISCELLANEOUS		128

14.1.	Consents, Amendments and Waivers		128

14.2.	Indemnity		129

14.3.	Notices and Communications		130

14.4.	Performance of the Borrowers’ Obligations		130

14.5.	Credit Inquiries		131

14.6.	Severability		131

14.7.	Cumulative Effect; Conflict of Terms		131

14.8.	Counterparts; Facsimile and Electronic Signatures		131

14.9.	Entire Agreement		131

14.10.	Obligations of the Lenders		131

14.11.	Confidentiality		131

14.12.	GOVERNING LAW		132

14.13.	Consent to Forum		132

14.14.	Waivers by the Loan Parties		132

14.15.	Patriot Act Notice		133

14.16.	Survival of Representations and Warranties		133

14.17.	No Advisory or Fiduciary Responsibility		133

14.18.	Resignation as Issuing Bank or Provider of Swingline Loans after Assignment		134

14.19.	Language		134

14.20.	Existing Credit Agreement and Loan Documents		134

14.21.	Transitional Arrangements		135

14.22.	Termination of Tranche A-1 Commitments		135

TABLE OF CONTENTS

(continued)

LIST OF EXHIBITS AND SCHEDULES


Exhibit A		Form of US Revolver Note
Exhibit B		Form of Canadian Revolver Note
Exhibit C		Form of Assignment and Assumption Agreement
Exhibit D		Form of Compliance Certificate
Exhibit E		Form of Borrowing Base Certificate
Exhibit F		Form of Information Certificate


Schedule 1.1(a)		Commitments of the Lenders
Schedule 1.1(b)		Excluded Subsidiaries
Schedule 1.1(c)		Certain Store Closures
Schedule 1.1(d)		Total Affiliate Commitment
Schedule 2.3.1		Existing Letters of Credit
Schedule 7.1		Commercial Tort Claims
Schedule 7.2.1		Deposit Accounts
Schedule 7.2.3		Credit Card Arrangements
Schedule 8.3.3		Consignments
Schedule 8.5.1		Business Locations
Schedule 9.1.4		Names; Capital Structure; Warrants, Etc.
Schedule 9.1.5		Former Names and Companies
Schedule 9.1.6(a)		Real Estate
Schedule 9.1.6(b)		Investments
Schedule 9.1.8		Financial Statements
Schedule 9.1.12		Patents, Trademarks, Copyrights and Licenses
Schedule 9.1.15		Environmental Matters
Schedule 9.1.16		Burdensome Agreements
Schedule 9.1.17		Litigation
Schedule 9.1.19		Material Contracts
Schedule 9.1.20		Canadian Plans
Schedule 9.1.22		Labor Contracts
Schedule 9.1.25		Certain Transactions
Schedule 10.2.1		Existing Debt
Schedule 10.2.2		Existing Liens
Schedule 10.2.7		Restrictions on Subsidiary Distributions (Contractual Obligations)
Schedule 10.2.9(i)		Trademarks Licensed to Excluded Subsidiaries
Schedule 14.3.1		Notice Address

SECOND AMENDED AND RESTATED

REVOLVING CREDIT AND SECURITY AGREEMENT

THIS SECOND AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT (THIS “ AGREEMENT ”) IS ENTERED INTO AS OF JUNE 8, 2011, AMONG MAYOR’S JEWELERS, INC., A DELAWARE CORPORATION (THE “ US BORROWER ”), BIRKS & MAYORS INC. , A CANADIAN CORPORATION (THE “ CANADIAN BORROWER ” AND, TOGETHER WITH THE US BORROWER, COLLECTIVELY, THE “ BORROWERS ” AND EACH INDIVIDUALLY, A “ BORROWER ”), EACH SUBSIDIARY OF THE BORROWERS FROM TIME TO TIME PARTY HERETO AS A GUARANTOR, EACH LENDER FROM TIME TO TIME PARTY HERETO (COLLECTIVELY, THE “ LENDERS ” AND EACH INDIVIDUALLY, A “ LENDER ”), BANK OF AMERICA, N.A. (IN ITS INDIVIDUAL CAPACITY, “ BANK OF AMERICA ”), AS ADMINISTRATIVE AGENT AND ISSUING BANK, BANK OF AMERICA, N.A. ( ACTING THROUGH ITS CANADA BRANCH ) (IN ITS INDIVIDUAL CAPACITY, “ BANK OF AMERICA-CANADA BRANCH ”), AS CANADIAN AGENT AND ISSUING BANK, AND BANK OF AMERICA, N.A. AND WELLS FARGO BANK, NATIONAL ASSOCIATION , AS CO-COLLATERAL AGENTS (IN SUCH CAPACITY, THE “ CO-COLLATERAL AGENTS ”).

R E C I T A L S :

WHEREAS , the Borrowers, the Guarantors, the lenders party thereto (the “ Existing Lenders ”), the Administrative Agent, the Canadian Agent and the Issuing Banks are party to that certain Amended and Restated Revolving Credit and Security Agreement, dated as of December 17, 2008 (as amended and in effect immediately prior to the date hereof, the “ Existing Credit Agreement ”), pursuant to which the Existing Lenders made loans to and issued letters of credit for the account of the Borrowers.

WHEREAS , the Lenders are willing to amend and restate the Existing Credit Agreement, and the Lenders are willing to make loans and other extensions of credit to the Borrowers, all on the terms and conditions set forth herein.

NOW, THEREFORE , in consideration of the premises and the mutual agreements herein contained, the parties hereto hereby agree that, from and after the Closing Date, the Existing Credit Agreement (including all Annexes , Schedules and Exhibits thereto) is amended and restated in its entirety as follows:

SECTION 1. DEFINITIONS; RULES OF CONSTRUCTION

1.1. Definitions . As used herein, the following terms have the meanings set forth below:

Account - as defined in the UCC, including all rights to payment for goods sold or leased, or for services rendered.

Account Debtor - as defined in the UCC and including a Person who is obligated under an Account, Chattel Paper or General Intangible.

Additional Subordinated Debt - such secured Debt incurred by any Loan Party pursuant to Section 10.2.1(l) that is expressly subordinated to the Full Payment of the Obligations on terms and conditions and pursuant to a Subordination Agreement in form, scope and substance satisfactory to the Agents and the Required Lenders.

Additional Subordinated Debt Documents - all documents, instruments and agreements executed in connection with any Additional Subordinated Debt, any such documents, instruments and agreements being in form, scope and substance satisfactory to the Agents and the Required Lenders.

Adjusted LIBOR - for any Interest Period, with respect to LIBOR Loans, the per annum rate of interest (rounded upward, if necessary, to the nearest 1/8th of 1%) appearing on Reuters Screen LIBOR01 Page (or, as determined by the Administrative Agent, such other commercially available source providing quotations of the London interbank offered rate for deposits in Dollars), as the London interbank offered rate for deposits in Dollars at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period; provided , however , if the Reuters Screen LIBO Page is used and more than one rate is shown on such page, the applicable rate shall be the arithmetic mean thereof. If for any reason none of the foregoing rates is available, the Adjusted LIBOR shall be the rate per annum determined by the Administrative Agent as the rate of interest at which Dollar deposits in the approximate amount of the applicable LIBOR Loan would be offered to major banks in the offshore Dollar market at or about 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period.

Administrative Agent - Bank of America, N.A., in its capacity as administrative agent for the Lenders and as collateral agent for the Secured Parties regarding all matters concerning Collateral of the US Loan Parties and any other Non-Canadian Loan Party and Collateral of the Canadian Loan Parties situated in the United States, or any successor Administrative Agent.

Affiliate - with respect to any Person, another Person (a) who directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such first Person; (b) who beneficially owns 10% or more of the voting securities or any class of Capital Stock of such first Person; (c) at least 10% of whose voting securities or any class of Capital Stock is beneficially owned, directly or indirectly, by such first Person; or (d) who is an officer, director, partner or managing member of such first Person. “ Control ” means the possession, directly or indirectly, of the power to direct or cause direction of the management and policies of a Person, whether through ownership of Capital Stock, by contract or otherwise.

Agent Indemnitees - each Agent and its officers, directors, employees, Affiliates, branches, agents, advisors and attorneys.

Agent Professionals - attorneys, accountants, appraisers, auditors, business valuation experts, environmental engineers or consultants, turnaround consultants, and other professionals and experts retained by any Agent.

Agents - collectively, the Administrative Agent and the Canadian Agent.

Aggregate Revolver Borrowing Capacity - as of any date of determination, an amount equal to the lesser of (a) the sum of (i) the US Borrowing Capacity (without giving effect to clause (a) thereof) plus (ii) the Dollar Equivalent of the Canadian Borrowing Capacity (without giving effect to clause (a) thereof) and (b) the Total Revolver Commitments.

Aggregate Revolver Excess Availability - as of any date of determination, an amount equal to the sum of (i) the US Revolver Excess Availability plus (ii) the Dollar Equivalent of the Canadian Revolver Excess Availability.

Anti-Terrorism Laws - any laws relating to terrorism or money laundering, including the Patriot Act.

Applicable Agent - with respect to (a) the US Loan Parties, all Loans and Letters of Credit issued for the account or benefit of the US Borrower, all matters concerning Collateral of the US Loan Parties and any other Non-Canadian Loan Parties, and all matters concerning Collateral of the Canadian Loan Parties situated in the United States, the Administrative Agent, and (b) the Canadian Loan Parties, all Loans and Letters of Credit issued for the account or benefit of the Canadian Borrower, all matters concerning Collateral of the Canadian Loan Parties, and all matters concerning Collateral of the other Loan Parties situated in Canada, the Canadian Agent.

Applicable Law - all laws, rules, regulations and governmental guidelines and orders applicable to the Person, conduct, transaction, agreement or matter in question, including all applicable statutory law, common law and equitable principles, and all provisions of constitutions, treaties, statutes, rules, regulations, orders and decrees of Governmental Authorities.

Applicable Lenders - with respect to (a) US Revolver Loans and Letters of Credit issued for the account or benefit of the US Borrower, the US Lenders, and (b) Canadian Revolver Loans and Letters of Credit issued for the account or benefit of the Canadian Borrower, the Canadian Lenders.

Applicable Margin - the Applicable Margin for each calendar quarter shall be the applicable percentage per annum set forth below determined by reference to the average daily level of Aggregate Revolver Excess Availability during the previous calendar quarter:


Pricing Level	Aggregate Revolver Excess Availability	Base Rate Loans/ Canadian Prime Rate Loans			LIBOR Loans/ Canadian BA Rate Loans			Standby Letter of Credit Fee			Documentary Letter of Credit Fee
I	Greater than $60,000,000		1.25	%		2.25	%		2.25	%		1.75	%
II	Less than or equal to $60,000,000 but greater than $40,000,000		1.50	%		2.50	%		2.50	%		2.00	%
III	Less than or equal to $40,000,000 but greater than $20,000,000		1.75	%		2.75	%		2.75	%		2.25	%
IV	Less than or equal to $20,000,000		2.00	%		3.00	%		3.00	%		2.50	%

Notwithstanding the foregoing, the Applicable Margin in effect from the Closing Date through June 30, 2011 shall be the Applicable Margin set forth in Level IV above. Thereafter, the margins shall be subject to increase or decrease on a quarterly basis. Not more than ten (10) Business Days after the first day of each calendar quarter, the Administrative Agent shall determine the Applicable Margin for such calendar quarter (which shall be effective as of the first calendar day of such calendar quarter) based on the average daily level of Aggregate Revolver Excess Availability for the prior calendar quarter. Additionally, in any calendar quarter (commencing with the calendar quarter beginning on July 1, 2011) that the Applicable Margin, as determined by reference to the average daily level of Aggregate Revolver Excess Availability

during the previous calendar quarter, would have been set at either Level II, Level III or Level IV above, and the Interest Coverage Ratio for the immediately preceding Fiscal Quarter shall have been greater than 1:1, then, so long as no Default or Event of Default exists, the Applicable Margin shall be upgraded by one Level for such calendar quarter (which shall be effective as of the first calendar day of such calendar quarter) such that the Applicable Margin set forth in Level I, Level II or Level III, as the case may be, shall apply. If, as a result of any restatement of or other adjustment to the Aggregate Revolver Excess Availability or Interest Coverage Ratio calculations or for any other reason, the Borrowers or the Administrative Agent determines that (i) the Aggregate Revolver Excess Availability or Interest Coverage Ratio as calculated by the Borrowers as of any applicable date was inaccurate and (ii) a proper calculation of the Aggregate Revolver Excess Availability or Interest Coverage Ratio would have resulted in higher pricing for such period, the Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the Applicable Lenders or the Issuing Banks, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrowers under any Insolvency Proceeding, automatically and without further action by the Administrative Agent, any Lender or the Issuing Banks), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or the Issuing Banks hereunder and the Borrowers’ obligations under this paragraph shall survive the termination of the Commitments and the repayment of all other Obligations hereunder.

Applicable Pension Legislation - at any time, any pension or retirement benefits legislation (be it national, federal, provincial, territorial, foreign or otherwise) then applicable to the Borrowers or any of their Subsidiaries.

Applicable Unused Fee Rate - the Applicable Unused Fee Rate for each calendar quarter shall be the applicable percentage per annum set forth below determined by reference to the average daily Total Revolver Outstandings (excluding Swingline Loans) during the prior calendar quarter:


Level	Total Revolver Outstandings (excluding Swingline Loans	Applicable Unused Fee Rate
I	Greater than 50% of the Total Revolver Commitments		0.375	%
II	Less than or equal to 50% of the Total Revolver Commitments		0.50	%

Notwithstanding the foregoing, the Applicable Unused Fee Rate in effect from the Closing Date through June 30, 2011 shall be the Applicable Unused Fee Rate set forth in Level I above. Thereafter, the applicable rate shall be subject to increase or decrease on a quarterly basis. Not more than ten (10) Business Days after the first day of each calendar quarter, the Administrative Agent shall determine the Applicable Unused Fee Rate for such calendar quarter (which shall be effective as of the first calendar day of such calendar quarter) based on the average daily level of Total Revolver Outstandings (excluding Swingline Loans) during the prior calendar quarter. If, as a result of any restatement of or other adjustment to the Total Revolver Outstandings (excluding Swingline Loans) calculations or for any other reason, the Borrowers or the Administrative Agent determines that (i) the average daily Total Revolver Outstandings (excluding Swingline Loans) as calculated by the Borrowers for any applicable calendar quarter was inaccurate and (ii) a proper calculation of the average daily Total Revolver Outstandings (excluding Swingline Loans) for

such applicable calendar quarter would have resulted in higher pricing for such period, the Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the Applicable Lenders, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrowers under any Insolvency Proceeding, automatically and without further action by the Administrative Agent or any Lender), an amount equal to the excess of the amount of fees that should have been paid for such period over the amount of fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or the Issuing Banks hereunder and the Borrowers’ obligations under this paragraph shall survive the termination of the Commitments and the repayment of all other Obligations hereunder.

Appraised A/R Liquidation Value - the product of (a) the net book value of Eligible Private Label and Corporate Accounts multiplied by (b) the percentage with regards to each category of accounts determined from the then most recent appraisal of Eligible Private Label and Corporate Accounts undertaken at the request of the Administrative Agent, to reflect the appraised estimate of the net recovery on the Eligible Private Label and Corporate Accounts on a forced liquidation basis.

Appraised Inventory Liquidation Value - with respect to each Eligible Inventory Category, the product of (a) the Cost of Eligible Inventory (net of Inventory Reserves) of such Eligible Inventory Category multiplied by (b) that percentage with regards to each category of Inventory, determined from the then most recent appraisal of the Inventory of the Borrowers, Henry U.S. and Mayor’s Florida undertaken at the request of the Administrative Agent, to reflect the appraiser’s estimate of the net recovery on the relevant Inventory of such Person in the event of any liquidation of that Inventory.

Approved Fund - any Person (other than a natural person) that is engaged in making, holding or investing in extensions of credit in its ordinary course of business and is administered or managed by a Lender, an entity that administers or manages a Lender, or an Affiliate of either.

Arranger Indemnitees - each Arranger and its officers, directors, employees, Affiliates, branches, agents, advisors and attorneys.

Arrangers - Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Capital Finance, LLC in their capacities as co-lead arrangers and co-book managers.

Assignee Group - two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

Assignment and Assumption Agreement - an assignment and assumption agreement between a Lender and Eligible Assignee, substantially in the form of Exhibit C hereto.

Auto-Extension Letter of Credit - as defined in Section 2.3.1(g) .

Auto-Reinstatement Letter of Credit - as defined in Section 2.3.1(h) .

Availability Block - as of any date of determination, the greater of (i) ten percent (10%) multiplied by the Term Loan Borrowing Capacity (calculated without giving effect to the Availability Block), and (ii) $8,500,000.

Availability Reserves - the sum (without duplication) of (a) [reserved]; (b) the Rent and Charges Reserve; (c) the Bank Product Reserve; (d) the aggregate amount of liabilities secured by Liens upon Collateral that are senior or pari passu to the Applicable Agent’s Liens (but imposition of any such reserve shall not waive an Event of Default arising therefrom); (e) reserves established by the Administrative Agent based on Customer Credit Liabilities; (f) reserves established by the Administrative Agent based on appraisals (including, without limitation, “desktop” appraisals) and field exams of the Collateral and commercial finance exams of the Loan Parties’ books and records; (g) Taxes which might have priority over the interests of the Agents in the Collateral; (h) reserves established by the Administrative Agent based on outstanding accounts payable owing to consignment vendors; (i) Availability Block; (j) Seasonal Availability Block; (k) the Loan to Value Reserve; (l) the Term Loan Discretionary Reserve; (m) with respect to the Canadian Loan Parties, without duplication, the Canadian Priority Payables Reserves; and (n) such additional reserves as the Administrative Agent from time to time determines in the Administrative Agent’s reasonable discretion as being appropriate (without limiting the generality of this clause (n), reserves that (x) ensure that the Loan Parties maintain adequate liquidity for the operation of their business, (y) cover any deterioration in the amount or value of the Collateral and (z) reflect impediments to the Applicable Agent’s ability to realize upon the Collateral, shall, in each case, be deemed to be a reasonable exercise of the Administrative Agent’s discretion). The Administrative Agent shall impose the Availability Block, the Seasonal Availability Block, the Loan to Value Reserve and the Term Loan Discretionary Reserve.

Bank of America - Bank of America, N.A., a national banking association, and its successors and assigns.

Bank of America-Canada Branch - Bank of America, N.A. (acting through its Canada branch).

Bank of America Indemnitees - Bank of America and its officers, directors, employees, Affiliates, branches (including Bank of America-Canada Branch), agents, mandataries, advisors and attorneys.

Bank Product - any of the following products, services or facilities extended to the Loan Parties or any Subsidiary by any Lender or any of its Affiliates or branches: (a) Cash Management Services; and (b) Leasing Obligations; provided , however , that Bank Products shall not be limited to Cash Management Services and Leasing Obligations, but may also include other similar products, services or facilities provided by any Lender or any of its Affiliates or branches pursuant to the request by, or agreement with, any Loan Party or any Subsidiary; provided , further , that for any of the foregoing to be included as an “Obligation” for purposes of a distribution under Section 5.5 and for purposes of the Security Documents, the applicable bank product provider and Loan Party must have previously provided written notice to the Administrative Agent of (i) the existence of such Bank Product, (ii) the maximum dollar amount of obligations arising thereunder to be included as a Bank Product Reserve (“ Bank Product Amount ”), and (iii) the methodology to be used by such parties in determining the Bank Product Debt owing from time to time. The Bank Product Amount may be changed from time to time upon written notice to the Administrative Agent by the provider of the Bank Product and the applicable Loan Party.

Bank Product Amount - as defined in the definition of Bank Product.

Bank Product Debt - Debt and other obligations of a Loan Party relating to Bank Products.

Bank Product Reserve - the aggregate amount of reserves reasonably established by the Administrative Agent from time to time in respect of Bank Product Debt; provided that the amount of such reserves shall not be less than the Bank Product Amount.

Bankruptcy Code - Title 11 of the United States Code.

Base Rate - for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate”, and (c) Adjusted LIBOR for an Interest Period of 1-month beginning on such day plus 100 basis points. The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in the prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

Base Rate Loan - any Loan that bears interest based on the Base Rate.

Birks - Birks & Mayors Inc., a Canadian corporation.

BME IPCO - BME IPCO, Inc., a Delaware corporation, constituted as a joint venture in which the Canadian Borrower owns 50% of the issued and outstanding Capital Stock of BME IPCO and Esty Grossman, an individual, owns the remaining 50% of the issued and outstanding Capital Stock of BME IPCO.

BME IPCO Distribution Agreement - that certain Jewellery Design and Distribution Agreement entered into in Montreal, Quebec, Canada on August 31, 2006, between Esty Grossman, an individual, the Canadian Borrower and BME IPCO, as in effect on November 9, 2006, a copy of which is on file with the Administrative Agent.

Board of Governors - the Board of Governors of the Federal Reserve System.

Borrower and Borrowers - as defined in the preamble hereto.

Borrower Agent - as defined in Section 4.4 .

Borrowing - a group of Loans of one Type that are made on the same day or are converted into Loans of one Type on the same day.

Borrowing Base Certificate - a certificate, substantially in the form of Exhibit E or in such other form satisfactory to the Administrative Agent and the Co-Collateral Agents, by which the Borrowers certify calculation of the US Borrowing Capacity, the Canadian Borrowing Capacity, the Aggregate Revolver Borrowing Capacity and the Term Loan Borrowing Capacity.

Business Day - any day (a) excluding Saturday, Sunday and any other day on which banks are permitted to be closed under the laws of the State of New York, (b) when used with reference to a LIBOR Loan, also excluding any day on which banks do not conduct dealings in Dollar deposits on the London interbank market and (c) when used with reference to a Canadian

Revolver Loan, also excluding any other day on which banks are permitted or required to be closed in Toronto, Ontario, Canada or in Montréal, Québec, Canada.

Canadian Agent - Bank of America-Canada Branch having a branch in Toronto, Ontario, Canada, in its capacity as administrative agent for the Lenders and as collateral agent for the Secured Parties regarding all matters concerning Collateral of the Canadian Loan Parties and Collateral of all other Loan Parties situated in Canada, or any successor Canadian Agent.

Canadian BA Rate - for the Interest Period of each Canadian BA Rate Loan, the rate of interest per annum equal to the annual rates applicable to Canadian Dollar bankers’ acceptances having an identical or comparable term as the proposed Canadian BA Rate Loan displayed and identified as such on the display referred to as the “CDOR Page” (or any display substituted therefor) of Reuter Monitor Money Rates Service (or, as determined by the Canadian Agent, such other commercially available source providing quotations of annual rates applicable to Canadian Dollar bankers’ acceptances having an identical or comparable term as the proposed Canadian BA Rate Loan) as at approximately 10:00 A.M. Eastern time on such day (or, if such day is not a Business Day, as of 10:00 A.M. Eastern time on the immediately preceding Business Day) plus five (5) basis points; provided that if for any reason none of the foregoing rates is available at such time on such date, the rate for such date will be the annual discount rate (rounded upward to the nearest whole multiple of 1/100 of 1%) as of 10:00 A.M. Eastern time on such day at which a Canadian chartered bank listed on Schedule 1 of the Bank Act (Canada) as selected by the Canadian Agent is then offering to purchase Canadian Dollar bankers’ acceptances accepted by it having such specified term (or a term as closely as possible comparable to such specified term), plus five (5) basis points.

Canadian BA Rate Loans - Canadian Revolver Loans bearing interest calculated by reference to the Canadian BA Rate.

Canadian Borrower - as defined in the preamble hereto.

Canadian Borrowing Capacity - on any date of determination, an amount in Canadian Dollars equal to the lesser of (a) the aggregate amount of Canadian Revolver Commitments and (b) the sum of (i) 85% of the Appraised Inventory Liquidation Value of each Eligible Inventory Category owned by the Canadian Borrower; plus (ii) 90% of the Appraised A/R Liquidation Value of Eligible Private Label and Corporate Accounts of the Canadian Borrower and CGS Canada; plus (iii) 90% of the Eligible Major Credit Card Receivables of the Canadian Borrower; minus (iv) the Availability Reserve in respect of the Canadian Borrower and CGS Canada (it being understood that the amount of the Availability Block, the Seasonal Availability Block, the Loan to Value Reserve and the Term Loan Discretionary Reserve shall be allocated, in the sole discretion of the Administrative Agent and without duplication, among the Aggregate Revolver Borrowing Capacity, the Canadian Borrowing Capacity and the US Borrowing Capacity).

Canadian Commitment Termination Date - the earliest to occur of (a) the Termination Date; (b) the date on which the Canadian Revolver Commitments are terminated pursuant to Section 2.2 ; or (c) the date on which the Canadian Revolver Commitments are terminated pursuant to Section 11.2 .

Canadian Concentration Accounts - special concentration accounts established by the Canadian Borrower with the Canadian Agent, subject to the control of the Canadian Agent.

Canadian Debtor Relief Laws - means the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the Winding-up Act (Canada) and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, dissolution or similar debtor relief laws of Canada.

Canadian Dollar Equivalent - of any amount means, at the time of determination thereof, (a) if such amount is expressed in Canadian Dollars, such amount and (b) if such amount is denominated in any other currency, the equivalent of such amount in Canadian Dollars as determined by the Administrative Agent using the published spot rate as quoted by Bank of America or its branches or Affiliates to customers generally as its noon spot rate at which such currency is offered on such day for Canadian Dollars.

Canadian Dollars or Cdn. $ - the lawful currency of Canada.

Canadian Guarantors - all Subsidiaries of the Borrowers that have executed a Guaranty and are organized under the laws of Canada or any province or territory thereof.

Canadian LC Conditions - the following conditions necessary for issuance of a Letter of Credit for the account or benefit of the Canadian Borrower: (a) each of the conditions set forth in Section 6 ; (b) after giving effect to such issuance, Total LC Obligations do not exceed the Letter of Credit Subline, Total Canadian Revolver Outstandings do not exceed the Canadian Borrowing Capacity, and Total Revolver Outstandings do not exceed the Aggregate Revolver Borrowing Capacity; (c) the expiration date of such Letter of Credit is (i) subject to Section 2.3.1(g) in respect of Auto-Extension Letters of Credit, no more than 365 days from issuance, in the case of standby Letters of Credit, (ii) no more than 180 days from issuance, in the case of documentary Letters of Credit, and (iii) at least 20 Business Days prior to the Termination Date; (d) the Letter of Credit and payments thereunder are denominated in Dollars or Canadian Dollars; and (e) the form of the proposed Letter of Credit is reasonably satisfactory to the Canadian Agent and the Issuing Banks in their discretion.

Canadian LC Obligations - an amount equal to the sum (without duplication) of the Canadian Dollar Equivalent of (a) all amounts owing by the Canadian Borrower for any drawings under Letters of Credit (including in respect of any payment made by Bank of America-Canada Branch, as Issuing Bank under any LC Guaranty) issued for the account or on behalf of the Canadian Borrower; (b) the aggregate undrawn amount of all outstanding Letters of Credit issued for the account or on behalf of the Canadian Borrower; and (c) all fees and other amounts owing with respect to Letters of Credit issued for the account or on behalf of the Canadian Borrower.

Canadian Lenders - the Lenders indicated on Schedule 1.1(a) as the Lenders of Canadian Revolver Loans, the Canadian Agent in its capacity as a provider of Swingline Loans, Bank of America-Canada Branch, as the Issuing Bank (unless the context otherwise requires) and any other Person who hereafter becomes a “Canadian Lender” pursuant to the terms hereof. It is acknowledged and understood that, as of the Closing Date, each Canadian Lender shall be a Canadian Qualified Lender.

Canadian Loan Parties - collectively, the Canadian Borrower and the Canadian Guarantors.

Canadian Obligations - all Obligations of the Canadian Loan Parties.

Canadian Plan - any pension or other employee benefit plan and which is: (a) a plan maintained by any Canadian Loan Party or any Subsidiary of a Canadian Loan Party; (b) a plan to which any Canadian Loan Party or any Subsidiary of a Canadian Loan Party contributes or is required to contribute; (c) a plan to which any Canadian Loan Party or any Subsidiary of a Canadian Loan Party was required to make contributions at any time during the five (5) calendar years preceding the date of this Agreement; or (d) any other plan with respect to which any Canadian Loan Party or any Subsidiary or Affiliate of a Canadian Loan Party has incurred or may incur liability, including contingent liability either to such plan or to any Person, administration or Governmental Authority, including the FSCO.

Canadian Prime Rate - on any day, the rate per annum equal to the higher of (a) the rate of interest quoted by Bank of America-Canada Branch for commercial demand loans made by it in Canada in Canadian Dollars and (b) the Canadian BA Rate for an Interest Period of 1-month beginning on such day plus 100 basis points. The “Canadian Prime Rate” is a rate set by Bank of America-Canada Branch based upon various factors including Bank of America-Canada Branch’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in the “Canadian Prime Rate” announced by the Canadian Agent shall take effect at the opening of business on the day specified by the Canadian Agent.

Canadian Prime Rate Loans - Canadian Revolver Loans bearing interest at the Canadian Prime Rate.

Canadian Priority Payables Reserves - reserves for amounts payable by the Canadian Loan Parties and secured by any Liens, choate or inchoate, which rank or which would reasonably be expected to rank in priority to or pari passu with the Applicable Agent’s Liens, including, without limitation, any such amounts due and not paid for wages, vacation pay, severance pay, amounts payable under the Wage Earner Protection Program Act (Canada), amounts due and not paid under any legislation relating to workers’ compensation or to employment insurance, all amounts deducted or withheld and not paid and remitted when due under the ITA, sales tax, goods and services tax, value added tax, harmonized sales tax, excise tax, tax payable pursuant to Part IX of the Excise Tax Act (Canada) or similar applicable provincial legislation, government royalties, amounts currently or past due and not paid for realty, municipal or similar taxes and all amounts currently or past due and not contributed, remitted or paid to any Canadian Plan or under the Canada Pension Plan, the Pension Benefits Act (Ontario), the Supplemental Pension Plans Act (Québec) or otherwise as required to be contributed pursuant to any Applicable Pension Legislation relating to Canadian Plans, or any similar statutory or other claims that would have or would reasonably be expected to have priority over or pari passu with any Liens granted to the Applicable Agent in the future.

Canadian Qualified Lender - a Person (a) that is not a non-resident of Canada for the purpose of the ITA, or (b) that is an “authorized foreign bank” as defined in Section 2 of the Bank Act (Canada), or (c) whose activities are not regulated by the Bank Act (Canada) and, in each case under clause (b) and (c) that is dealing at arms’ length from the Canadian Borrower within the meaning of the ITA.

Canadian Revolver Commitment - for any Canadian Lender, its obligation to make Canadian Revolver Loans and to participate in Canadian LC Obligations up to the maximum principal amount shown on Schedule 1.1(a) , or as specified hereafter in the most recent Assignment and Assumption Agreement to which it is a party (as such amount may be increased or decreased pursuant to the terms hereof). “ Canadian Revolver Commitments ” means the

aggregate amount of such commitments of all Canadian Lenders. On the Closing Date, the Canadian Revolver Commitments are Cdn. $115,000,000.

Canadian Revolver Excess Availability - as of any date of determination, an amount equal to the Canadian Borrowing Capacity, minus the Total Canadian Revolver Outstandings.

Canadian Revolver Loans - (a) a Loan made pursuant to Section 2.1.1(c) , (b) any Swingline Loan for the account of the Canadian Borrower, (c) any Overadvance Loan for the account of the Canadian Borrower deemed by the Canadian Agent to be a Canadian Revolver Loan or (d) any Protective Advance deemed by the Canadian Agent to be a Canadian Revolver Loan.

Canadian Revolver Note - a promissory note to be executed by the Canadian Borrower in favor of a Canadian Lender in the form of Exhibit B , which shall be in the amount of such Canadian Lender’s Canadian Revolver Commitment and shall evidence the Canadian Revolver Loans made by such Canadian Lender.

Canadian Revolver Overadvance - as defined in Section 2.1.4 .

Canadian Security Documents - the General Security Agreement and the deed of hypothec charging the universality of moveable property each granted by the Canadian Loan Parties in favor of the Canadian Agent, together with all security agreements, deeds of hypothec, pledge agreements, or other collateral security agreements, instruments or documents (including Lien Waivers, Lien Priority Agreements and estoppel letters) entered into or to be entered into by any Loan Party pursuant to which such Loan Party grants or perfects a security interest in its assets to the Canadian Agent, including, without limitation PPSA and UCC financing statements and certified statements issued by the Québec Register of Personal and Movable Real Rights, required to be executed or delivered pursuant to any Canadian Security Document.

Capital Adequacy Regulation - any law, rule, regulation, guideline, request or directive of any central bank or other Governmental Authority, whether or not having the force of law, regarding capital adequacy of a bank or any Person controlling a bank.

Capital Assets - fixed assets, both tangible (such as land, buildings, fixtures, machinery and equipment) and intangible (such as patents, copyrights, trademarks, franchises and goodwill); provided that Capital Assets shall not include any item customarily charged directly to expense or depreciated over a useful life of twelve (12) months or less in accordance with GAAP.

Capital Expenditures - amounts paid or Debt incurred by the Borrowers or any of their Subsidiaries in connection with (i) the purchase or lease by the Borrowers or any of their Subsidiaries of Capital Assets that would be required to be capitalized and shown on the balance sheet of such Person in accordance with GAAP or (ii) the lease of any assets by the Borrowers or any of their Subsidiaries as lessee under any synthetic lease to the extent that such assets would have been Capital Assets had the synthetic lease been treated for accounting purposes as a Capital Lease.

Capital Lease - any lease that is required to be capitalized for financial reporting purposes in accordance with GAAP.

Capital Stock - (a) in the case of a corporation, corporate stock; (b) in the case of an association or other business entity, any and all shares, interests, participations, rights or other

equivalents (however designated) of corporate stock; (c) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and (d) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

Cash Collateral - cash, and any interest or other income earned thereon, that is delivered to the Applicable Agent to Cash Collateralize any Obligations.

Cash Collateral Account - a demand deposit, money market or other account established by the Applicable Agent at Bank of America or its Affiliates or branches, which account shall be subject to such Agent’s first priority perfected Liens for the benefit of the Secured Parties.

Cash Collateralize - the delivery of cash to the Applicable Agent, as security for the payment of Obligations, in an amount equal to (a) with respect to US LC Obligations or Canadian LC Obligations, 105% of the aggregate US LC Obligations or Canadian LC Obligations, as the case may be, and (b) with respect to any inchoate, contingent or other Obligations (including Obligations arising under Bank Products), the Administrative Agent’s good faith estimate of the amount due or to become due, including all fees and other amounts relating to such Obligations. “ Cash Collateralization ” has a correlative meaning.

Cash Equivalents - (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States government or issued by any agency of the United States the obligations of which are backed by the full faith and credit of the United States, in each case maturing within 12 months of the date of acquisition; (b) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within 12 months after such date and having, at the time of acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from Moody’s; (c) certificates of deposit, time deposits and bankers’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by a commercial bank organized under (i) the laws of the United States or any state or district thereof or (ii) the laws of Canada or any province or territory thereof, in each case, rated A-1 (or better) by S&P or P-1 (or better) by Moody’s at the time of acquisition; (d) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) and (c) entered into with any bank meeting the qualifications specified in clause (c); (e) commercial paper rated A-1 (or better) by S&P or P-1 (or better) by Moody’s, and maturing within twelve months of the date of acquisition; and (f) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either Moody’s or S&P.

Cash Management Services - any services provided from time to time by any Agent, any Lender or any of its Affiliates or branches to any Borrower, any Guarantor or any Subsidiary in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automatic clearinghouse, controlled disbursement, depository, electronic funds transfer, information reporting, lockbox, stop payment, overdraft and/or wire transfer services.

CERCLA - the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq .).

CGS Canada - Cash, Gold & Silver Inc. - Or et Argent, Comptant Inc., a corporation incorporated under the laws of Canada.

Change of Control - at any time, the occurrence of one or more of the following events: (i) Birks shall cease to own directly or indirectly (A) at least fifty-one percent (51%) of the issued and outstanding Voting Stock of Mayor’s or (B) all of the economic and voting rights associated with all of the outstanding Capital Stock of any of its other Subsidiaries (other than Subsidiaries of Mayor’s, as to which clause (iii) below shall govern), (ii) Montrovest B.V. shall cease to own directly or indirectly at least fifty-one percent (51%) of the votes attaching to the Voting Stock of Birks, or (iii) Mayors shall cease to own directly or indirectly all of the economic and voting rights associated with all of the outstanding Capital Stock of any of its Subsidiaries.

Chattel Paper - as defined in the UCC.

Civil Code of Québec - the Civil Code of Québec as in effect from time to time.

Claims - as defined in Section 14.2 .

Closing Date - as defined in Section 6.1 .

Co-Collateral Agent Indemnitees - each Co-Collateral Agent and its officers, directors, employees, Affiliates, branches, agents, advisors and attorneys.

Co-Collateral Agent Rights Agreement - a letter agreement, dated the date hereof, by and among the Agents, the Co-Collateral Agents, certain Lenders and the Loan Parties.

Co-Collateral Agents - as defined in the preamble hereto.

Code - the Internal Revenue Code of 1986, as amended and in effect from time to time.

Collateral - all Property described in Section 7.1 , all Property described in any Security Document as security for any Obligations, and all other Property that now or hereafter secures (or is intended to secure) any Obligations.

Collateral Value Report - as defined in Section 10.1.1 .

Commercial Tort Claim - as defined in the UCC.

Commitments - collectively, the US Revolver Commitments and the Canadian Revolver Commitments.

Commitment Termination Date - the earliest to occur of (a) the Termination Date; (b) the date on which the Commitments are terminated pursuant to Section 2.2 ; or (c) the date on which the Commitments are terminated pursuant to Section 11.2 .

Compliance Certificate - a certificate, substantially in the form of Exhibit D hereto or such other form approved by the Administrative Agent and the Required Lenders, by which the Borrowers certify, among other things, the absence of Defaults or Events of Default or, to the extent either exist, describing the nature of such Default or Event of Default and the Borrowers’ plan to address such Default or Event of Default.

Concentration Accounts - collectively, the US Concentration Account and the Canadian Concentration Accounts.

Consolidated or consolidated - with reference to any term defined herein, shall mean that term as applied to the accounts of the Borrowers and their Subsidiaries, consolidated in accordance with GAAP.

Consolidated EBITDA - with respect to any fiscal period, an amount equal to the sum of (a) Consolidated Net Income of the Borrowers and their Subsidiaries for such fiscal period, plus (b) in each case to the extent deducted in the calculation of such Persons’ Consolidated Net Income and without duplication, (i) depreciation and amortization for such period, plus (ii) income tax expense for such period, plus (iii) Consolidated Total Interest Expense paid or accrued during such period, plus (iv) other noncash charges for such period, all as determined in accordance with GAAP.

Consolidated Fixed Charges - for any period of the Borrowers and their Subsidiaries, determined on a Consolidated basis, without duplication, the sum of (a) Consolidated Total Interest Expense accrued during such period, plus (b) all payments of principal made or required to be made with respect to Debt (other than (i) the Loans to the extent such payments do not permanently reduce the applicable Commitments and (ii) Management Debt to the extent such payments constitute an expense in the calculation of Consolidated Net Income) during such period, plus (c) to the extent not constituting Debt, all Restricted Junior Payments made or required to be made in cash during such period.

Consolidated Net Income (or Deficit) - the consolidated net income (or deficit) of the Borrowers and their Subsidiaries, after deduction of all expenses, Taxes, and other proper charges, determined in accordance with GAAP, after eliminating therefrom all extraordinary nonrecurring items of income.

Consolidated Total Interest Expense - for any period, the aggregate amount of interest required to be paid or accrued by the Borrowers and their Subsidiaries during such period on all Debt of the Borrowers and their Subsidiaries outstanding during all or any part of such period, whether such interest was or is required to be reflected as an item of expense or capitalized, including payments consisting of interest in respect of any Capital Lease or any synthetic lease, and including commitment fees, agency fees, facility fees, balance deficiency fees and similar fees or expenses in connection with the borrowing of money, but excluding amortization of closing fees and expenses, fees and expenses relating to collateral examinations and appraisals and normal ordinary course account maintenance fees.

Contingent Obligation - any obligation of a Person arising from a guaranty, indemnity or other assurance of payment or performance of any Debt, lease, dividend or other obligation (“ primary obligations ”) of another obligor (“ primary obligor ”) in any manner, whether directly or indirectly, including any obligation of such Person under any (a) guaranty, endorsement, co-making or sale with recourse of an obligation of a primary obligor; (b) obligation to make take-or-pay or similar payments regardless of nonperformance by any other party to an agreement; and (c) arrangement (i) to purchase any primary obligation or security therefor, (ii) to supply funds for the purchase or payment of any primary obligation, (iii) to maintain or assure working capital, equity capital, net worth or solvency of the primary obligor, (iv) to purchase Property or services for the purpose of assuring the ability of the primary obligor to perform a primary obligation, or (v) otherwise to assure or hold harmless the holder of any primary obligation against loss in respect thereof. The amount of any Contingent Obligation shall be deemed to be the stated or

determinable amount of the primary obligation (or, if less, the maximum amount for which such Person may be liable under the instrument evidencing the Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability with respect thereto.

Contractual Obligation - as applied to any Person, any provision of any security issued by that Person or of any indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject.

Cost - the calculated cost of purchases, based on GAAP, which practices are in effect on the date on which this Agreement was executed as such calculated cost is determined from: invoices received by the Borrowers, Henry U.S. or Mayor’s Florida, as applicable; the Borrowers’ purchase journal; or the Borrowers’ stock ledger. “Cost” does not include inventory capitalization costs or other non purchase price charges used in the Borrowers’ calculation of cost of goods sold but does include Freight Taxes and Duties. The Cost of Eligible Inventory will be determined in a manner consistent with the Borrowers’ then current tracking practices, based on the Borrowers’ stock ledger inventory.

Credit Card Agreement - as defined in Section 6.1(p) .

Customer Credit Liability - gift certificates, customer deposits, offsets, merchandise credits, layaway obligations, frequent shopping programs, and similar liabilities of the Borrowers and their Subsidiaries to their retail customers and prospective customers.

CWA - the Clean Water Act (33 U.S.C. §§ 1251 et seq .).

Damiani - Damiani International B.V. and its Affiliates.

Damiani Debt - all Debt owing to Damiani and its Affiliates under the Damiani Debt Documents (including, without limitation, Debt relating to consigned property delivered by Damiani to a Loan Party) and permitted pursuant to Section 10.2.1 .

Damiani Debt Documents - collectively, (i) the Damiani Distribution Agreement, (ii) the Damiani Security Agreements and (iii) any other security agreement or other agreement, document or instrument entered into by and among the Loan Parties and Damiani (for itself and on behalf of its Affiliates) in connection with the Damiani Distribution Agreement and/or the Damiani Security Agreements, provided that any such other security agreement, other agreement, document or instrument shall be subject to a Subordination Agreement in form, scope and substance satisfactory to the Agents and the Required Lenders.

Damiani Distribution Agreement - that certain Distribution Agreement dated as of September 26, 2009, by and among the Borrowers (for themselves and on behalf of the other Loan Parties) and Damiani (for itself and on behalf of its Affiliates).

Damiani Security Agreements - collectively, (i) the Security Agreement (U.S. Form - Blanket Lien on Assets) dated as of October 29, 2009 by and among the US Borrower and certain of its Subsidiaries and Damiani (for itself and on behalf of its Affiliates) and (ii) the General Security Agreement and Hypothec dated as of October 29, 2009 by and between the Canadian Borrower and Damiani (for itself and on behalf of its Affiliates).

Damiani Subordination Agreement - the Subordination Agreement, dated as of October 29, 2009, by and among the Loan Parties, Damiani (for itself and on behalf of its Affiliates), the Administrative Agent, the Canadian Agent and the Term Loan Agent.

Debt - as applied to any Person, without duplication, whether or not included as indebtedness or liabilities in accordance with GAAP (a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments whether or not representing obligations for borrowed money; (b) all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments; (c) net obligations of such Person under any Hedging Agreement; (d) all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business that are not more than 90 days past due); (e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse; (f) Capital Leases and synthetic lease obligations; (g) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any equity interest in such Person or any other Person, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and (h) all Contingent Obligations of such Person in respect of any of the foregoing. For all purposes hereof, (i) the Debt of any Person shall include the Debt of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Debt is expressly made non-recourse to such Person, and (ii) the Damiani Debt constitutes Debt hereunder.

Default - (a) an Event of Default or (b) any event or condition that, with the lapse of time or giving of notice, would constitute an Event of Default.

Default Rate - for any Obligation (including, to the extent permitted by law, interest not paid when due), 2% plus the interest rate otherwise applicable thereto.

Defaulting Lender - any Lender that (a) has failed to fund any portion of the Loans or any payment in respect of a US LC Obligation or Canadian LC Obligation required to be funded by it hereunder within one Business Day of the date required to be funded by it hereunder unless such failure has been cured, (b) has otherwise failed to pay over to any Agent or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due unless the subject of a good faith dispute or unless such failure has been cured, (c) has been deemed insolvent or become the subject of an Insolvency Proceeding, (d) with respect to which the Applicable Agent or any Issuing Bank has a good faith belief that such Lender has defaulted in fulfilling its obligations under one or more other syndicated credit facilities or (e) with respect to which an entity that controls such Lender has been deemed insolvent or become subject to an Insolvency Proceeding.

Deposit Account - as defined in the UCC. The term “Deposit Account” shall include, for the avoidance of doubt, any Concentration Account and any Dominion Account.

Deposit Account Bank - any financial institution selected or approved by the Administrative Agent in its sole discretion exercised reasonably.

Deposit Account Control Agreemen t - a letter agreement, in form and substance reasonably acceptable to the Applicable Agent, executed by the relevant Loan Party, the Applicable Agent, the relevant Deposit Account Bank and any other party thereto (if any).

Document - as defined in the UCC.

Documentary Letter of Credit Fee - as defined in Section 3.2.2 .

Dollar Equivalent - of any amount means, at the time of determination thereof, (a) if such amount is expressed in Dollars, such amount and (b) if such amount is denominated in any other currency, the equivalent of such amount in Dollars as determined by the Administrative Agent using the published spot rate as quoted by Bank of America or its branches or Affiliates to customers generally as its noon spot rate at which such currency is offered on such day for Dollars.

Dollars or $ - lawful money of the United States.

Domestic Subsidiary - any Subsidiary that is organized under the laws of any political subdivision of the United States.

Dominion Account - a Deposit Account subject to a Deposit Account Control Agreement.

Eligible Assignee - a Person that is (a) a Lender, an Affiliate of a Lender or Approved Fund; (b) any other financial institution approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) and, so long as no Event of Default has occurred and is continuing, (x) with respect to assignments of the US Revolver Commitments, the US Borrower and (y) with respect to assignments of the Canadian Revolver Commitments, the Canadian Borrower (which approval by such Borrower shall not be unreasonably withheld or delayed); and (c) during any Event of Default, any Person acceptable to the Administrative Agent in its discretion; provided that notwithstanding the foregoing, “Eligible Assignee” shall not include (i) any Loan Party or any Affiliate or Subsidiary of any Loan Party or (ii) a natural person. It is acknowledged and understood that either (i) the Administrative Agent or (ii) so long as no Event of Default has occurred and is continuing, the Canadian Borrower may, in its discretion, decline to give its approval to any Person as an assignee of any Canadian Lender if such Person is not a Canadian Qualified Lender.

Eligible Inventory - all Inventory of the Borrowers, Henry U.S. and Mayor’s Florida consisting of finished goods, work in progress and raw materials and component parts of Inventory, in all cases, at such locations, and of such types, character, qualities and quantities, as the Administrative Agent in its reasonable discretion from time to time determines to be acceptable for borrowing, as to which Inventory, the Applicable Agent has a perfected security interest which is prior and superior to all security interests, claims, and Liens.

Eligible Inventory Category - in respect of any Borrower, Henry U.S. or Mayor’s Florida, the categories of Eligible Inventory set forth below or such other categories as may be determined by the Agents from time to time in their reasonable discretion:


US Borrower, Henry U.S. and Mayor’s Florida Eligible Inventory Category		Canadian Borrower Eligible Inventory Category
	Basic Diamonds		Watches and Clocks
	Fashion Diamonds		Fine Jewelry
	Colored Stones		Bridal
	Pearls		Giftware
	Gold Jewelry		Loose Stones
	Estate Jewelry		Silver
	Rolex Watches		Gold
	Cartier Watches		Service
	Other Watches		Rolex Watches
	Giftware
	Loose Stones
	Parts

Eligible Major Credit Card Receivables - Accounts due to a Borrower, Henry U.S. or Mayor’s Florida on a non-recourse basis from Visa, Mastercard, American Express Co., Discovercard, Citibank, N.A., Wells Fargo (Canada), and VFC Inc. (a wholly owned subsidiary of TD Bank) and other major credit card processors reasonably acceptable to the Administrative Agent, as arise in the ordinary course of business and which have been earned by performance. Without limiting the foregoing, none of the following shall be deemed to be Eligible Credit Card Receivables:

(a) Accounts that have been outstanding for more than five (5) Business Days from the date of sale;

(b) Accounts with respect to which a Borrower, Henry U.S. or Mayor’s Florida, as applicable, does not have good, valid and marketable title thereto, free and clear of any Lien (other than Permitted Liens);

(c) Accounts that are not subject to a first priority Lien in favor of the Administrative Agent or the Canadian Agent, as applicable, for its benefit and the ratable benefit of the Secured Parties;

(d) Accounts which are disputed, are with recourse, or with respect to which a claim, counterclaim, offset or chargeback has been asserted (to the extent of such claim, counterclaim, offset or chargeback);

(e) Except as approved by the Agents, Accounts due from major credit card processors as to which the credit card processor has the right under certain circumstances to require a Borrower, Henry U.S. or Mayor’s Florida, as applicable, to repurchase the Accounts from such credit card processor but only to the extent of any such repurchase obligation;

(f) Accounts due from major credit card processors (other than Visa, Mastercard, American Express Co. and Discovercard) which the Administrative Agent determines in its commercially reasonable discretion acting in good faith to be unlikely to be collected; or

(g) Accounts due from major credit card processors as to which the credit card processor has not entered into a Credit Card Agreement or refused to accept a credit card notification letter from the applicable Agent.

Eligible Private Label and Corporate Accounts - Accounts due on the private label credit card programs and all Accounts due from corporate sales receivables and wholesale receivables, in each case, of the Borrowers, Henry U.S., Mayor’s Florida and CGS Canada, in each case, which are deemed in the reasonable discretion of the Administrative Agent to be eligible. The Administrative Agent shall act in good faith at all times when determining such eligibility.

Employee Benefit Plan - any employee benefit plan within the meaning of §3(3) of ERISA maintained or contributed to by the Borrowers or any ERISA Affiliate, other than a Guaranteed Pension Plan or a Multiemployer Plan.

Enforcement Action - any rightful action to enforce any Obligations or Loan Documents or to realize upon any Collateral (whether by judicial action, self-help, notification of Account Debtors, exercise of setoff or recoupment, or otherwise).

Environmental Agreement - each agreement of the Loan Parties with respect to any Real Estate subject to a Mortgage, pursuant to which the Loan Parties agree to indemnify and hold harmless the Agents and the Lenders from liability under any Environmental Laws, except for liability caused by any actions of the Agents or the Lenders which are in violation of the Environmental Laws.

Environmental Laws - all Applicable Laws (including all programs, permits and guidance promulgated by regulatory agencies), relating to public health (but excluding occupational safety and health, to the extent regulated by OSHA) or the protection or pollution of the environment, including CERCLA, RCRA and CWA.

Environmental Notice - a notice (whether written or oral) from any Governmental Authority or other Person of any possible noncompliance with, investigation of a possible violation of, litigation relating to, or potential fine or liability under any Environmental Law, or with respect to any Environmental Release, environmental pollution or hazardous materials, including any complaint, summons, citation, order, claim, demand or request for correction, remediation or otherwise.

Environmental Release - a release as defined in CERCLA or under any other Environmental Law.

Equipment - as defined in the UCC, including all machinery, apparatus, equipment, fittings, furniture, fixtures, motor vehicles and other tangible personal Property (other than Inventory), and all parts, accessories and special tools therefor, and accessions thereto and, in any event, including all such Person’s machinery and equipment, including processing equipment, conveyors, machine tools, data processing and computer equipment including embedded software and peripheral equipment and all engineering, processing and manufacturing equipment, office machinery, furniture, materials handling equipment, tools, attachments, accessories, automotive equipment, trailers, trucks, forklifts, molds, dies, stamps, motor vehicles, rolling stock and other equipment of every kind and nature, trade fixtures and fixtures not forming a part of real property, together with all additions and accessions thereto, replacements therefor, all parts therefor, all substitutes for any of the foregoing, fuel therefor, and all manuals, drawings, instructions, warranties and rights with respect thereto, and all products and proceeds thereof and condemnation awards and insurance proceeds with respect thereto.

ERISA - the Employee Retirement Income Security Act of 1974, as amended and in effect from time to time.

ERISA Affiliate - any Person which is treated as a single employer with the Borrowers under §414(b), (c), (m) and (o) of the Code.

ERISA Reportable Event - a reportable event with respect to a Guaranteed Pension Plan within the meaning of §4043 of ERISA and the regulations promulgated thereunder.

Event of Default - as defined in Section 11 .

Excluded Subsidiaries - the Persons listed on Schedule 1.1(b) hereto. For purposes of this Agreement, the Excluded Subsidiaries shall be deemed to be Affiliates of the Loan Parties.

Excluded Taxes - taxes, levies, imposts, deductions, charges or withholdings, including interest, penalties or additions thereto, and all related liabilities, imposed on or measured by net income or net profits of the relevant Lender or Agent, capital taxes or franchise taxes imposed pursuant to the laws of Canada (including any province or territory thereof), the United States of America or by the jurisdiction under the laws of which the Lender or Agent is organized, in which such person is resident for tax purposes or in which the principal office or applicable lending office of such Lender or Agent is located or in which it is otherwise deemed to be engaged in a trade or business for tax purposes or any subdivision thereof or therein, and any branch profits taxes imposed by the United States of America or any similar tax imposed by any jurisdiction on any Lender or Agent.

Exempt Deposit Accounts - a depository account maintained by any of the Borrowers, the only contents of which may be transfers from its operating account and actually used solely (a) for petty cash purposes; or (b) for payroll, payroll Taxes and deductions and other employee wages and benefit payments to or for the benefit of the Borrowers’ salaried and hourly employees.

Existing Credit Agreement - as defined in the preamble hereto.

Existing Lenders - as defined in the preamble hereto.

Existing Letters of Credit - those Letters of Credit issued by the Issuing Banks and described on Schedule 2.3.1 .

Extraordinary Expenses - all reasonable costs, expenses or advances that any Agent, any Co-Collateral Agent or any Lender may incur, whether prior to or during an Insolvency Proceeding of a Loan Party, including those relating to (a) any audit, inspection, repossession, storage, repair, appraisal, insurance, manufacture, preparation or advertising for sale, sale, collection, or other preservation of or realization upon any Collateral; (b) any action, arbitration or other proceeding (whether instituted by or against any Agent, any Lender, any Loan Party, any representative of creditors of a Loan Party or any other Person) in any way relating to any Collateral (including the validity, perfection, priority or avoidability of any Agent’s Liens with respect to any Collateral), Loan Documents or Obligations, including any lender liability or other Claims; (c) the exercise, protection or enforcement of any rights or remedies of any Agent or any Lender in, or the monitoring of, any Insolvency Proceeding; (d) settlement or satisfaction of any taxes, charges or Liens with respect to any Collateral; (e) any Enforcement Action; (f) negotiation and documentation of any amendment, modification, waiver, workout, restructuring or forbearance with respect to any Loan Documents or Obligations; or (g) Protective Advances. Such costs, expenses and advances include transfer fees, taxes, storage fees, insurance costs, permit fees, utility reservation and standby fees, legal fees, appraisal fees, brokers’ fees and commissions, auctioneers’ fees and commissions, accountants’ fees, environmental study fees, wages and salaries paid to employees of any Loan Party or independent contractors in liquidating any Collateral, and travel expenses.

Federal Funds Rate - for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent.

Fee Letters - (a) the fee letter agreement dated as of the Closing Date among the Administrative Agent, Bank of America, Wells Fargo Bank, National Association and the Borrowers and (b) the fee letter agreement dated as of the Closing Date between the Administrative Agent and the Borrowers.

Fiscal Quarter - each of the three month periods ending on the last Saturday of each of March, June, September and December of any year.

Fiscal Year - the twelve month period ending on the last Saturday of March of any year.

Fixed Charge Coverage Ratio - as at any date of determination, the ratio of (a) Consolidated EBITDA for the period of four consecutive Fiscal Quarters ending on such date, minus payments made in cash during such period in respect of Capital Expenditures incurred during such period or any previous period (other than that portion of such Capital Expenditures financed by lenders other than the Lenders hereunder), minus income taxes paid in cash with respect to such period to (b) Consolidated Fixed Charges for such period.

Fixtures - as such term is defined in the UCC, now owned or hereafter acquired by any Loan Party located at a parcel of Real Estate subject to a Mortgage.

FLSA - the Fair Labor Standards Act of 1938.

Foreign Lender - with respect to any Borrower, a Lender to such Borrower that is organized under the laws of a jurisdiction other than (i) a state of the United States or the District of Columbia, in the case of the US Borrower, or (ii) Canada or a province or territory thereof, or is otherwise not a Canadian Qualified Lender, in the case of the Canadian Borrower.

Freight Taxes and Duties - freight, Taxes and duties included in Inventory in accordance with GAAP.

Fronting Exposure - at any time there is a Defaulting Lender, (a) with respect to the Issuing Banks, such Defaulting Lender’s Pro Rata share of the outstanding Total LC Obligations other than Total LC Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Administrative Agent and the Canadian Agent in their capacities as lenders of Swingline Loans, such Defaulting Lender’s Pro Rata share of Swingline Loans other than Swingline Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

FSCO - the Financial Services Commission of Ontario and any Person succeeding to the functions thereof and includes the Superintendent under such statute and any other Governmental Authority empowered or created by the Supplemental Pension Plans Act (Québec) or the Pension Benefits Act (Ontario) or any Governmental Authority of any other Canadian jurisdiction exercising similar functions in respect of any Canadian Plan of any Loan Party or any Subsidiary or Affiliate of a Loan Party and any Governmental Authority succeeding to the functions thereof.

Full Payment - with respect to any Obligations, (a) the full and indefeasible cash payment thereof, including any interest, fees and other charges accruing during an Insolvency Proceeding (whether or not allowed in the proceeding); (b) if such Obligations are US LC Obligations, Canadian LC Obligations or inchoate or contingent in nature, Cash Collateralization thereof (or delivery of a standby letter of credit acceptable to the Applicable Agent in its discretion, in the amount of required Cash Collateral); and (c) a release of any Claims of the Loan Parties against the Agents, the Co-Collateral Agents, the Lenders and the Issuing Banks arising on or before the payment date. No Loans shall be deemed to have been paid in full until all Commitments related to such Loans have expired or been terminated.

GAAP - generally accepted accounting principles in the United States in effect from time to time.

General Intangibles - as defined in the UCC, including choses in action, causes of action, company or other business records, inventions, blueprints, designs, patents, patent applications, trademarks, trademark applications, trade names, trade secrets, service marks, goodwill, brand names, copyrights, registrations, licenses, franchises, customer lists, permits, tax refund claims, computer programs, operational manuals, internet addresses and domain names, insurance refunds and premium rebates, all rights to indemnification, and all other intangible Property of any kind.

General Security Agreement - the Amended and Restated General Security Agreement by each Loan Party in favor of the Canadian Agent, for the benefit of the Secured Parties.

Goods - as defined in the UCC.

Governmental Approvals - all authorizations, consents, approvals, licenses and exemptions of, registrations and filings with, and required reports to, all Governmental Authorities.

Governmental Authority - any federal, state, provincial, territorial, municipal, foreign or other governmental department, agency, commission, board, bureau, court, tribunal, instrumentality, political subdivision, or other entity or officer exercising executive, legislative, judicial, regulatory or administrative functions for or pertaining to any government or court, in each case whether associated with the United States, a state, district or territory thereof, Canada, a province or territory thereof, or a foreign entity or government.

Guaranteed Canadian Obligations - as defined in Section 7.7.1(b) .

Guaranteed Obligations - collectively, the Guaranteed Canadian Obligations and the Guaranteed US Obligations.

Guaranteed Pension Plan - any employee pension benefit plan within the meaning of §3(2) of ERISA maintained or contributed to by the Borrowers or any ERISA Affiliate the benefits of which are guaranteed on termination in full or in part by the PBGC pursuant to Title IV of ERISA, other than a Multiemployer Plan.

Guaranteed US Obligations - as defined in Section 7.7.1(a) .

Guarantors - each Borrower as set forth in Section 7.7 and each Subsidiary of a Borrower that has executed a Guaranty.

Guaranty - collectively, each guaranty of all or any portion of the Obligations executed by a Guarantor.

Hedging Agreement - an agreement relating to any swap, cap, floor, collar, option, forward, cross right or obligation, or combination thereof or similar transaction, with respect to interest rate, foreign exchange, currency, commodity, credit or equity risk.

Henry U.S. - Henry Birks & Sons U.S., Inc., a Delaware corporation, which effective as of July 31, 2009 changed its name to Cash, Gold & Silver USA, Inc.

Indemnitees - the Agent Indemnitees, Lender Indemnitees, the Issuing Bank Indemnitees, the Bank of America Indemnitees, the Co-Collateral Agent Indemnities and the Arranger Indemnitees.

Insolvency Proceeding - any case or proceeding commenced by or against a Person under any state, provincial, territorial, federal or foreign law for, or any agreement of such Person to, (a) the entry of an order for relief under the Bankruptcy Code, any Canadian Debtor Relief Law, or any other insolvency, debtor relief or debt adjustment law; (b) the appointment of a receiver, interim receiver, trustee, liquidator, administrator, conservator, monitor or other custodian for such Person or any part of its Property; or (c) an assignment or trust mortgage for the benefit of creditors.

Instrument - as defined in the UCC.

Intellectual Property - all intellectual and similar Property of a Person, including inventions, designs, patents, patent applications, copyrights, trademarks, service marks, trade names, trade secrets, confidential or proprietary information, customer lists, know-how, software and databases; all embodiments or fixations thereof and all related documentation, registrations and franchises; all books and records describing or used in connection with the foregoing; and all licenses or other rights to use any of the foregoing.

Intellectual Property Claim - any claim or assertion (whether in writing, by suit or otherwise) that any Loan Party’s or any Subsidiary’s ownership, use, marketing, sale or distribution of any Inventory, Equipment, Intellectual Property or other Property violates another Person’s Intellectual Property.

Intercompany Debt - unsecured Debt of any Loan Party owing to another Loan Party; provided that (i) all such Debt shall be evidenced by promissory notes and all such notes shall be subject to a Lien in favor of the Applicable Agent pursuant to the Security Documents, (ii) all such Debt shall be unsecured and subordinated in right of payment to the Full Payment of the Obligations pursuant to the terms of the applicable promissory notes or an intercompany subordination agreement that in each such case, is satisfactory to the Administrative Agent and the Required Lenders, and (iii) any payment by any such Loan Party to any other Loan Party under any guaranty of the Obligations or otherwise shall result in a pro tanto reduction of the amount of any Debt owed by such Loan Party to such other Loan Party for whose benefit such payment is made; provided , further , that under no circumstances shall any Debt owing by CGS Canada to any other Loan Party constitute Intercompany Debt hereunder.

Intercreditor Agreement - the Amended and Restated Intercreditor Agreement dated as of the Closing Date, by and among the Agents, the Term Loan Agent, the Co-Collateral Agents (as such term is defined in the Term Loan Agreement), and acknowledged by each Loan Party, as it may be amended, supplemented or otherwise modified from time to time.

Interest Coverage Ratio - as at any date of determination, the ratio of (a) Consolidated EBITDA for the period of four consecutive Fiscal Quarters ending on such date to (b) Consolidated Total Interest Expense for such period.

Interest Period - as defined in Section 3.1.3 .

Inventory - as defined in the UCC, including all goods intended for sale, lease, display or demonstration; all work in process; and all raw materials, and other materials and supplies of any kind that are or could be used in connection with the manufacture, printing, packing, shipping, advertising, sale, lease or furnishing of such goods, or otherwise used or consumed in such Person’s business (but excluding Equipment).

Inventory Reserves - such reserves as may be established from time to time by the Administrative Agent in the Administrative Agent’s reasonable discretion with respect to the determination of shrink, the saleability, at retail, of the Eligible Inventory, decreases in cumulative mark-ups from historical or industry norms, or which reflect such other factors as affect the market value of the Eligible Inventory.

Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor guarantees Debt of such other Person, or (d) other investment in a Person.

Investment Property - as defined in the UCC.

Issuing Bank - with respect to (a) the US Borrower, each of Bank of America and Wells Fargo Bank, National Association, in its capacity as issuer of Letters of Credit for the account or benefit of the US Borrower hereunder and, (b) the Canadian Borrower, each of Bank of America-Canada Branch and Wells Fargo Foothill Canada ULC, in its capacity as issuer of Letters of Credit for the account or benefit of the Canadian Borrower hereunder or, in each case, any permitted successor issuer of Letters of Credit hereunder and (c) such other financial institution designated in writing by the Administrative Agent in its reasonable discretion to issue one or more Letters of Credit hereunder for the Borrowers’ account.

Issuing Bank Indemnitees - the Issuing Banks and their officers, directors, employees, Affiliates, branches, agents, advisors and attorneys.

ITA - the Income Tax Act (Canada), as the same may be amended from time to time, and any regulation promulgated thereunder.

Joint Venture - a joint venture, partnership or other similar arrangement, whether in corporate, partnership or other legal form; provided that in no event shall any Subsidiary of any Person be considered to be a Joint Venture to which such Person is a party.

LC Application - an application by a Borrower to an Issuing Bank for issuance of a Letter of Credit, in form and substance reasonably satisfactory to such Issuing Bank.

LC Documents - all documents, instruments and agreements (including LC Requests and LC Applications) delivered by the Borrowers or any other Person to an Issuing Bank or Agents in connection with issuance, amendment or renewal of, or payment under, any Letter of Credit.

LC Guaranty - a guaranty issued by an Issuing Bank to another Person in connection with the issuance by such other Person of Letters of Credit hereunder.

LC Request - a request for issuance of a Letter of Credit, to be provided by a Borrower to an Issuing Bank, in form reasonably satisfactory to the Applicable Agent and such Issuing Bank.

Leasing Obligations - all obligations of the Loan Parties to the Secured Parties and any of their Affiliates or branches under a leasing arrangement for furniture, fixtures and equipment.

Lender Indemnitees - the Lenders and their officers, directors, employees, Affiliates, branches, agents, advisors and attorneys.

Lenders - as defined in the preamble to this Agreement, including the US Lenders, the Canadian Lenders, each Agent in its capacity as a provider of Swingline Loans, the Issuing Banks (unless the context otherwise requires) and any other Person who hereafter becomes a “Lender” pursuant to the terms hereof. For the purposes of the Other Agreements and the Security Documents, “Lenders” means and is deemed to include the Secured Parties.

Letter of Credit - any standby or documentary letter of credit (including the Existing Letters of Credit ) issued by an Issuing Bank for the account or benefit of a Borrower, or any indemnity, guarantee, exposure transmittal memorandum or similar form of credit support issued by the Applicable Agent or an Issuing Bank for the benefit of a Borrower.

Letter of Credit Fees - collectively, the Documentary Letter of Credit Fees and the Standby Letter of Credit Fees.

Letter-of-Credit Right - as defined in the UCC.

Letter of Credit Subline - $30,000,000.

LIBOR Loan - a Revolver Loan that bears interest at Adjusted LIBOR.

License - any license or agreement under which a Loan Party is authorized to use Intellectual Property in connection with any manufacture, marketing, distribution or disposition of Collateral, any use of Property or any other conduct of its business.

Licensor - any Person from whom a Loan Party obtains the right to use any Intellectual Property.

Lien - any Person’s interest in Property securing an obligation owed to, or a claim by, such Person, whether such interest is based on common law, statute or contract, including liens, security interests, pledges, hypothecations, prior claims, rights of retention, statutory trusts, deemed trusts, reservations, exceptions, encroachments, easements, servitudes, rights-of-way, covenants, conditions, restrictions, leases, leasings, conditional sales and other title exceptions and encumbrances affecting Property.

Lien Priority Agreement - an agreement, in form and substance reasonably satisfactory to the Applicable Agent and the Co-Collateral Agents, in respect of any Collateral located in the province of Québec, Canada on premises owned by a Person that is not a Loan Party (the “Owner”), to which a Loan Party has granted a hypothec to the Owner, which agreement shall provide, without limitation, that the Owner waives or subordinates or cedes priority of preference and rank in any Lien it may have on any part of the Collateral in favor of the Applicable Agent.

Lien Waiver - an agreement, in form and substance reasonably satisfactory to the Applicable Agent and the Co-Collateral Agents, by which (a) for any Collateral located on a leased or mortgaged premises, the lessor or mortgagee waives or subordinates any Lien it may have on the Collateral, and agrees to permit such Agent to gain access to and enter upon the premises and remove the Collateral or to use the premises to store or dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on the Collateral, agrees to hold any Documents in its possession relating to the Collateral as agent for the Applicable Agent, agrees to permit such Agent to gain access to and enter upon the premises and remove the Collateral or to use the premises to store or dispose of the Collateral and/or agrees to deliver the Collateral to such Agent upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges the Applicable Agent’s Lien, waives or subordinates any Lien it may have on the Collateral, and agrees to deliver the Collateral to such Agent upon request; and (d) for any Collateral subject to a Licensor’s Intellectual Property rights, the Licensor grants to the Applicable Agent the right, vis-à-vis such Licensor, to enforce such Agent’s Liens with respect to the Collateral, including the right to dispose of it with the benefit of the Intellectual

Property, whether or not a default exists under any applicable License, in each case, to the extent permitted by Applicable Law.

Loan - a US Revolver Loan or a Canadian Revolver Loan.

Loan Account - the loan account established by each Lender on its books pursuant to Section 5.7 .

Loan Documents - this Agreement, the Other Agreements and the Security Documents.

Loan Party - each Borrower and each Guarantor.

Loan to Value Reserve - as of the date of determination by the Administrative Agent, from time to time an amount equal to the greater of (i) $0; and (ii) the amount, if any, by which the outstanding amount of the Term Loans at such time exceeds the Dollar Equivalent of 18.5% of the Appraised Inventory Liquidation Value of each Eligible Inventory Category owned by the Borrowers, Henry U.S. and Mayor’s Florida at such time.

Management Agreement - that certain Amended and Restated Management Consulting Services Agreement, dated as of June 8, 2011, between the Canadian Borrower and Montrovest B.V., as such agreement may be amended from time to time in accordance with the terms hereof and the Management Subordination Agreement.

Management Debt - collectively, all obligations (including, without limitation, retainer fees and indemnification expenses) of the Borrowers to Montrovest B.V. pursuant to the Management Agreement.

Management Subordination Agreement - that certain Amended and Restated Management Subordination Agreement dated as of the Closing Date among the Canadian Borrower, Montrovest B.V., the Agents and the Term Loan Agent.

Margin Stock - as defined in Regulation U of the Board of Governors.

Material Adverse Effect - the effect of any event or circumstance that, taken alone or in conjunction with other events or circumstances, has or could be reasonably expected to have a material adverse effect on: (a) the business, operations, liabilities (actual or contingent), Properties, or condition (financial or otherwise) of the Loan Parties considered as a whole, or the value of the Collateral, taken as a whole, the enforceability of any Loan Documents, or on the validity or priority of the Applicable Agent’s Liens on any Collateral; (b) the ability of the Loan Parties taken as a whole to perform any obligations under the Loan Documents, including repayment of any Obligations; (c) the rights and remedies of the Agents or the Lenders under the Loan Documents or the ability of any Agent or any Lender to enforce or collect the Obligations or to realize upon the Collateral or (d) the legality, validity, binding effect or enforceability of any Loan Document against any Loan Parties which is a party to such Loan Document.

Material Contract - any agreement or arrangement to which any Loan Party or any of its Subsidiaries is party (other than the Loan Documents) (a) for which breach, termination, nonperformance or failure to renew could reasonably be expected to have a Material Adverse Effect or (b) that relates to Debt in an aggregate amount of the Dollar Equivalent of $2,500,000 or more. Notwithstanding anything to the contrary contained in this Agreement, the term “Material Contract” shall include, for all purposes, each of the following: (i) the Term Loan Documents

(and any refinancings, renewals or extensions thereof), (ii) the Quebec Subordinated Debt Documents, (iii) the Rolex Documents, (iv) the Montrovest Debt Documents, (v) the Damiani Debt Documents and (vi) any Additional Subordinated Debt Documents.

Mayor’s - Mayor’s Jewelers, Inc., a Delaware corporation.

Mayor’s Florida - Mayor’s Jewelers of Florida, Inc., a Florida corporation.

Montrovest Debt - all Debt owing to Montrovest B.V. under the Montrovest Debt Documents and permitted pursuant to Sections 10.2.1(j) and (l) .

Montrovest Debt Documents - collectively, (i) the Amended and Restated Cash Advance Agreement dated as of June 8, 2011 by and between the Canadian Borrower and Montrovest B.V., (ii) the Amended and Restated Cash Advance Agreement dated as of June 8, 2011 by and between the Canadian Borrower and Montrovest B.V., and (iii) any other loan agreement entered into by and between the Canadian Borrower and Montrovest B.V.; provided that any such other loan agreement shall be subject to a Subordination Agreement in form, scope and substance satisfactory to the Agents and the Required Lenders.

Montrovest Subordination Agreement - collectively, (i) Section 5.6 of the Montrovest Debt Documents referred to in clauses (i) and (ii) of the definition of “Montrovest Debt Documents”, and (ii) the Amended and Restated Postponement and Subordination Agreement, dated as of the Closing Date, among the Canadian Borrower, Montrovest B.V., the Administrative Agent, the Canadian Agent and the Term Loan Agent.

Moody’s - Moody’s Investors Service, Inc., and its successors.

Mortgage - each mortgage, deed of trust, deed of hypothec, or deed to secure debt pursuant to which a Loan Party grants to the Applicable Agent, for the benefit of the Secured Parties, Liens upon the Real Estate interests (fee, leasehold or otherwise) then held by any Loan Party, as security for the Obligations.

Multiemployer Plan - any multiemployer plan within the meaning of §3(37) of ERISA maintained or contributed to by the Borrowers or any ERISA Affiliate and subject to Title IV of ERISA.

Non-Canadian Loan Party - any Loan Party that is not a Canadian Loan Party.

Non-Extension Notice Date - as defined in Section 2.3.1(g) .

Non-Reinstatement Deadline - as defined in Section 2.3.1(h) .

Notes - each US Revolver Note, Canadian Revolver Note or other promissory note executed by a Borrower to evidence any Obligations.

Notice of Borrowing - a Notice of Borrowing to be provided by a Borrower to request the funding of a Borrowing of Loans, in form reasonably satisfactory to the Applicable Agent.

Notice of Conversion/Continuation - a Notice of Conversion/Continuation to be provided by a Borrower to request a conversion or continuation of any Loans as LIBOR Loans or Canadian BA Rate Loans, as applicable, in form satisfactory to the Applicable Agent.

Obligations - all (a) principal of and premium, if any, on the Loans, (b) US LC Obligations, Canadian LC Obligations and other obligations of the Loan Parties with respect to Letters of Credit, (c) interest, expenses, fees and other sums payable by the Loan Parties under the Loan Documents, (d) obligations of the Loan Parties under any indemnity for Claims, (e) Extraordinary Expenses, (f) Bank Product Debt, and (g) other Debts, obligations and liabilities of any kind owing by the Loan Parties pursuant to the Loan Documents, in each case, whether now existing or hereafter arising, whether evidenced by a note or other writing, whether or not allowed in any Insolvency Proceeding, whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, or joint or several.

Ordinary Course of Business - the ordinary course of business of the Borrowers, the Guarantors or any of their Subsidiaries, consistent with past practices and undertaken in good faith.

Organizational Documents - with respect to any Person, its charter, certificate or articles of incorporation, bylaws, articles of organization, limited liability agreement, operating agreement, members agreement, shareholders agreement, partnership agreement, certificate of partnership, certificate of formation, voting trust agreement, or similar agreement or instrument governing the formation, organization or operation of such Person.

OSHA - the Occupational Safety and Hazard Act of 1970.

Other Agreements - each Note, LC Document, LC Guaranty, Fee Letter, Intercreditor Agreement, Subordination Agreement, Related Real Estate Document, Borrowing Base Certificate, Compliance Certificate, Post-Closing Agreement, Co-Collateral Agent Rights Agreement, financial statement or report delivered hereunder, together with each other document, instrument or agreement (other than this Agreement or a Security Document) now or hereafter delivered by a Loan Party or other Person to an Agent or a Lender in connection with any transactions relating hereto.

Overadvance Loan - a (a) Base Rate Loan made to the US Borrower, or the issuance, extension or amendment of a Letter of Credit to the US Borrower, when a US Revolver Overadvance exists or is caused by such credit extension or (b) Canadian Prime Rate Loan or Base Rate Loan made to the Canadian Borrower, or the issuance, extension or amendment of a Letter of Credit to the Canadian Borrower, when a Canadian Revolver Overadvance exists or is caused by such credit extension.

Participant - as defined in Section 13.5 .

Patriot Act - the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. No. 107-56, 115 Stat. 272 (2001).

Patent Security Agreement - the Patent Collateral Assignment and Security Agreement among the Loan Parties and the Administrative Agent.

Payment Intangible - as defined in the UCC.

Payment Item - cash and each check, draft, credit card slip, receipt, note, instrument and any other item of payment payable to a Borrower, including those constituting proceeds of any Collateral.

PBGC - the Pension Benefit Guaranty Corporation created by Section 4002 of ERISA and any successor entity or entities having similar responsibilities.

Pension Funding Rules - the rules of the Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Guaranteed Pension Plans and set forth in, with respect to plan years ending prior to the effective date as to such Guaranteed Pension Plan of the Pension Protection Act of 2006, §412 of the Code and §302 of ERISA each as in effect prior to the Pension Protection Act of 2006 and, thereafter, §412 and §430 of the Code and §302 and §303 of ERISA.

Permitted Lien - as defined in Section 10.2.2 .

Permitted Store Closings - the closing of (a) five (5) retail locations of the Loan Parties in the aggregate in any calendar year, (b) five (5) temporary retail locations, to the extent opened by the Loan Parties and closed within six (6) months of such opening, in the aggregate in any calendar year and (c) the retail locations listed on Schedule 1.1(c) .

Person - any individual, corporation, limited or unlimited liability company, partnership, joint venture, joint stock company, land trust, business trust, unincorporated organization, Governmental Authority or other entity.

Post-Closing Agreement - that certain Post-Closing Agreement dated as of the Closing Date and entered into by and among the Loan Parties and the Agents, in form, scope and substance satisfactory to the Administrative Agent and the Required Lenders.

PPSA - the Personal Property Security Act (Ontario) (or any successor statute) or similar legislation of any other Canadian jurisdiction, including, without limitation, the Civil Code of Québec, the laws of which are required by such legislation to be applied in connection with the issue, perfection, enforcement, opposability, enforceability, validity or effect of security interests or hypothecs.

Private Label Accounts - Accounts due on the Borrowers’ private label credit card programs.

Properly Contested - with respect to any obligation of any Loan Party, (a) the obligation is subject to a bona fide dispute regarding amount or such Loan Party’s liability to pay; (b) the obligation is being properly contested in good faith by appropriate proceedings promptly instituted and diligently pursued; (c) appropriate reserves have been established in accordance with GAAP; (d) no Lien is imposed on assets of such Loan Party, unless bonded and stayed to the satisfaction of the Agents; and (f) if the obligation results from entry of a judgment or other order, such judgment or order is stayed pending appeal or other judicial review.

Property - any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

Pro Rata - (a) with respect to any US Lender, a percentage (expressed as a decimal, rounded to the fourth decimal place) determined (i) while the US Revolver Commitments are

outstanding, by dividing the amount of such US Lender’s US Revolver Commitment by the aggregate amount of all US Revolver Commitments; and (ii) at any other time, by dividing the amount of such US Lender’s US Revolver Loans and US LC Obligations by the aggregate amount of all outstanding US Revolver Loans and US LC Obligations, and (b) with respect to any Canadian Lender, a percentage (expressed as a decimal, rounded to the fourth decimal place) determined (i) while the Canadian Revolver Commitments are outstanding, by dividing the amount of such Canadian Lender’s Canadian Revolver Commitment by the aggregate amount of all Canadian Revolver Commitments; and (ii) at any other time, by dividing the amount of such Canadian Lender’s Canadian Revolver Loans and Canadian LC Obligations by the aggregate amount of all outstanding Canadian Revolver Loans and Canadian LC Obligations.

Protective Advances - as defined in Section 2.1.4 .

Quebec Subordinated Debt - collectively, (i) all Debt owing to Investissement Québec (successor in interest to La Financière du Québec by virtue of decree 315-2004) under the Quebec Subordinated Debt Documents in the original aggregate maximum principal amount of Cdn. $12,900,000, of which a balance in the aggregate principal amount not to exceed Cdn. $12,000,000 remains outstanding as of the Closing Date, and subject to the Quebec Subordination Agreements and (ii) all other Debt owing to Investissement Québec under the Quebec Subordinated Debt Documents, which Debt shall be expressly subordinate to Full Payment of the Obligations pursuant to the Quebec Subordination Agreements.

Quebec Subordinated Debt Documents - collectively, (i) that certain Offre de Prêt (Loan Offer) from Investissement Québec to the Canadian Borrower on October 6, 2008, in respect of a term loan in the original maximum principal amount of Cdn. $2,900,000, and all security and other accessory documents or instruments thereto at any time, and subject at all times to the Quebec Subordination Agreements, (ii) that certain Offre de Prêt (Loan Offer) from Investissement Québec to the Canadian Borrower on February 20, 2009, in respect of a term loan in the original maximum principal amount of Cdn. $10,000,000, and all security and other accessory documents or instruments thereto at any time, and subject at all times to the Quebec Subordination Agreements, and (iii) all other agreements, documents and instruments evidencing all or any portion of the Quebec Subordinated Debt, and subject at all times to the Quebec Subordination Agreements.

Quebec Subordination Agreements - collectively, (i) that certain Cession de Rang (Subordination) dated as of April 27, 2006, by Investissement Québec in favor of the Canadian Agent, (ii) that certain Subordination and Postponement Agreement dated as of February 19, 2009, by and among Investissement Québec, the Canadian Agent, the Term Loan Agent and the Canadian Borrower and (iii) that certain Cession de Rang (Subordination) dated as of March 5, 2009, by and among Investissement Québec, the Canadian Agent, the Term Loan Agent and the Canadian Borrower.

RCRA - the Resource Conservation and Recovery Act (42 U.S.C. §§ 6991-6991i).

Real Estate - all right, title and interest (whether as owner, lessor or lessee) in any real Property or any buildings, structures, parking areas or other improvements thereon.

Reimbursement Date - as defined in Section 2.3.2 .

Related Parties - with respect to any Person, such Person’s Affiliates and branches and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates and branches.

Related Real Estate Documents - with respect to any Real Estate subject to a Mortgage entered into by any Loan Party, the following, in form and substance reasonably satisfactory to the Applicable Agent and the Co-Collateral Agents and, in the case of a Mortgage entered into by any Loan Party after the date hereof, received by the Administrative Agent for review at least 15 days prior to the effective date of the Mortgage (or such shorter length of time acceptable to the Administrative Agent in its reasonable discretion): (a) a mortgagee title policy (or binder therefor) covering the Applicable Agent’s interest under the Mortgage, in a form and amount and by an insurer reasonably acceptable to the Applicable Agent and the Co-Collateral Agents, which must be fully paid on such effective date; (b) such assignments of leases, rents, estoppel letters, attornment agreements, consents, waivers and releases as the Administrative Agent or any Co-Collateral Agent may require with respect to other Persons having an interest in the Real Estate; (c) if otherwise in the possession of a Loan Party, a current, as-built survey of the Real Estate, containing a metes-and-bounds property description and flood plain certification, and certified by a licensed surveyor reasonably acceptable to the Administrative Agent and the Co-Collateral Agents; (d) flood insurance in an amount, with endorsements and by an insurer reasonably acceptable to the Applicable Agent and the Co-Collateral Agents, if the Real Estate is within a flood plain; (e) a current appraisal of the Real Estate, prepared by an appraiser reasonably acceptable to the Applicable Agent; (f) a Phase I (and to the extent appropriate, Phase II) environmental assessment report, prepared by an environmental consulting firm reasonably satisfactory to the Applicable Agent, and accompanied by such reports, certificates, studies or data as the Applicable Agent or any Co-Collateral Agent may reasonably require, which shall all be in form and substance reasonably satisfactory to the Applicable Agent and the Co-Collateral Agents; and (g) an Environmental Agreement and such other documents, instruments or agreements as the Applicable Agent or any Co-Collateral Agent may reasonably require with respect to any environmental risks regarding the Real Estate.

Rent and Charges Reserve - the aggregate of (a) all past due rent and other amounts owing by a Loan Party to any landlord, warehouseman, processor, repairman, mechanic, shipper, freight forwarder or other Person who possesses any Collateral or could assert a Lien on any Collateral; (b) in the case of Inventory located at a leased premise for which a Lien Waiver has not been executed, an amount equal to up to two (2) months’ rent, (c) in the case of Inventory located at premises located in the province of Québec, Canada for which a Lien Waiver or Lien Priority Agreement has not been executed, an Availability Reserve reasonably determined by the Administrative Agent as its good faith estimate of claims in respect of registered hypothecs that have priority over the Lien of the Applicable Agent in any of the Collateral shall have been established with respect thereto; and (d) in the case of Inventory located, stored, used or held at the premises of a third party for which a Lien Waiver has not been executed, an amount equal to up to two (2) months’ rent.

Report - as defined in Section 12.2.3 .

Required Canadian Lenders - as of any date, so long as there are at least two Canadian Lenders, at least two Canadian Lenders (subject to Section 4.2 ) whose aggregate Canadian Revolver Commitments constitute at least fifty-one percent (51%) of the sum of the Canadian Revolver Commitments, and if the Canadian Revolver Commitments have been terminated, so long as there are at least two Canadian Lenders, at least two Canadian Lenders (subject to Section 4.2 ) holding at least fifty-one percent (51%) of the outstanding principal amount of the Canadian

Revolver Loans and Canadian LC Obligations on such date; provided that the Canadian Revolver Commitments of, and the portion of the Canadian Revolver Loans and Canadian LC Obligations held or deemed held by any Defaulting Lender shall be excluded for purposes of making a determination of Required Canadian Lenders.

Required Lenders - as of any date, the Required Canadian Lenders and the Required US Lenders; provided that, subject to Section 4.2, if (a) Bank of America (which, for the purposes of this definition, shall include its branches and Affiliates) holds at least 37.5% of the sum of the Total Revolver Commitments, or if the Total Revolver Commitments have been terminated, holds at least 37.5% of the outstanding principal amount of the Total Revolver Outstandings, then Bank of America shall be a Required Lender and (b) Wells Fargo Bank, National Association (which, for the purposes of this definition, shall include its branches and Affiliates) holds at least 37.5% of the sum of the Total Revolver Commitments, or if the Total Revolver Commitments have been terminated, holds at least 37.5% of the outstanding principal amount of the Total Revolver Outstandings, then Wells Fargo Bank, National Association shall be a Required Lender.

Required US Lenders - as of any date, so long as there are at least two Required US Lenders, at least two US Lenders (subject to Section 4.2 ) whose aggregate US Revolver Commitments constitute at least fifty-one percent (51%) of the sum of the US Revolver Commitments, and if the US Revolver Commitments have been terminated, so long as there are at least two Required US Lender, at least two US Lenders (subject to Section 4.2 ) holding at least fifty-one percent (51%) of the outstanding principal amount of the US Revolver Loans and US LC Obligations on such date; provided that the US Revolver Commitments of, and the portion of the US Revolver Loans and US LC Obligations held or deemed held by any Defaulting Lender shall be excluded for purposes of making a determination of Required US Lenders.

Restricted Junior Payment - (i) any dividend or other distribution, direct or indirect, on account of any shares of any class of Capital Stock of the Borrowers or any Subsidiary now or hereafter outstanding, except a dividend payable solely in shares of that class of Capital Stock to the holders of that class; (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of Capital Stock of the Borrowers or any Subsidiary now or hereafter outstanding; (iii) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of Capital Stock of the Borrowers now or hereafter outstanding; (iv) any payment or prepayment of Debt by the Loan Parties or their Subsidiaries to any Excluded Subsidiary; (v) any payment or prepayment of Debt by the Loan Parties or their Subsidiaries to the Loan Parties’ or any Subsidiary’s shareholders (or other equity holders); (vi) derivatives or other transactions with any financial institution, commodities or stock exchange or clearinghouse (a “ Derivatives Counterparty ”) obligating the Borrowers or any Subsidiary to make payments to such Derivatives Counterparty as a result of any change in market value of any Capital Stock of the Borrowers or such Subsidiary; or (vii) any payments on account of management, consulting or similar fees or any success fees (including, without limitation, the Management Debt) to (A) an equity holder of any Loan Party, which equity holder owns directly or indirectly at least fifty-one percent (51%) of the Voting Stock of such Loan Party (“ Majority Holder ”), (B) an Affiliate of any Loan Party, or (C) an Affiliate of any Majority Holder of a Loan Party.

Revolver Commitment Increase Effective Date - as defined in Section 2.5.4 .

Revolver Excess Availability - as of any date of determination, an amount equal to the lesser of (a) the sum of (i) the US Revolver Excess Availability plus (ii) the Dollar Equivalent of

the Canadian Revolver Excess Availability and (b) an amount equal to the Total Revolver Commitments minus the Total Revolver Outstandings.

Revolver Lenders - as of any date, any Lender that has a US Revolver Commitment or a Canadian Revolver Commitment on such date.

Revolver Loans - collectively, Canadian Revolver Loans and US Revolver Loans.

Rolex Canada Collateral - Collateral of any Canadian Loan Party consisting of Rolex, Tudor and Cellini watches, watchbands, parts and other accessories now or hereafter sold by Rolex Canada Ltd. to such Canadian Loan Party, and all other new Rolex, Tudor and Cellini watches, watch bands, parts and other accessories hereinafter held by such Canadian Loan Party and all cash proceeds of any of the foregoing, including insurance proceeds (but specifically excluding accounts receivable), together with all rights and property of every kind at any time in the possession or control of Rolex Canada Ltd., or any of its agents, or in transit to it, belonging to, for the account of, or subject to the order of such Canadian Loan Party.

Rolex Canada Documents - collectively, (i) the Official Rolex Jeweller Agreement dated as of March 18, 2011 between Rolex Canada Ltd. and the Canadian Borrower, and (ii) the Rolex Canada Security Agreement.

Rolex Canada Liens - Liens on the Rolex Canada Collateral granted in favor of Rolex Canada Ltd. pursuant to the Rolex Canada Security Agreement to the extent that such Liens are junior and subordinate to the Liens securing the Obligations on terms and conditions satisfactory to the Administrative Agent and the Required Lenders.

Rolex Canada Security Agreement - collectively, all security agreements, if any, entered into between the Canadian Borrower and Rolex Canada Ltd. pursuant to Section 3.04 of the Rolex Canada Document described in clause (i) of the definition thereof, which security agreements shall be on terms and conditions satisfactory to the Agents and the Required Lenders.

Rolex Canada Subordination Agreement - the subordination provisions of the Rolex Canada Security Agreement, which shall be on terms and conditions satisfactory to the Agents and the Required Lenders, and affirmed by Rolex Canada Ltd. pursuant to an acknowledgement letter in form and substance satisfactory to the Administrative Agent and the Required Lenders, and addressed to the Administrative Agent and the Canadian Agent from Rolex Canada Ltd. and acknowledged by the Canadian Borrower.

Rolex Documents - collectively, the Rolex Canada Documents and the Rolex USA Documents.

Rolex Liens - collectively, the Rolex Canada Liens and the Rolex USA Liens.

Rolex Subordination Agreements - collectively, the Rolex Canada Subordination Agreement and the Rolex USA Subordination Agreement.

Rolex USA Collateral - Collateral of any US Loan Party consisting of Rolex, Tudor and Cellini watches, watchbands, parts and other accessories now or hereafter sold by Rolex Watch U.S.A., Inc. to such US Loan Party, and all other new Rolex, Tudor and Cellini watches, watch bands, parts and other accessories hereinafter held by such US Loan Party and all cash proceeds of any of the foregoing, including insurance proceeds (but specifically excluding accounts

receivable), together with all rights and property of every kind at any time in the possession or control of Rolex Watch U.S.A., Inc. or any of its agents, or in transit to it, belonging to, for the account of, or subject to the order of such US Loan Party.

Rolex USA Documents - collectively, (i) the Rolex Store Sales Agreement and the Approved Location Sales Agreement, each dated as of August 1, 2010 between Rolex Watch U.S.A., Inc. and Mayor’s Florida (as amended and in effect on the Closing Date), and (ii) the Rolex USA Security Agreement.

Rolex USA Liens - Liens on the Rolex USA Collateral granted in favor of Rolex Watch U.S.A., Inc. pursuant to the Rolex USA Security Agreement to the extent that such Liens are junior and subordinate to the Liens securing the Obligations on terms and conditions satisfactory to the Administrative Agent and the Required Lenders.

Rolex USA Security Agreement - that certain Security Agreement dated as of July 29, 1998 between Mayor’s Florida and Rolex Watch U.S.A., Inc., as amended by Amendment No. 1 to Security Agreement dated as of May 22, 2002 and as further amended by Amendment No. 2 to Security Agreement dated as of December 17, 2008.

S&P - Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and its successors.

Sarbanes-Oxley - the Sarbanes-Oxley Act of 2002.

Seasonal Availability Block - as of any date of calculation during the periods set forth below, the following amounts (the “ Seasonal Availability Amount ”):


Period	Seasonal Availability Amount
from and after December 20 of each year through and including January 20 of the immediately succeeding year	$	12,500,000.00
from and after January 21 through and including February 10 of each year	$	5,000,000.00
from and after February 11 through and including December 19 of each year	$	0

provided , that notwithstanding anything to the contrary, if an Event of Default shall have occurred at any time from and after December 20 of any year through and including February 10 of the immediately succeeding year, the Seasonal Availability Block shall be the Seasonal Availability Amount in effect as of the occurrence of such Event of Default at all times for the period commencing on the occurrence of such Event of Default and continuing until such time as the Required Lenders shall have waived such Event of Default in accordance with the terms hereof (except that from and after December 20 of each year through and including January 20 of the immediately succeeding year, the Seasonal Availability Block shall be $12,500,000.00).

Secured Parties - the Administrative Agent, the Canadian Agent, the Co-Collateral Agents, the Issuing Banks, the Lenders and the providers of Bank Products.

Security Documents - this Agreement, each Guaranty, the Trademark Assignments, the Patent Security Agreement, the Stock Pledge Agreements, the Canadian Security Documents, and the Deposit Account Control Agreements, together with all security agreements, deeds of hypothec, pledge agreements, Mortgages or other collateral security agreements, instruments or documents (including Lien Waivers and Lien Priority Agreements) entered into or to be entered into by any Person pursuant to which such Person grants or perfects a security interest in its assets to any Agent in order to secure any of the Obligations, including, without limitation PPSA and UCC financing statements and certified statements issued by the Québec Register of Personal and Movable Real Rights, required to be executed or delivered pursuant to any Security Document.

Senior Officer - the chairman of the board, president, chief executive officer, treasurer or chief financial officer of a Borrower or, if the context requires, a Loan Party.

Settlement Report - a report delivered by the Administrative Agent to the Lenders summarizing the Loans and participations in US LC Obligations and Canadian LC Obligations outstanding as of a given settlement date, allocated to the Lenders on a Pro Rata basis in accordance with their Commitments under the relevant facilities.

Software - as defined in the UCC.

Solidary Claim - as defined in Section 12.1.1(c) .

Solvent - as to any Person, such Person (a) owns Property whose Fair Salable Value is greater than the amount required to pay all of its debts (including contingent, subordinated, unmatured and unliquidated liabilities); (b) owns Property whose present Fair Salable Value (as defined below) is greater than the probable total liabilities (including contingent, subordinated, unmatured and unliquidated liabilities) of such Person as they become absolute and matured; (c) is able to pay all of its debts as they mature; (d) has capital that is not unreasonably small for its business and is sufficient to carry on its business and transactions and all business and transactions in which it is about to engage; (e) is not “insolvent” within the meaning of Section 101(32) of the Bankruptcy Code (or, with respect to the Canadian Borrower or any Canadian Guarantor, is not an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada)); and (f) has not incurred (by way of assumption or otherwise) any obligations or liabilities (contingent or otherwise) under any Loan Documents, or made any conveyance in connection therewith, with actual intent to hinder, delay or defraud either present or future creditors of such Person or any of its Affiliates. “ Fair Salable Value ” means the amount that could be obtained for assets within a reasonable time, either through collection or through sale under ordinary selling conditions by a capable and diligent seller to an interested buyer who is willing (but under no compulsion) to purchase.

Standby Letter of Credit Fee - as defined in Section 3.2.2 .

Stock Pledge Agreements - collectively, (i) the Second Amended and Restated Stock Pledge Agreement among the US Borrower, certain of the Guarantors and the Administrative Agent and (ii) the Amended and Restated Pledge Agreement among the Canadian Borrower, certain of the Guarantors and the Canadian Agent.

Subordinated Debt - collectively, the Management Debt, the Quebec Subordinated Debt, the Montrovest Debt, the Damiani Debt and any Additional Subordinated Debt.

Subordination Agreements - collectively, the Management Subordination Agreement, the Quebec Subordination Agreements, the Rolex Subordination Agreements, the Montrovest Subordination Agreement, the Damiani Subordination Agreement and any other subordination agreement entered into by or among any Loan Party, any subordinated creditor and the Agents, in form, scope and substance satisfactory to the Agents and the Required Lenders.

Subsidiary - of a Person means a corporation, partnership, joint venture, limited or unlimited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to any Subsidiary or Subsidiaries of any Borrower. None of the Excluded Subsidiaries shall be a “Subsidiary” for purposes hereof.

Supporting Obligation - as defined in the UCC.

Swingline Lender - with respect to (a) US Revolver Loans, the Administrative Agent as provider of Swingline Loans and (b) Canadian Revolver Loans, the Canadian Agent as provider of Swingline Loans.

Swingline Loan - any Borrowing (a) by the US Borrower of Base Rate Loans funded with the Administrative Agent’s funds, until such Borrowing is settled among the US Lenders pursuant to Section 4.1.3 and (b) by the Canadian Borrower of Base Rate Loans or Canadian Prime Rate Loans funded with the Canadian Agent’s funds, until such Borrowing is settled among the Canadian Lenders pursuant to Section 4.1.3 .

Swingline Loan Subline - $10,000,000.

Taxes - any taxes, levies, imposts, duties, fees, assessments, deductions, withholdings or other charges of whatever nature, including income, receipts, excise, property, sales, harmonized sales, goods and services, use, transfer, license, payroll, withholding, social security, franchise, intangibles, mortgage, documentary, stamp or recording taxes imposed by any Governmental Authority, and all interest, penalties and similar liabilities relating thereto. For greater certainty, Taxes shall include all Taxes imposed pursuant to Part XIII of the ITA or any successor provisions thereto.

Term Loan - the term loan provided to the US Borrower and the Canadian Borrower by the Term Loan Lenders under the Term Loan Documents.

Term Loan Agent - GB Merchant Partners, LLC.

Term Loan Agreement - the Amended and Restated Term Loan and Security Agreement dated as of the Closing Date by and among the Loan Parties, the Term Loan Lenders, the Term Loan Agent and the Co-Collateral Agents (as defined therein), as amended from time to time to the extent permitted hereunder and in accordance with the Intercreditor Agreement.

Term Loan Borrowing Capacity - at any time, an amount equal to (a) the sum of (i) 103.5% of the Appraised Inventory Liquidation Value of each Eligible Inventory Category; plus (ii) 90% of the Appraised A/R Liquidation Value of Eligible Private Label and Corporate Accounts; plus (iii) 90% of the Eligible Major Credit Card Receivables; minus (and without any duplication of Availability Reserves imposed hereunder) (b) the sum of (i) the Availability Reserves, (ii) the Availability Block, (iii) the Seasonal Availability Block and (iv) the Term Loan Discretionary Reserve.

Term Loan Debt - all Debt owing to the Term Loan Lenders under the Term Loan Documents.

Term Loan Discretionary Reserve - an availability reserve in an aggregate amount not to exceed five percent (5%) of the Term Loan Borrowing Capacity at any time (calculated without giving effect to the Term Loan Discretionary Reserve) imposed by the Administrative Agent at the written direction of the Term Loan Agent, which reserve is deemed appropriate in the Term Loan Agent’s reasonable discretion (without limiting the generality of this definition, including any such reserve that (x) ensures that the Loan Parties maintain adequate liquidity for the operation of their business, (y) covers any deterioration in the amount or value of the Collateral and (z) reflects impediments to the Term Loan Agent’s ability to realize upon the Collateral, shall, in each case, be deemed to be a reasonable exercise of the Term Loan Agent’s discretion), upon one Business Day’s prior written notice from the Term Loan Agent to the Administrative Agent. Any such written direction letter shall identify the amount of the “Term Loan Discretionary Reserve” to be imposed, reference the Intercreditor Agreement and indicate that it is a “Term Loan Discretionary Reserve Direction Notice”.

Term Loan Documents - the “Loan Documents” under and as defined in the Term Loan Agreement.

Term Loan Lenders - the agents and the lenders under the Term Loan Agreement and the other Term Loan Documents.

Termination Date - June 8, 2015.

Total Affiliate Commitment - means (a) with respect to any US Lender, the amount set forth on Schedule 1.1(d) hereof in Dollars opposite such US Lender and its Canadian Lender Affiliate or branch as the aggregate commitment provided by such US Lender and its Canadian Lender Affiliate or branch on a combined basis, or as specified hereafter in the most recent Assignment and Assumption to which they are a party (as such amount may be increased or decreased in accordance with Section 2.5 hereof) and (b) with respect to any Canadian Lender, the amount set forth on Schedule 1.1(d) hereof in Dollars opposite such Canadian Lender and its US Lender Affiliate or branch as the aggregate commitment provided by such Canadian Lender and its US Lender Affiliate or branch on a combined basis, or as specified hereafter in the most recent Assignment and Assumption to which they are a party (as such amount may be increased or decreased in accordance with Section 2.5 hereof). For the avoidance of doubt, the Total Affiliate Commitment does not represent or evidence a commitment by any Lender to advance amounts hereunder or under the other Loan Documents, but is solely used for the purpose of calculating amounts under Sections 2.1.1(d)(ii) and (iii) and Sections 4.2.2(b) and (c) .

Total Canadian Revolver Outstandings - an amount equal to the sum of the Canadian Dollar Equivalent of (a) the principal balance of all Canadian Revolver Loans plus (b) the Canadian LC Obligations.

Total LC Obligations - an amount equal to the sum of (a) the Dollar Equivalent of the Canadian LC Obligations plus (b) the US LC Obligations.

Total Revolver Commitments - as of the Closing Date, $115,000,000, which amount may be increased or decreased pursuant to the terms hereof. The US Revolver Commitments and the Canadian Revolver Commitments are sublimits of the Total Revolver Commitments and not additive to the Total Revolver Commitments.

Total Revolver Outstandings - an amount equal to the sum of (a) the Dollar Equivalent of the Total Canadian Revolver Outstandings plus (b) the Total US Revolver Outstandings.

Total US Revolver Outstandings - an amount equal to the sum of (a) the principal balance of all US Revolver Loans plus (b) the US LC Obligations.

Trademark Assignments - the several Amended and Restated Trademark Collateral Security and Pledge Agreement made by the Borrowers and their Subsidiaries in favor of the Applicable Agent and the Assignments of Trademarks and Service Marks executed in connection therewith, all in form and substance satisfactory to the Applicable Lenders and the Applicable Agent.

Transferee - any actual or potential Eligible Assignee, Participant or other Person acquiring an interest in any Obligations.

Type - any type of a Loan (i.e., Base Rate Loan, LIBOR Loan, Canadian Prime Rate Loan or Canadian BA Rate Loan) that has the same interest option and, in the case of LIBOR Loans or Canadian BA Rate Loans, the same Interest Period.

UCC - the Uniform Commercial Code as in effect in the State of New York or, when the laws of any other jurisdiction govern the perfection or enforcement of any Lien, the Uniform Commercial Code or other Applicable Law of such jurisdiction.

Unused Fees - as defined in Section 3.2.1 .

US Borrower - as defined in the preamble hereto.

US Borrowing Capacity - on any date of determination, an amount in Dollars equal to the lesser of (a) the aggregate amount of US Revolver Commitments and (b) the sum of (i) 85% of the Appraised Inventory Liquidation Value of each Eligible Inventory Category owned by the US Borrower, Henry U.S. or Mayor’s Florida; plus (ii) 90% of the Appraised A/R Liquidation Value of Eligible Private Label and Corporate Accounts of the US Borrower, Henry U.S. or Mayor’s Florida; plus (iii) 90% of the Eligible Major Credit Card Receivables of the US Borrower, Henry U.S. or Mayor’s Florida; minus (iv) the Availability Reserve in respect of the US Borrower, Henry U.S. and/or Mayor’s Florida (it being understood that the amount of the Availability Block, the Seasonal Availability Block, the Loan to Value Reserve and the Term Loan Discretionary Reserve shall be allocated, in the sole discretion of the Administrative Agent and without duplication, among the Aggregate Revolver Borrowing Capacity, the Canadian Borrowing Capacity and the US Borrowing Capacity).

US Commitment Termination Date - the earliest to occur of (a) the Termination Date; (b) the date on which the US Revolver Commitments are terminated pursuant to Section 2.2 ; or (c) the date on which the US Revolver Commitments are terminated pursuant to Section 11.2 .

US Concentration Account - a special concentration account established by the US Borrower with the Administrative Agent, subject to the control of the Administrative Agent.

US Guarantors - all Subsidiaries of the Borrowers that have executed a Guaranty and are organized under the laws of any political subdivision of the United States.

US LC Conditions - the following conditions necessary for issuance of a Letter of Credit for the account or benefit of the US Borrower: (a) each of the conditions set forth in Section 6 ; (b) after giving effect to such issuance, Total LC Obligations do not exceed the Letter of Credit Subline, Total US Revolver Outstandings do not exceed the US Borrowing Capacity, and Total Revolver Outstandings do not exceed the Aggregate Revolver Borrowing Capacity; (c) the expiration date of such Letter of Credit is (i) subject to Section 2.3.1(g) in respect of Auto-Extension Letters of Credit, no more than 365 days from issuance, in the case of standby Letters of Credit, (ii) no more than 180 days from issuance, in the case of documentary Letters of Credit, and (iii) at least 20 Business Days prior to the Termination Date; (d) the Letter of Credit and payments thereunder are denominated in Dollars; and (e) the form of the proposed Letter of Credit is reasonably satisfactory to the Administrative Agent and Bank of America, as Issuing Bank in their discretion.

US LC Obligations - an amount equal to the sum (without duplication) of (a) all amounts owing by the US Borrower for any drawings under Letters of Credit (including in respect of any payment made by Bank of America, as Issuing Bank under any LC Guaranty) issued for the account or on behalf of the US Borrower; (b) the aggregate undrawn amount of all outstanding Letters of Credit issued for the account or on behalf of the US Borrower; and (c) all fees and other amounts owing with respect to Letters of Credit issued for the account or on behalf of the US Borrower.

US Lenders - the Lenders indicated on Schedule 1.1(a) as the Lenders of US Revolver Loans, the Administrative Agent in its capacity of a provider of Swingline Loans, Bank of America, as Issuing Bank (unless the context otherwise requires) and any other Person who hereafter becomes a “US Lender” pursuant to the terms hereof.

US Loan Parties - collectively, the US Borrower and the US Guarantors.

US Obligations - all Obligations of the US Loan Parties.

US Revolver Commitment - for any US Lender, its obligation to make US Revolver Loans and to participate in US LC Obligations up to the maximum principal amount shown on Schedule 1.1(a) , or as specified hereafter in the most recent Assignment and Assumption Agreement to which it is a party (as such amount may be increased or decreased pursuant to the terms hereof). “ US Revolver Commitments ” means the aggregate amount of such commitments of all US Lenders. On the Closing Date, the US Revolver Commitments are $115,000,000.

US Revolver Excess Availability - as of any date of determination, an amount equal to the US Borrowing Capacity, minus the Total US Revolver Outstandings.

US Revolver Loans - (a) a Loan made pursuant to Section 2.1.1(a) , (b) any Swingline Loan for the account of the US Borrower, (c) any Overadvance Loan for the account of the US Borrower deemed by the Administrative Agent to be a US Revolver Loan or (d) any Protective Advance deemed by the Administrative Agent to be a US Revolver Loan.

US Revolver Note - a promissory note to be executed by the US Borrower in favor of a US Lender in the form of Exhibit A , which shall be in the amount of such US Lender’s US Revolver Commitment and shall evidence the US Revolver Loans made by such US Lender.

US Revolver Overadvance - as defined in Section 2.1.4 .

Voting Stock - with respect to any Person, means the Capital Stock or similar interests, of any class or classes (however designated), the holders of which are at the time entitled, as such holders, to, among other things, vote for the election of the directors (or persons performing similar functions) of the Person involved, whether or not the right so to vote exists by reason of the happening of a contingency.

1.2. Accounting Terms . Under the Loan Documents (except as otherwise specified herein), all accounting terms shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, in accordance with GAAP applied on a basis consistent with the most recent audited financial statements of the Borrowers delivered to the Administrative Agent before the Closing Date and using the same inventory valuation method as used in such financial statements, except for any change required or permitted by GAAP if the Borrowers’ certified public accountants concur in such change and the change is disclosed to the Administrative Agent. If any such accounting change results in a change in any of the calculations required by Section 10.2.12 that would not have resulted had such accounting change not occurred, the parties hereto agree to enter into negotiations in order to amend such provisions so as to equitably reflect such change such that the criteria for evaluating compliance with such covenants by the Borrowers shall be the same after such change as if such change had not been made; provided , however , that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Section 10.2.12 shall be given effect until such provisions are amended to reflect such changes in GAAP.

1.3. Certain Matters of Construction . The terms “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision. Any pronoun used shall be deemed to cover all genders. In the computation of periods of time from a specified date to a later specified date, “from” means “from and including,” and “to” and “until” each mean “to but excluding.” The terms “including” and “include” shall mean “including, without limitation” and, for purposes of each Loan Document, the parties agree that the rule of ejusdem generis shall not be applicable to limit any provision. Section titles appear as a matter of convenience only and shall not affect the interpretation of any Loan Document. All references to (a) laws or statutes include all related rules, regulations, interpretations, amendments and successor provisions; (b) any document, instrument or agreement include any amendments, waivers and other modifications, extensions or renewals (to the extent permitted by the Loan Documents); (c) any section means, unless the context otherwise requires, a section of this Agreement; (d) any exhibits or schedules mean, unless the context otherwise requires, exhibits and schedules attached hereto, which are hereby incorporated by reference; (e) any Person include successors and assigns; or (f) discretion of any Agent, any Issuing Bank or any Lender means the sole and absolute discretion of such Person. Unless the context otherwise requires, all determinations (including calculations of the US Borrowing Capacity, the Canadian Borrowing Capacity, the Aggregate Revolver Borrowing Capacity, the Term Loan Borrowing Capacity, the Revolver Excess Availability, the Aggregate Revolver Excess Availability, the Fixed Charge Coverage Ratio and the Interest Coverage Ratio) made from time to time under the Loan Documents shall be made in light of the circumstances existing at such time. The US Borrowing Capacity, the Canadian Borrowing Capacity, the Aggregate Revolver Borrowing Capacity and the Term Loan Borrowing Capacity calculations shall be consistent with historical methods of valuation and calculation, and otherwise reasonably satisfactory to the Administrative Agent (and not necessarily calculated in accordance with GAAP). The Borrowers shall have the burden of establishing any alleged negligence, misconduct or lack of good faith by any

Agent, any Issuing Bank or any Lender under any Loan Documents. No provision of any Loan Documents shall be construed against any party by reason of such party having, or being deemed to have, drafted the provision. For purposes of any Collateral located in the Province of Quebec or charged by any deed of hypothec (or any other Loan Document) and for all other purposes pursuant to which the interpretation or construction of a Loan Document may be subject to the laws of the Province of Quebec or a court or tribunal exercising jurisdiction in the Province of Quebec, (i) “personal property” shall be deemed to include “movable property”, (ii) “real property” shall be deemed to include “immovable property” and an “easement” shall be deemed to include a “servitude”, (iii) “tangible property” shall be deemed to include “corporeal property”, (iv) “intangible property” shall be deemed to include “incorporeal property”, (v) “security interest” and “mortgage” shall be deemed to include a “hypothec”, (vi) all references to filing, registering or recording under the PPSA or UCC shall be deemed to include publication under the Civil Code of Quebec, and all references to releasing any Lien shall be deemed to include a release, discharge and mainlevee of a hypothec, (vii) all references to “perfection” of or “perfected” Liens shall be deemed to include a reference to the “opposability” of such Liens to third parties, (viii) any “right of offset”, “right of setoff” or similar expression shall be deemed to include a “right of compensation”, (ix) “goods” shall be deemed to include “corporeal movable property” other than chattel paper, documents of title, instruments, money and securities, and (x) an “agent” shall be deemed to include a “mandatary”.

1.4. Letter of Credit Amounts . Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided , however , that with respect to any Letter of Credit that, by its terms or the terms of any LC Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

1.5. Times of Day . Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

1.6. Conversions of Foreign Currencies . The Administrative Agent shall determine the Dollar Equivalent and Canadian Dollar Equivalent of any amount as required hereby, and a determination thereof by the Administrative Agent shall be conclusive absent manifest error. Any Agent may, but shall not be obligated to, rely on any determination made by any Loan Party in any document delivered to the Administrative Agent. Any Agent may determine or redetermine the Dollar Equivalent and Canadian Dollar Equivalent of any amount on any date either in its own discretion or upon the request of any Lender or any Issuing Bank. Any Agent may set up appropriate rounding off mechanisms or otherwise round-off amounts hereunder to the nearest higher or lower amount in whole Dollar, Canadian Dollar or cent to ensure amounts owing by any party hereunder or that otherwise need to be calculated or converted hereunder are expressed in whole Dollars, Canadian Dollar or in whole cents, as may be necessary or appropriate.

SECTION 2. CREDIT FACILITIES

2.1. Commitments .

2.1.1. Loans . (a) US Revolver Loans . Each US Lender agrees, severally on a Pro Rata basis up to its US Revolver Commitment, on the terms set forth herein, to make loans to the US Borrower in Dollars from time to time through the US Commitment Termination Date. Such loans may be repaid and reborrowed as provided herein. Other than as set forth in Section 2.1.4 , the US Borrower shall not request, and the US Lenders shall not have any obligation to honor a request for, a US Revolver

Loan if (i) the Total US Revolver Outstandings at such time (including the requested US Revolver Loan) would exceed the US Borrowing Capacity, or (ii) the Total Revolver Outstandings (including the requested US Revolver Loan) would exceed the Aggregate Revolver Borrowing Capacity. Each request for a US Revolver Loan by the US Borrower shall be deemed to be a representation by the US Borrower that such US Revolver Loan so requested complies with the conditions set forth in this Section 2.1.1(a) . Subject to the terms set forth herein, US Revolver Loans shall be either Base Rate Loans or LIBOR Loans.

(b) [Reserved].

(c) Canadian Revolver Loans . Each Canadian Lender agrees, severally on a Pro Rata basis up to its Canadian Revolver Commitment, on the terms set forth herein, to make loans to the Canadian Borrower in Canadian Dollars or Dollars from time to time through the Canadian Commitment Termination Date. Such loans may be repaid and reborrowed as provided herein. Other than as set forth in Section 2.1.4 , the Canadian Borrower shall not request, and the Canadian Lenders shall not have any obligation to honor a request for, a Canadian Revolver Loan if (i) the Total Canadian Revolver Outstandings at such time (including the requested Canadian Revolver Loan) would exceed the Canadian Borrowing Capacity, or (ii) the Total Revolver Outstandings (including the requested Canadian Revolver Loan) would exceed the Aggregate Revolver Borrowing Capacity. Each request for a Canadian Revolver Loan by the Canadian Borrower shall be deemed to be a representation by the Canadian Borrower that such Canadian Revolver Loan so requested complies with the conditions set forth in this Section 2.1.1(c) . Subject to the terms set forth herein, (x) Canadian Revolver Loans denominated in Dollars shall be either Base Rate Loans or LIBOR Loans; provided , that the aggregate principal amount of any Canadian Revolver Loans denominated in Dollars shall not exceed $10,000,000 at any one time outstanding and (y) Canadian Revolver Loans denominated in Canadian Dollars shall be either Canadian Prime Rate Loans or Canadian BA Rate Loans.

(d) US Borrowing Capacity; the Canadian Borrowing Capacity and Total Affiliate Commitment .

(i) The US Borrowing Capacity, the Canadian Borrowing Capacity, the Aggregate Revolver Borrowing Capacity and the Term Loan Borrowing Capacity shall be determined from time to time by the Administrative Agent by reference to the most recent Borrowing Base Certificate delivered by the Borrowers. The Administrative Agent may from time to time establish and modify the Availability Reserve in accordance with the definition thereto in respect of the US Borrowing Capacity, the Canadian Borrowing Capacity, the Aggregate Revolver Borrowing Capacity and the Term Loan Borrowing Capacity, as the case may be.

(ii) At no point shall a US Lender’s (which, for purposes of this clause (ii), shall include its Canadian Lender Affiliate’s or branch’s) Total Revolver Outstandings exceed its Total Affiliate Commitment.

(iii) At no point shall a Canadian Lender’s (which, for purposes of this clause (iii), shall include its US Lender Affiliate’s or branch’s) Total Revolver Outstandings exceed its Total Affiliate Commitment.

2.1.2. Notes . The Loans made by each Lender and interest accruing thereon shall be evidenced by the records of the Administrative Agent and such Lender. At the request of any Lender, the Borrowers shall deliver a US Revolver Note and/or a Canadian Revolver Note, as applicable, to such Lender.

2.1.3. Use of Proceeds . The proceeds of Loans and the issuance of Letters of Credit shall be used by the Borrowers solely (a) to pay fees and transaction expenses associated with the closing of this credit facility; and (b) for working capital and other lawful corporate purposes of the Borrowers and their Subsidiaries in accordance with this Agreement.

2.1.4. Overadvances; Protective Advances . If the Total US Revolver Outstandings exceed the US Borrowing Capacity (“ US Revolver Overadvance ”) at any time, the excess amount shall be payable by the US Borrower in accordance with Section 2.2.4 , but all such Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. If the Total Canadian Revolver Outstandings exceed the Canadian Borrowing Capacity (“ Canadian Revolver Overadvance ”) at any time, the excess amount shall be payable by the Canadian Borrower in accordance with Section 2.2.4 , but all such Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. The Applicable Agent shall be authorized, in its discretion, at any time (including any time that a Default or Event of Default exists or any conditions in Section 6.2 are not satisfied) to make US Revolver Loans or Canadian Revolver Loans (“ Protective Advances ”) up to an aggregate amount equal to 10% of the Aggregate Revolver Borrowing Capacity less the aggregate amount of all Overadvance Loans, in each case, if the Applicable Agent deems such Loans necessary or desirable to, directly or indirectly, (A) maintain, protect or preserve the value of the Collateral and/or the Applicable Agent’s rights therein as determined in the discretion of the Applicable Agent, including to preserve the Loan Parties’ business assets and infrastructure (such as the payment of insurance premiums, taxes, necessary suppliers, rent and payroll, including without limitation any other payments made concurrently with a payment relating to the maintenance, protection or preservation of value of the Collateral and/or the Applicable Agent’s rights therein or for the preservation of the Loan Parties’ business assets or infrastructure which is made incidentally as a result of the ordinary course operation of the Loan Parties’ treasury management functions), (B) implement and exercise an Enforcement Action with respect to the Collateral, (C) fund an orderly liquidation or wind-down of the Loan Parties’ assets or business or an Insolvency Proceeding (whether or not occurring prior to or after the commencement of an Insolvency Proceeding), (D) enhance the likelihood, or maximize, the repayment of the Obligations, (E) reflect currency fluctuations, or (F) pay any other amounts chargeable to the Loan Parties under any Loan Documents, including costs, fees and expenses. All Protective Advances shall be Obligations, shall be secured by the Collateral, and shall be treated for all purposes as Extraordinary Expenses. Protective Advances shall be funded as Base Rate Loans or Canadian Prime Rate Loans, as applicable. Each US Lender shall participate in each Protective Advance to the US Borrower on a Pro Rata basis. Each Canadian Lender shall participate in each Protective Advance to the Canadian Borrower on a Pro Rata basis. In no event shall Protective Advances be required that would cause the Total Revolver Outstandings to exceed the Total Revolver Commitments. Any funding of an Overadvance Loan or sufferance of a Protective Advance, US Revolver Overadvance or a Canadian Overadvance shall not constitute a waiver by the Agents or the Lenders of the Event of Default caused thereby. In no event shall any Borrower or other Loan Party be deemed a beneficiary of this Section nor authorized to enforce any of its terms. Notwithstanding anything herein to the contrary, no event or circumstance shall result in any claim or liability against any Agent for “inadvertent Overadvances” (i.e., where a US Revolver Overadvance or Canadian Overadvance results from changed circumstances beyond the control of the Applicable Agent (such as (i) a decline in the value of the Collateral, (ii) errors or fraud on a Borrowing Base Certificate, (iii) components of US Borrowing Capacity or Canadian Borrowing Capacity on any date thereafter being deemed ineligible, (iv) the return of uncollected checks or other items of payment applied to the reduction of Loans or other similar involuntary or unintentional actions or (v) any other circumstance beyond the reasonable control of the Agents or the Lenders that results in the reduction of the realizable value of any components of US Borrowing Capacity or Canadian Borrowing Capacity)), and such “inadvertent Overadvances” shall not reduce the amount of Protective Advances allowed hereunder.

2.2. Reduction or Termination of Commitments .

2.2.1. Reduction or Termination of US Revolver Commitments .

(a) The US Revolver Commitments shall terminate on the Termination Date, unless sooner terminated in accordance with this Agreement. Upon at least twenty-five (25) days prior written notice to the Administrative Agent at any time, the US Borrower may, at its option, terminate the US Revolver Commitments in whole. Any notice of termination given by the US Borrower shall be irrevocable. On the termination date specified in such notice of termination, the US Borrower shall make payment in full, in cash, of all US Revolver Loans and all interest thereon and all Obligations due and owing to the Administrative Agent or any US Lender, in its capacity as a US Lender.

(b) The Borrowers may permanently reduce the US Revolver Commitments, on a Pro Rata basis for each US Lender, from time to time upon written notice to the Administrative Agent, which notice shall specify the amount of the reduction, shall be irrevocable once given, and shall be given at least five (5) Business Days prior to the requested reduction date; provided that, unless terminated in whole, the US Revolver Commitments may not be reduced to an amount that is less than $100,000,000. Each reduction shall be in a minimum amount of $5,000,000, or an increment of $1,000,000 in excess thereof.

(c) Concurrently with any reduction in the US Revolver Commitments as provided in this Section 2.2.1 , (i) the Total Revolver Commitments of the Lenders shall be reduced by a corresponding amount and (ii) the Canadian Revolver Commitments shall be reduced by an amount such that the ratio of the US Revolver Commitments to the Dollar Equivalent of the Canadian Revolver Commitments immediately following such reduction is equal to the ratio that existed immediately prior to such reduction. In the event the US Revolver Commitments are terminated, the Total Revolver Commitments and Canadian Revolver Commitments shall be terminated.

(d) Concurrently with any reduction pursuant to Section 2.2.1(a) , (b) or (c) , the Borrowers shall repay the Total US Revolver Outstandings and the Total Canadian Revolver Outstandings as required pursuant to Section 2.2.4 .

(e) Concurrently with the termination of all or any portion of the US Revolver Commitments at any time prior to the Termination Date, for whatever reason (including, without limitation, whether voluntary or involuntary, resulting from an Event of Default or after acceleration thereof), the US Borrower shall pay to the Administrative Agent, for the Pro Rata benefit of US Lenders and as liquidated damages for loss of bargain (and not as a penalty), an amount equal to (i) if the termination occurs during the period commencing on the Closing Date through and including the first anniversary of the Closing Date, 2.0% of the US Revolver Commitments being terminated; (ii) if the termination occurs during the period commencing on the day immediately following the first anniversary of the Closing Date through and including the second anniversary of the Closing Date, 1.0% of the US Revolver Commitments being terminated; and (iii) if the termination occurs at anytime thereafter, 0.50% of the US Revolver Commitments being terminated.

2.2.2. [Reserved] .

2.2.3. Reduction or Termination of Canadian Revolver Commitments; Reduction in Total Revolver Commitment .

(a) The Canadian Revolver Commitments shall terminate on the Termination Date, unless sooner terminated in accordance with this Agreement. Upon at least twenty-five (25) days prior written notice to Agents at any time, the Canadian Borrower may, at its option, terminate the Canadian Revolver Commitments in whole. Any notice of termination given by the Canadian Borrower shall be irrevocable. On the termination date specified in such notice of termination, the Canadian Borrower shall make payment in full, in cash, of Canadian Revolver Loans and all interest thereon and all Obligations due and owing to the Canadian Agent or any Canadian Lender, in its capacity as a Canadian Lender.

(b) The Canadian Borrower may permanently reduce the Canadian Revolver Commitments, on a Pro Rata basis for each Canadian Lender, from time to time upon written notice to Agents, which notice shall specify the amount of the reduction, shall be irrevocable once given and shall be given at least five Business Days prior to the requested reduction date. Each reduction shall be in a minimum amount of Cdn. $5,000,000, or an increment of Cdn. $1,000,000 in excess thereof.

(c) Concurrently with any reduction pursuant to Section 2.2.3(a) or (b) , the Borrowers shall repay the Total Canadian Revolver Outstandings as required pursuant to Section 2.2.4 .

2.2.4. Mandatory Prepayments .

(a) If at any time, (i) the Total US Revolver Outstandings exceed the US Borrowing Capacity at such time, (ii) the Total Canadian Revolver Outstandings exceeds the Canadian Borrowing Capacity at such time or (iii) the Total Revolver Outstandings exceeds the Aggregate Revolver Borrowing Capacity at such time, then the Borrowers shall immediately pay the amount of such excess to the Applicable Agent for the respective accounts of the Applicable Lenders for application to the US Revolver Loans and/or the Canadian Revolver Loans, as the case may be, and/or Cash Collateralize the US LC Obligations and/or the Canadian LC Obligations, as the case may be.

(b) Any prepayments required to be made by the Borrowers in respect of the Total US Revolver Outstandings pursuant to clause (a) of this Section 2.2.4 shall be applied first , to repay the outstanding principal balance of the Protective Advances advanced to the US Borrower until such Protective Advances shall have been repaid in full; second , to repay the outstanding principal balance of the Swingline Loans advanced to the US Borrower until such Swingline Loans shall have been repaid in full; third , to repay the outstanding principal balance of the US Revolver Loans until such US Revolver Loans shall have been paid in full; and fourth , to provide Cash Collateral for outstanding Letters of Credit issued for the account or benefit of the US Borrower until such Letters of Credit have been Cash Collateralized in full.

(c) Any prepayments required to be made by the Borrowers in respect of the Total Canadian Revolver Outstandings pursuant to clause (a) of this Section 2.2.4 shall be applied first , to repay the outstanding principal balance of the Protective Advances advanced to the Canadian Borrower until such Protective Advances shall have been repaid in full; second , to repay the outstanding principal balance of the Swingline Loans advanced to the Canadian Borrower until such Swingline Loans shall have been repaid in full; third , to repay the outstanding principal balance of the Canadian Revolver Loans until such Canadian Revolver Loans shall have been paid in full; and fourth , to provide Cash Collateral for outstanding Letters of Credit issued for the account or benefit of the Canadian Borrower until such Letters of Credit have been Cash Collateralized in full.

2.3. Letter of Credit Facility .

2.3.1. Issuance of Letters of Credit . The Issuing Banks agree, in reliance upon the agreements of the US Lenders and the Canadian Lenders set forth in this Section 2.3 , to issue or cause the issuance of Letters of Credit (a) for the account of the US Borrower denominated in Dollars or (b) for the account of the Canadian Borrower denominated in Canadian Dollars or Dollars, in each case, from time to time until 30 days prior to the Termination Date (or (i) in the case of a Letter of Credit issued for the account of the US Borrower, until the US Commitment Termination Date, if earlier or (ii) in the case of a Letter of Credit issued for the account of the Canadian Borrower, until the Canadian Commitment Termination Date, if earlier), on the terms set forth herein, including the following:

(a) Each Borrower acknowledges that each Issuing Bank’s willingness to issue or cause the issuance of any Letter of Credit is conditioned upon such Issuing Bank’s receipt of an LC Application with respect to the requested Letter of Credit, as well as such other instruments and agreements as such Issuing Bank may customarily require for issuance of a letter of credit of similar type and amount. No Issuing Bank shall have any obligation to issue any Letter of Credit unless (i) such Issuing Bank receives an LC Request and LC Application at least three Business Days prior to the requested date of issuance; and (ii)(A) in the case of a Letter of Credit issued for the account of benefit of the US Borrower, each US LC Condition or (B) in the case of a Letter of Credit issued for the account or benefit of the Canadian Borrower, each Canadian LC Condition, is satisfied. If any Issuing Bank receives written notice from a US Lender or a Canadian Lender, as applicable, at least one Business Day before issuance of a Letter of Credit that any US LC Condition or any Canadian LC Condition, as the case may be, has not been satisfied, such Issuing Bank shall have no obligation to issue the requested Letter of Credit (or any other) until such US LC Condition or such Canadian LC Condition is satisfied or until the Required Lenders have waived such condition in accordance with this Agreement. Prior to receipt of any such notice, such Issuing Bank shall not be deemed to have knowledge of any failure of US LC Conditions or Canadian LC Conditions, as applicable. No Issuing Bank shall be under any obligation to issue any Letter of Credit if (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Issuing Bank in good faith deems material to it, (ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally or (iii) any Lender is, at such time, a Defaulting Lender, unless such Issuing Bank has entered into arrangements satisfactory to such Issuing Bank with the Borrowers or such Defaulting Lender to eliminate such Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender.

(b) Letters of Credit may be requested by a Borrower to support any lawful corporate purposes of such Borrower and its Subsidiaries. The renewal or extension of any Letter of Credit shall be treated as the issuance of a new Letter of Credit, except that delivery of a new LC Application shall be required at the reasonable discretion of the applicable Issuing Bank.

(c) The Borrowers assume all risks of the acts, omissions or misuses of any Letter of Credit by the beneficiary; provided , that the foregoing is not intended to, nor shall it prohibit, any Borrower from pursuing all rights and remedies it may have against such beneficiary or assignee thereof. In connection with the issuance of any Letter of Credit, none of any Agent, any Issuing Bank or any

Lender shall be responsible for the existence, character, quality, quantity, condition, packing, value or delivery of any goods purported to be represented by any Documents; any differences or variation in the character, quality, quantity, condition, packing, value or delivery of any goods from that expressed in any Documents; the form, validity, sufficiency, accuracy, genuineness or legal effect of any Documents or of any endorsements thereon; the time, place, manner or order in which shipment of goods is made; partial or incomplete shipment of, or failure to ship, any goods referred to in a Letter of Credit or Documents; any deviation from instructions, delay, default or fraud by any shipper or other Person in connection with any goods, shipment or delivery; any breach of contract between a shipper or vendor and a Borrower; errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy, e-mail, telephone or otherwise; errors in interpretation of technical terms; the misapplication by a beneficiary of any Letter of Credit or the proceeds thereof; or any consequences arising from causes beyond the control of any Issuing Bank, any Agent or any Lender, including any act or omission of a Governmental Authority. The rights and remedies of the Issuing Banks under the Loan Documents shall be cumulative. The Issuing Banks shall be fully subrogated to the rights and remedies of each beneficiary whose claims against the Borrowers are discharged with proceeds of any Letter of Credit.

(d) In connection with its administration of and enforcement of rights or remedies under any Letters of Credit or LC Documents, each Issuing Bank shall be entitled to act, and shall be fully protected in acting, upon any certification, notice or other communication in whatever form believed by such Issuing Bank, in good faith, to be genuine and correct and to have been signed, sent or made by a proper Person. Each Issuing Bank may consult with and employ legal counsel, accountants and other experts to advise it concerning its obligations, rights and remedies, and shall be entitled to act upon, and shall be fully protected in any action taken in good faith reliance upon, any advice given by such experts. Each Issuing Bank may employ agents and attorneys-in-fact in connection with any matter relating to Letters of Credit or LC Documents, and shall not be liable for the negligence or misconduct of any such agents or attorneys-in-fact selected with reasonable care.

(e) [Reserved].

(f) The parties hereto agree that each Existing Letter of Credit described on Schedule 2.3.1 and issued by any Issuing Bank or any of its Affiliates or branches shall be deemed to be a Letter of Credit issued pursuant to this Agreement, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

(g) If any Borrower so requests in any applicable LC Application, each Issuing Bank may, in its sole and absolute discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, an “ Auto-Extension Letter of Credit ”); provided that any such Auto-Extension Letter of Credit must permit such Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “ Non-Extension Notice Date ”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Bank, the applicable Borrower shall not be required to make a specific request to such Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Applicable Lenders shall be deemed to have authorized (but may not require) such Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than twenty (20) Business Days prior to the Termination Date; provided , however , that such Issuing Bank shall not permit any such extension if (A) such Issuing Bank has determined that it would not be permitted, or would have no obligation at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof, or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Applicable

Agent that the Required Lenders have elected not to permit such extension or (2) from the Applicable Agent, any Lender or any Loan Party that one or more of the US LC Conditions or Canadian LC Conditions, as applicable, or one or more of the conditions set forth in Section 6.2 is not then satisfied, and in each such case directing such Issuing Bank not to permit such extension.

(h) If any Borrower so requests in any applicable Letter of Credit Application, the applicable Issuing Bank may, in its sole and absolute discretion, agree to issue a Letter of Credit that permits the automatic reinstatement of all or a portion of the stated amount thereof after any drawing thereunder (each, an “ Auto-Reinstatement Letter of Credit ”). Unless otherwise directed by the applicable Issuing Bank, no Borrower shall be required to make a specific request to such Issuing Bank to permit such reinstatement. Once an Auto-Reinstatement Letter of Credit has been issued, except as provided in the following sentence, the Applicable Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Bank to reinstate all or a portion of the stated amount thereof in accordance with the provisions of such Letter of Credit. Notwithstanding the foregoing, if such Auto-Reinstatement Letter of Credit permits such Issuing Bank to decline to reinstate all or any portion of the stated amount thereof after a drawing thereunder by giving notice of such non-reinstatement within a specified number of days after such drawing (the “ Non-Reinstatement Deadline ”), the applicable Issuing Bank shall not permit such reinstatement if (A) such Issuing Bank has determined that it would not be permitted, or would have no obligation at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof, or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Reinstatement Deadline (1) from the Applicable Agent that the Required Lenders have elected not to permit such extension or (2) from the Applicable Agent, any Lender or any Loan Party that one or more of the US LC Conditions or Canadian LC Conditions, as applicable, or one or more of the conditions set forth in Section 6.2 is not then satisfied, and in each such case directing such Issuing Bank not to permit such extension.

(i) Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary of any Borrower, such Borrower shall be obligated to reimburse the applicable Issuing Bank hereunder for any and all drawings under such Letter of Credit. Each Borrower hereby acknowledges that the issuance of Letters of Credit for the account of the Subsidiaries inures to the benefit of the such Borrower, and that such Borrower’s business derives substantial benefits from the businesses of such Subsidiaries.

(j) Each Issuing Bank shall promptly notify the Agents of the issuance of, and provide Agents with a copy of, each Letter of Credit issued hereunder.

2.3.2. Reimbursement; Participations .

(a) If any Issuing Bank honors any request for payment under a Letter of Credit or, if applicable an LC Guaranty with respect to a Letter of Credit, the applicable Borrower shall pay to such Issuing Bank, on the same day, if notice of such honor is given to the applicable Borrower prior to 1:00 p.m. on the honor date, and otherwise on the next Business Day (“ Reimbursement Date ”), the amount paid by such Issuing Bank under such Letter of Credit or, if applicable, under an LC Guaranty with respect to such Letter of Credit, together with interest at the interest rate for (a) in the case of a Letter of Credit denominated in Dollars, Base Rate Loans and (b) in the case of a Letter of Credit denominated in Canadian Dollars issued for the account of the Canadian Borrower, Canadian Prime Rate Loans, in each case, from the Reimbursement Date until payment by the relevant Borrower. The obligation of the applicable Borrower to reimburse the Issuing Banks for any payment made under a Letter of Credit or LC Guaranty shall be absolute, unconditional, irrevocable, and joint and several, and shall be paid without regard to any lack of validity or enforceability of any Letter of Credit or the existence of any claim, setoff, defense or other right that the Borrowers may have at any time against the beneficiary. Whether or not

any Borrower submits a Notice of Borrowing, the relevant Borrower shall be deemed to have requested a Borrowing of Base Rate Loans or Canadian Prime Rate Loans, as the case may be, in an amount necessary to pay all amounts due to the applicable Issuing Bank on any Reimbursement Date and (a) in the case of a Letter of Credit issued for the account of the US Borrower, each US Lender agrees to fund its Pro Rata share of such Borrowing whether or not the US Revolver Commitments have terminated, a US Revolver Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied and (b) in the case of a Letter of Credit issued for the account of the Canadian Borrower, each Canadian Lender agrees to fund its Pro Rata share of such Borrowing whether or not the Canadian Revolver Commitments have terminated, a Canadian Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied.

(b) Upon issuance of a Letter of Credit, (i) in the case of a Letter of Credit issued for the account or benefit of the US Borrower, each US Lender and (ii) in the case of a Letter of Credit issued for the account or benefit of the Canadian Borrower, each Canadian Lender, shall be deemed to have irrevocably and unconditionally purchased from the applicable Issuing Bank, without recourse or warranty, an undivided Pro Rata interest and participation in all US LC Obligations or Canadian LC Obligations, as the case may be, relating to the Letter of Credit. If any Issuing Bank makes any payment under a Letter of Credit or an LC Guaranty and the applicable Borrower does not reimburse such payment on the Reimbursement Date, the Applicable Agent shall promptly notify the Lenders and each Applicable Lender shall promptly (within one Business Day) and unconditionally pay to the Applicable Agent, for the benefit of such Issuing Bank, such Applicable Lender’s Pro Rata share of such payment. Upon request by a US Lender, such Issuing Bank shall furnish copies of any Letters of Credit and LC Documents in its possession at such time.

(c) The obligation of each US Lender to make payments to the Administrative Agent for the account of an Issuing Bank in connection with such Issuing Bank’s payment under a Letter of Credit or LC Guaranty issued for the account or benefit of the US Borrower shall be absolute, unconditional and irrevocable, not subject to any counterclaim, setoff, qualification or exception whatsoever, and shall be made in accordance with this Agreement under all circumstances, irrespective of any lack of validity or unenforceability of any Loan Documents; any draft, certificate or other document presented under a Letter of Credit having been determined to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or the existence of any setoff or defense that any Loan Party may have with respect to any Obligations. The obligation of each Canadian Lender to make payments to the Canadian Agent for the account of an Issuing Bank in connection with such Issuing Bank’s payment under a Letter of Credit or LC Guaranty issued for the account or benefit of the Canadian Borrower shall be absolute, unconditional and irrevocable, not subject to any counterclaim, setoff, qualification or exception whatsoever, and shall be made in accordance with this Agreement under all circumstances, irrespective of any lack of validity or unenforceability of any Loan Documents; any draft, certificate or other document presented under a Letter of Credit having been determined to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or the existence of any setoff or defense that any Loan Party may have with respect to any Obligations. No Issuing Bank assumes any responsibility for any failure or delay in performance or any breach by any Borrower or other Person of any obligations under any LC Documents. No Issuing Bank makes any express or implied warranty, representation or guaranty to the Lenders with respect to the Collateral, LC Documents or any Loan Party. No Issuing Bank shall be responsible to any Lender for any recitals, statements, information, representations or warranties contained in, or for the execution, validity, genuineness, effectiveness or enforceability of any LC Documents; the validity, genuineness, enforceability, collectibility, value or sufficiency of any Collateral or the perfection of any Lien therein; or the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any Loan Party.

(d) No Issuing Bank Indemnitee shall be liable to any Lender or other Person for any action taken or omitted to be taken in connection with any LC Documents except as a result of its actual gross negligence or willful misconduct. No Issuing Bank shall have any liability to any Lender or the Borrower if such Issuing Bank refrains from any action under any Letter of Credit or LC Documents until it receives written instructions from the Required Lenders. In furtherance and not in limitation of the foregoing, each Issuing Bank may (i) accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason and (ii) make payment under any Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit.

(e) If any Lender fails to make available to the Applicable Agent for the account of the applicable Issuing Bank any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.3.2 by the time specified in this Section 2.3.2 , such Issuing Bank shall be entitled to recover from such Lender (acting through the Applicable Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such Issuing Bank at a rate per annum equal to the greater of the Federal Funds Rate (or, with respect to Canadian Lenders, the Bank of Canada overnight rate) and a rate determined by such Issuing Bank in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by such Issuing Bank in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s required payment by such Lender pursuant to the foregoing provisions of this Section 2.3.2 . A certificate of such Issuing Bank submitted to any Lender (through the Applicable Agent) with respect to any amounts owing under this Section 2.3.2 shall be conclusive absent manifest error.

2.3.3. Cash Collateralization of Letters of Credit . If any US LC Obligations or Canadian LC Obligations, whether or not then due or payable, shall for any reason be outstanding at any time (a) that an Event of Default exists, (b) that, in the case of US LC Obligations, the Total US Revolver Outstandings exceed the US Borrowing Capacity, (c) that, in the case of Canadian LC Obligations, the Total Canadian Revolver Outstandings exceed the Canadian Borrowing Capacity, (d) that, in the case of Total LC Obligations, the Total Revolver Outstandings exceed the Aggregate Revolver Borrowing Capacity, (e)(i) in the case of US LC Obligations, after the US Commitment Termination Date or (ii) in the case of Canadian LC Obligations, after the Canadian Commitment Termination Date or (f) within five Business Days prior to the Termination Date, then the applicable Borrower shall, at the applicable Issuing Bank’s or the Applicable Agent’s request, pay to such Issuing Bank the amount of all outstanding US LC Obligations and/or outstanding Canadian LC Obligations and Cash Collateralize all outstanding Letters of Credit. If the applicable Borrower fails to Cash Collateralize outstanding Letters of Credit as required herein, the Applicable Lenders may (and shall upon direction of the Applicable Agent) advance, as Base Rate Loans or Canadian Prime Rate Loans, as applicable, the amount of the Cash Collateral required (whether or not the US Revolver Commitments or Canadian Revolver Commitments have terminated, any US Revolver Overadvance or Canadian Overadvance exists, or the conditions in Section 6 are satisfied).

2.3.4. Role of Issuing Banks . Each Lender and each Borrower agree that, in paying any drawing under a Letter of Credit, the Issuing Banks shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Banks, the Applicable Agent,

any of their respective Related Parties nor any correspondent, participant or assignee of any Issuing Bank shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or document in connection therewith. None of the Issuing Banks, the Applicable Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any Issuing Bank shall be liable or responsible for any matters relating to the Letters of Credit (including, without limitation, the issuance, extension renewal or amendment of, or the drawing or payment upon, any Letter of Credit); provided , however , the Borrowers may have a claim against an Issuing Bank, and such Issuing Bank may be liable to the Borrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers which the Borrowers prove were caused by such Issuing Bank’s willful misconduct or gross negligence.

2.3.5. Applicability of International Standby Practices 1998 and Uniform Customs and Practice for Documentary Credits . Unless otherwise expressly agreed by the applicable Issuing Bank and the applicable Borrower when a Letter of Credit is issued, (i) the rules of the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance) shall apply to each standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance, shall apply to each commercial Letter of Credit.

2.4. Cash Collateral . At any time that there shall exist a Defaulting Lender, promptly upon the request of the Applicable Agent or the applicable Issuing Bank, the Borrowers shall deliver to the Applicable Agent from time to time Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 4.2 and any Cash Collateral provided by the Defaulting Lender). Cash Collateral provided in respect of Letters of Credit or Swingline Loans shall be held and applied to the satisfaction of the specific US LC Obligations or Canadian LC Obligations, as applicable, Swingline Loans, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein. Each Borrower, and to the extent provided by any Defaulting Lender, such Lender, hereby grants to (and subjects to the control of) the Applicable Agent, for the benefit of the Agents, the Issuing Banks and the Lenders, and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied.

2.5. Increase in Commitments .

2.5.1. Request for Increase . Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrowers may request an increase in the Total Revolver Commitments by an amount not exceeding $25,000,000; provided that (i) any such request for an increase shall be in a minimum amount of $10,000,000 and in $5,000,000 increments in excess thereof, (ii) the Borrowers shall not be permitted to make more than two (2) such requests and (iii) any increase in the Total Revolver Commitments pursuant to this Section 2.5 shall result in an increase in the US Revolver Commitments in a corresponding amount and an increase in the Canadian Revolver Commitments by an amount such that the ratio of the US Revolver Commitments to the Dollar Equivalent of the Canadian Revolver Commitments immediately following such increase is equal to the ratio that existed immediately prior to such increase. At the time of sending such notice, the Borrowers (in consultation with the Administrative Agent) shall specify the time period within which

each Revolver Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Revolver Lenders).

2.5.2. Lender Elections to Increase . Each Revolver Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata share of such requested increase. Any Revolver Lender not responding within such time period shall be deemed to have declined to increase its Commitment.

2.5.3. Notification by the Administrative Agent; Additional Revolver Lenders . The Administrative Agent shall notify the Borrowers and each Revolver Lender of the Revolver Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, and subject to the approval of the Administrative Agent and each Issuing Bank, the Borrowers may also invite additional Eligible Assignees to become Revolver Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel.

2.5.4. Effective Date and Allocations . If the Total Revolver Commitments are increased in accordance with this Section 2.5 , the Administrative Agent and the Borrowers shall determine the effective date (the “ Revolver Commitment Increase Effective Date ”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrowers and the Revolver Lenders of the final allocation of such increase and the Revolver Commitment Increase Effective Date.

2.5.5. Conditions to Effectiveness of Increase . As a condition precedent to such increase, the Borrowers shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Revolver Commitment Increase Effective Date signed by a Senior Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrowers, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Section 9 and the other Loan Documents are true and correct in all material respects on and as of the Revolver Commitment Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and (B) no Default or Event of Default exists. The Borrowers shall prepay any Revolver Loans outstanding on the Revolver Commitment Increase Effective Date (and pay any additional amounts required pursuant to Section 3.9 ) to the extent necessary to keep the outstanding Revolver Loans ratable with any revised Pro Rata shares arising from any nonratable increase in the Commitments under this Section 2.5 .

2.5.6. Conflicting Provisions . This Section 2.5 shall supersede any provisions in Section 14.1 to the contrary.

SECTION 3.INTEREST, FEES AND CHARGES

3.1. Interest .

3.1.1. Rates and Payment of Interest .

(a) The Obligations shall bear interest (i) if a Base Rate Loan, at the Base Rate in effect from time to time, plus the Applicable Margin for Base Rate Loans; (ii) if a LIBOR Loan, at Adjusted LIBOR for the applicable Interest Period, plus the Applicable Margin for LIBOR Loans; (iii) if Canadian Prime Rate Loans, at the Canadian Prime Rate in effect from time to time, plus the Applicable Margin for Canadian Prime Rate Loans; (iv) if a Canadian BA Rate Loan, at the Canadian BA Rate for the applicable Interest Period, plus the Applicable Margin for Canadian BA Rate Loans; and (v) if any other Obligation (including, to the extent permitted by law, interest not paid when due), at the Base Rate in effect from time to time, plus the Applicable Margin for Base Rate Loans. Interest shall accrue from the date the Loan is advanced or the Obligation is incurred or payable, until paid by the Borrowers. If a Loan is repaid on the same day made, one day’s interest shall accrue.

(b) During any Event of Default described in Section 11.1(a) , all Obligations shall bear interest at the Default Rate. During any other Event of Default, at the option of the Administrative Agent or upon the request of the Required Lenders, all Obligations shall bear interest at the Default Rate. Each Borrower acknowledges that the cost, expense and risk to each Agent and each Lender due to an Event of Default are difficult to ascertain and that the Default Rate is a fair and reasonable estimate to compensate the Agents and the Lenders for such added cost, expense and risk.

(c) Interest accrued on the Loans shall be due and payable in arrears, and each of the US Borrower and the Canadian Borrower promises to pay interest to the Applicable Lenders, (i) with respect to each Base Rate Loan and each Canadian Prime Rate Loan, on the first Business Day of each calendar quarter, (ii) with respect to each LIBOR Loan and each Canadian BA Rate Loan, on the last day of its Interest Period; provided that if any Interest Period for a LIBOR Loan or a Canadian BA Rate Loan exceeds three months, interest accrued on such LIBOR Loan or such Canadian BA Rate Loan shall also be due and payable on the respective dates that fall every three months after the beginning of such Interest Period, (iii) on any date of prepayment, with respect to the principal amount of Loans being prepaid; and (iv) with respect to any termination or reduction of the US Revolver Commitments or the Canadian Revolver Commitment, on the date of such termination or reduction with respect to the principal amount of Loans where the commitment to make such Loans is being terminated. Interest accrued on any other Obligations shall be due and payable as provided in the Loan Documents and, if no payment date is specified, shall be due and payable on demand . Notwithstanding the foregoing, interest accrued at the Default Rate shall be due and payable on demand .

3.1.2. Application of Adjusted LIBOR and/or the Canadian BA Rate to Outstanding Loans .

(a) Any Borrower may on any Business Day, subject to delivery of a Notice of Conversion/Continuation under clause (b) below, elect to convert any portion of its Base Rate Loans to, or to continue any of its LIBOR Loans at the end of its Interest Period as, a LIBOR Loan. The Canadian Borrower may on any Business Day, subject to delivery of a Notice of Conversion/Continuation under clause (c) below, elect to convert any portion of its Canadian Prime Rate Loans to, or to continue any of its Canadian BA Rate Loans at the end of its Interest Period as, a Canadian BA Rate Loan. During any Default or Event of Default, the Administrative Agent may (and shall at the direction of the Required Lenders) declare that no Loan may be made, converted or continued as a LIBOR Loan. During any

Default or Event of Default, the Canadian Agent may (and shall at the direction of the Required Lenders) declare that no Loan may be made, converted or continued as a Canadian BA Rate Loan.

(b) Whenever any Borrower desires to convert or continue its Loans as LIBOR Loans, such Borrower shall give the Applicable Agent a Notice of Conversion/Continuation, no later than 11:00 a.m. at least three Business Days before the requested conversion or continuation date. Promptly after receiving any such notice, the Applicable Agent shall notify each Applicable Lender thereof. Each Notice of Conversion/Continuation shall be irrevocable, and shall specify the aggregate principal amount of Loans to be converted or continued, the conversion or continuation date (which shall be a Business Day), and the duration of the Interest Period (which shall be deemed to be one month if not specified). If, upon the expiration of any Interest Period in respect of any LIBOR Loans, a Borrower shall have failed to deliver a Notice of Conversion/Continuation, it shall be deemed to have elected to convert such Loans into Base Rate Loans.

(c) Whenever the Canadian Borrower desires to convert or continue Canadian Prime Rate Loans as Canadian BA Rate Loans, the Canadian Borrower shall give the Canadian Agent a Notice of Conversion/Continuation, no later than 11:00 a.m. at least three Business Days before the requested conversion or continuation date. Promptly after receiving any such notice, the Canadian Agent shall notify each Canadian Lender thereof. Each Notice of Conversion/Continuation shall be irrevocable, and shall specify the aggregate principal amount of Canadian Revolver Loans to be converted or continued, the conversion or continuation date (which shall be a Business Day), and the duration of the Interest Period (which shall be deemed to be one month if not specified). If, upon the expiration of any Interest Period in respect of any Canadian BA Rate Loan, the Canadian Borrower shall have failed to deliver a Notice of Conversion/Continuation, it shall be deemed to have elected to convert such Canadian Revolver Loans into Canadian Prime Rate Loans.

3.1.3. Interest Periods . In connection with the making, conversion or continuation of (a) any LIBOR Loans, the Borrowers shall select an interest period (“ Interest Period ”) to apply, which interest period shall be one, two, three or six months, to the extent any such interest period is available and (b) any Canadian BA Rate Loans, the Canadian Borrower shall select an Interest Period to apply, which interest period shall be one, two, three or six months, to the extent any such interest period is available; provided , however , that:

(a) the Interest Period shall commence on the date the Loan is made or continued as, or converted into, a LIBOR Loan or a Canadian BA Rate Loan, as the case may be, and shall expire on the numerically corresponding day in the calendar month at its end;

(b) if any Interest Period commences on a day for which there is no corresponding day in the calendar month at its end or if such corresponding day falls after the last Business Day of such month, then the Interest Period shall expire on the last Business Day of such month; and if any Interest Period would expire on a day that is not a Business Day, the period shall expire on the next Business Day; and

3.1.4. Interest Rate Not Ascertainable . If the Applicable Agent shall determine that on any date for determining Adjusted LIBOR or the Canadian BA Rate, adequate and fair means do not exist for ascertaining any such rate on the basis provided herein, then such Agent shall immediately notify the Borrowers of such determination. Until the Applicable Agent notifies the Borrowers that such circumstance no longer exists, the obligation of the Lenders to make LIBOR Loans or Canadian BA Rate

Loans, as the case may be, shall be suspended, and no further Loans may be borrowed, converted into or continued as LIBOR Loans or Canadian BA Rate Loans, as applicable.

3.2. Fees .

3.2.1. Unused Facility Fee . The US Borrower shall pay to the Administrative Agent for the Pro Rata benefit of the US Lenders, a fee equal to the product of the Applicable Unused Fee Rate times the amount by which the Total Revolver Commitments exceed the average daily balance of the Total Revolver Outstandings (excluding Swingline Loans) during any calendar quarter. The fees payable under this Section 3.2.1 (collectively, the “ Unused Fees ”) shall be payable quarterly in arrears on the first Business Day of each calendar quarter and on the US Commitment Termination Date.

3.2.2. LC Facility Fees . The relevant Borrower shall pay (i) to the Applicable Agent, for the Pro Rata benefit of the Applicable Lenders, a fee equal to the per annum rate of the Applicable Margin in effect for Standby Letter of Credit Fees times the maximum amount available to be drawn by the Borrower in respect of standby Letters of Credit pursuant to the terms of this Agreement, which fee (a “ Standby Letter of Credit Fee ”) shall be payable quarterly in arrears, on the first Business Day of each calendar quarter; (ii) to the Applicable Agent, for the Pro Rata benefit of the Applicable Lenders, a fee equal to the per annum rate of the Applicable Margin in effect for Documentary Letter of Credit Fees times the maximum amount available to be drawn by the Borrower in respect of documentary Letters of Credit pursuant to the terms of this Agreement, which fee (a “ Documentary Letter of Credit Fee ”) shall be payable quarterly in arrears, on the first Business Day of each calendar quarter; and (iii) to the applicable Issuing Bank, for its own account, a fronting fee calculated at a rate of 0.125% per annum on the maximum amount available to be drawn by the Borrowers in respect of Letters of Credit issued by such Issuing Bank pursuant to the terms of this Agreement, which fee shall be payable quarterly in arrears of the first Business Day of each calendar quarter and (iv) to each Issuing Bank, for its own account, all other customary charges associated with the issuance, amending, negotiating, payment, processing, transfer and administration of Letters of Credit, which charges shall be paid as and when incurred. At any time after the occurrence and during the continuance of an Event of Default, the fees payable under clauses (i) and (ii) shall accrue interest at the Default Rate. Notwithstanding anything to the contrary set forth herein, any Standby Letter of Credit Fee or Documentary Letter of Credit Fee otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Bank shall be payable, to the maximum extent permitted by Applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata shares allocable to such Letter of Credit pursuant to Section 4.2 , with the balance of such Standby Letter of Credit Fee or Documentary Letter of Credit Fee, if any, payable to the Issuing Bank for its own account.

3.2.3. Other Fees . The Borrowers shall pay to the applicable Persons the fees described in the Fee Letters.

3.3. Computation of Interest, Fees, Yield Protection . All computations of interest for Base Rate Loans when the Base Rate is determined by Bank of America’s “prime rate” and Canadian Prime Rate Loans shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computation of interest, as well as fees and other charges calculated on a per annum basis, shall be computed for the actual days elapsed, based on a year of 360 days. Each determination by any Agent of any interest, fees or interest rate hereunder shall be final, conclusive and binding for all purposes, absent manifest error. All fees shall be fully earned when due and shall not be subject to rebate or refund, nor subject to proration except as specifically provided herein. All fees payable under Section 3.2 are compensation for services and are not, and shall not be deemed to be, interest or any other charge for the use, forbearance or detention of money. A certificate as to amounts payable by the Borrowers

under Section 3.4, 3.6, 3.7, 3.9 or 5.8 , submitted to the Borrowers by the Applicable Agent or the affected Lender, as applicable, shall be final, conclusive and binding for all purposes, absent manifest error. For the purpose of complying with the Interest Act (Canada), it is expressly stated that where interest or a fee is calculated pursuant hereto at a rate based upon a 360-day period (for the purposes of this Section, the “first rate”), the yearly rate or percentage of interest to which the first rate is equivalent is the first rate multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 360, and the parties hereto acknowledge that there is a material distinction between the nominal and effective rates of interest and that they are capable of making the calculations necessary to compare such rates and that the calculations herein are to be made using the nominal rate method and not on any basis that gives effect to the principle of deemed reinvestment of interest.

3.4. Reimbursement Obligations . The Borrowers shall reimburse the Agents and each Co-Collateral Agent for all Extraordinary Expenses. Without duplication, the Borrowers shall also reimburse the Agents for all reasonable legal, accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) negotiation, preparation, execution and delivery of any Loan Documents, including any amendment or other modification thereof (whether or not the transactions contemplated hereby or thereby shall be consummated); (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of the Applicable Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; (c) all reasonable out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder; and (d) subject to the limits of Sections 10.1.1(b) and (c) , each inspection, audit or appraisal with respect to any Loan Party or Collateral, whether prepared by the Applicable Agent’s personnel or a third party. The Borrowers shall also reimburse the Agents, the Co-Collateral Agents and the Lenders for all reasonable costs and expenses incurred by them (whether during an Event of Default or otherwise) in connection with the enforcement or preservation of any rights under this Agreement or any of the other Loan Documents (including during any workout, restructuring or negotiations in respect of Loans, Letters of Credit, Loan Documents or the transactions contemplated thereby). The Borrowers shall also reimburse each Co-Collateral Agent for all reasonable and documented legal fees of one outside counsel incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment, waiver, consent, supplement, restatement or other modification thereof or thereto; and (b) administration and enforcement of and actions relating to any Collateral, Loan Documents, and transactions contemplated thereby. All amounts reimbursable by the Borrowers under this Section 3.4 shall constitute Obligations secured by the Collateral and shall be payable within twenty Business Days after presentation by any Agent or Co-Collateral Agent to the Borrowers of a reasonably detailed itemization of such amounts.

3.5. Illegality . Notwithstanding anything to the contrary herein, if (a) any change in any law or interpretation thereof, made after the date hereof, by any Governmental Authority makes it unlawful for a Lender to make or maintain a LIBOR Loan or a Canadian BA Rate Loan or to maintain any Commitment with respect to LIBOR Loans or Canadian BA Rate Loans or (b) a Lender determines that the making or continuance of a LIBOR Loan or a Canadian BA Rate Loan has become impracticable as a result of a circumstance that adversely affects the London interbank market, any other relevant interbank market or the position of such Lender in such market, then such Lender shall give notice thereof to the Applicable Agent and the Borrowers and may (i) declare that LIBOR Loans and/or Canadian BA Rate Loans will not thereafter be made by such Lender, whereupon (x) any request for a LIBOR Loan from such Lender shall be deemed to be a request for a Base Rate Loan and (y) any request for a Canadian BA Rate Loan from such Canadian Lender shall be deemed to be a request for a Canadian Prime Rate Loan, in each case, unless such Lender’s declaration has been withdrawn (and it shall be withdrawn promptly upon cessation of the circumstances described in clause (a) or (b) above); and/or (ii) (x) require that all outstanding LIBOR Loans made by such Lender be converted to Base Rate Loans immediately, in which

event all outstanding LIBOR Loans of such Lender shall be immediately converted to Base Rate Loans, and (y) require that all outstanding Canadian BA Rate Loans made by such Lender be converted to Canadian Prime Rate Loans immediately, in which event all outstanding Canadian BA Rate Loans of such Lender shall be immediately converted to Canadian Prime Rate Loans.

3.6. Increased Costs . If, by reason of (a) the introduction of or any change (including any change by way of imposition or increase of any reserve requirements (but without duplication of any amounts described in the last paragraph of this Section 3.6 )) in any law or interpretation thereof, in each case made after the date hereof, or (b) the compliance with any guideline or request from any Governmental Authority or other Person exercising control over banks or financial institutions generally (whether or not having the force of law), promulgated after the date hereof:

(i) a Lender shall be subject to any Tax with respect to any LIBOR Loan, Canadian BA Rate Loan or Letter of Credit or its obligation to make LIBOR Loans, Canadian BA Rate Loans, issue Letters of Credit or participate in US LC Obligations and/or Canadian LC Obligations, or a change shall result in the basis of taxation of any payment to a Lender with respect to its LIBOR Loans, Canadian BA Rate Loans or its obligation to make LIBOR Loans, Canadian BA Rate Loans, issue Letters of Credit or participate in US LC Obligations and/or Canadian LC Obligations (except for Excluded Taxes); or

(ii) any reserve (including any imposed by the Board of Governors), special deposits or similar requirement against assets of, deposits with or for the account of, or credit extended by, a Lender shall be imposed or deemed applicable, or any other condition affecting a Lender’s LIBOR Loans or Canadian BA Rate Loans or obligation to make LIBOR Loans, Canadian BA Rate Loans, issue Letters of Credit or participate in US LC Obligations and/or Canadian LC Obligations shall be imposed on such Lender or the London interbank market or such other relevant interbank market;

and as a result there shall be a material increase in the cost to such Lender of agreeing to make or making, funding or maintaining LIBOR Loans, Canadian BA Rate Loans, Letters of Credit or participations in US LC Obligations and/or Canadian LC Obligations (except to the extent already included in determination of Adjusted LIBOR or the Canadian BA Rate), or there shall be a reduction in the amount receivable by such Lender, then the Lender shall promptly notify the Borrowers and Agents of such event, and the Borrowers shall, within five days following demand therefor, pay such Lender the amount of such increased costs or reduced amounts; provided , however , that such Lender shall repay to the Borrowers any amounts paid by the Borrowers to such Lender under this Section 3.6 at any time such Lender shall determine that such change or compliance was not applicable to, or required by, such Lender.

If a Lender determines that, because of circumstances described above or any other circumstances arising hereafter affecting such Lender, the London interbank market, such other relevant interbank market or the Lender’s position in any such market, Adjusted LIBOR, Canadian BA Rate or its Applicable Margin, as applicable, will not adequately and fairly reflect the cost to such Lender of funding LIBOR Loans or Canadian BA Rate Loans, issuing Letters of Credit or participating in US LC Obligations and/or Canadian LC Obligations, then (A) the Lender shall promptly notify the Borrowers and Agents of such event; (B) such Lender’s obligation to make LIBOR Loans, Canadian BA Rate Loans, issue Letters of Credit or participate in US LC Obligations and/or Canadian LC Obligations shall be immediately suspended, until each condition giving rise to such suspension no longer exists; and (C) (x) such Lender shall make a Base Rate Loan as part of any requested Borrowing of LIBOR Loans, which Base Rate Loan shall, for all purposes, be considered part of such Borrowing, and (y) such Lender shall make a Canadian Prime Rate Loan as part of any requested Borrowing of Canadian BA Rate Loans, which Canadian Prime Rate Loan shall, for all purposes, be considered part of such Borrowing.

In addition to the foregoing, the applicable Borrower shall pay to each Applicable Lender, (i) as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the unpaid principal amount of each LIBOR Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), and (ii) as long as such Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any other central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of the LIBOR Loans or Canadian BA Rate Loans, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which in each case shall constitute Obligations and be due and payable on each date on which interest is payable on such Loan, provided the Borrower Agent shall have received at least 10 days’ prior notice (with a copy to the Applicable Agent) of such additional interest or costs from such Lender. If a Lender fails to give notice 10 days prior to the relevant interest payment date provided for in this Agreement, such additional interest or costs shall be due and payable 10 days from receipt of such notice.

3.7. Capital Adequacy . If a Lender determines that any introduction of or any change in a Capital Adequacy Regulation, any change in the interpretation or administration of a Capital Adequacy Regulation by a Governmental Authority charged with interpretation or administration thereof, or any compliance by such Lender or any Person controlling such Lender with a Capital Adequacy Regulation, in each case made after the date hereof, increases the amount of capital required or expected to be maintained by such Lender or Person (taking into consideration its capital adequacy policies and desired return on capital) as a consequence of such Lender’s Commitments, Loans, participations in US LC Obligations or Canadian LC Obligations or other obligations under the Loan Documents, then the Borrowers shall, within ten days following demand therefor, pay such Lender an amount sufficient to compensate for such increase. A Lender’s demand for payment shall set forth the nature of the occurrence giving rise to such compensation and a calculation of the amount to be paid. In determining such amount, the Lender may use any reasonable averaging and attribution method.

3.8. Mitigation . Each Lender agrees that, upon becoming aware that it is subject to Section 3.5, 3.6 , 3.7 or 5.8 , it will take reasonable measures to reduce the Borrowers’ obligations under such Sections, including funding or maintaining its Commitments or Loans through another office, as long as use of such measures would not adversely affect such Lender’s Commitments, Loans, business or interests, and would not be inconsistent with any applicable legal or regulatory restriction.

3.9. Funding Losses . If for any reason (other than default by a Lender) (a) any Borrowing of, or conversion to or continuation of, a LIBOR Loan or Canadian BA Rate Loan does not occur on the date specified therefor in a Notice of Borrowing or Notice of Conversion/Continuation (whether or not withdrawn), (b) any repayment or conversion of a LIBOR Loan or Canadian BA Rate Loan occurs on a day other than the end of its Interest Period, or (c) the Borrowers fail to repay a LIBOR Loan or Canadian BA Rate Loan when required hereunder, then the Borrowers shall pay to the Applicable Agent its customary administrative charge and to each Lender all losses and expenses that it sustains as a consequence thereof, including any loss or expense arising from liquidation or redeployment of funds or from fees payable to terminate deposits of matching funds. The Lenders shall not be required to purchase Dollar deposits in the London interbank market or any other offshore Dollar market to fund any LIBOR Loan, but the provisions hereof shall be deemed to apply as if each Lender had purchased such deposits to fund its LIBOR Loans. The Lenders shall not be required to purchase Canadian Dollar deposits in the relevant interbank market or offshore Canadian Dollar market to fund any Canadian BA Rate Loan, but

the provisions hereof shall be deemed to apply as if each Lender had purchased such deposits to fund its Canadian BA Rate Loan.

3.10. Maximum Interest . In no event shall interest, charges or other amounts that are contracted for, charged or received by the Agents and the Lenders pursuant to any Loan Documents and that are deemed interest under Applicable Law (“ interest ”) exceed the highest rate permissible under Applicable Law (“ maximum rate ”). If, in any period, any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate and, if in a future month, that interest rate would otherwise be less than the maximum rate, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon payment in full, in cash, of the Obligations, the total amount of interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section 3.10 , have accrued under the Loan Documents, then the Borrowers shall, to the extent permitted by Applicable Law, pay to the Applicable Agent, for the account of the Applicable Lenders, (a) the lesser of (i) the amount of interest that would have been charged if the maximum rate had been in effect at all times, or (ii) the amount of interest that would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) the amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that any Agent or any Lender has received interest in excess of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by any Agent or any Lender), and upon payment in full, in cash of the Obligations, any balance shall be refunded to the Borrowers. In determining whether any excess interest has been charged or received by any Agent or any Lender, all interest at any time charged or received from the Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations.

3.11. Replacement of the Lenders . In the event that any Lender (i) notifies the Borrower Agent that, pursuant to Section 3.5 , such Lender can no longer make LIBOR Loans or Canadian BA Rate Loans, (ii) demands payment of additional amounts or increased costs pursuant to Section 3.6 or (iii) is a Defaulting Lender (each an “ Affected Lender ”), then the Borrower Agent may, at its option, notify the Applicable Agent and such Affected Lender of its intention to replace the Affected Lender. So long as no Default or Event of Default shall have occurred and be continuing, the Borrower Agent, with the consent of the Administrative Agent, may obtain, at the Borrowers’ expense, a replacement Lender (“ Replacement Lender ”) for the Affected Lender, which Replacement Lender must be (i) an Eligible Assignee and (ii) satisfactory to the Administrative Agent. If the Borrowers obtain a Replacement Lender within ninety (90) days following notice of their intention to do so, the Affected Lender must sell and assign its Loans and Commitments to such Replacement Lender for an amount equal to the principal balance of all Loans held by the Affected Lender and all accrued interest and fees with respect thereto through the date of such sale; provided that the Borrowers shall have reimbursed such Affected Lender for the additional amounts or increased costs that it is entitled to receive under this Agreement through the date of such sale and assignment. Notwithstanding the foregoing, the Borrowers shall not have the right to obtain a Replacement Lender if the Affected Lender (i) in the case of a notice under Section 3.5 , rescinds its notice that it can no longer fund LIBOR Loans or Canadian BA Rate Loans or (ii) in the case of a demand under Section 3.6 , rescinds its demand for increased costs or additional amounts, within ten (10) days following its receipt of the Borrower Agent’s notice of intention to replace such Affected Lender. Furthermore, if the Borrower Agent gives a notice of intention to replace and does not so replace such Affected Lender within ninety (90) days thereafter, the Borrowers’ rights under this paragraph as to such noticed replacement and in connection with such Affected Lender shall terminate.

3.12. Dodd-Frank Act . Notwithstanding anything herein to the contrary (including, without limitation, the provisions set forth in Sections 3.5, 3.6, 3.7 and 5.9 ), (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act, and all regulations, rules, guidelines and directives promulgated thereunder and (y) all rules, guidelines or directives promulgated by the Bank for International settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall, in each case, be deemed to have been adopted after the date hereof, regardless of the date enacted, adopted or issued.

SECTION 4. LOAN ADMINISTRATION

4.1. Manner of Borrowing and Funding Loans .

4.1.1. Notice of Borrowing .

(a) Whenever the Borrowers desire funding of a Borrowing of Loans, the Borrower Agent shall give the Administrative Agent a Notice of Borrowing. Such notice must be received by the Administrative Agent no later than 1:00 p.m. (i) on the Business Day of the requested funding date, in the case of Base Rate Loans or Canadian Prime Rate Loans, and (ii) at least three Business Days prior to the requested funding date, in the case of LIBOR Loans or Canadian BA Rate Loans. Notices received after 1:00 p.m. shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the principal amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as a US Revolver Loan or Canadian Revolver Loan, (D) whether the Borrowing is to be made as a Base Rate Loan, LIBOR Loan, Canadian Prime Rate Loan or a Canadian BA Rate Loan and (E) in the case of LIBOR Loans or Canadian BA Rate Loans, the duration of the applicable Interest Period (which shall be deemed to be one month if not specified). Each borrowing shall be in an aggregate amount of not less than (i) in the case of Base Rate Loans or LIBOR Rate Loans, $500,000 or an integral multiple of $100,000 in excess thereof, and (ii) in the case of Canadian Prime Rate Loans or Canadian BA Rate Loans, Cdn. $500,000 or an integral multiple of Cdn. $100,000 in excess thereof.

(b) Unless payment is otherwise timely made by the Borrowers, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, US LC Obligations, Canadian LC Obligations, Cash Collateral and Bank Product Debt) shall be deemed to be a request for Base Rate Loans or Canadian Prime Rate Loans, as applicable, on the due date, in the amount of such Obligations.

(c) If the Borrowers establish a controlled disbursement account with any Agent or any branch or Affiliate of such Agent, then the presentation for payment of any check or other item of payment drawn on such account at a time when there are insufficient funds to cover it shall be deemed to be, on the date of such presentation, in the amount of the check and items presented for payment, a request for (i) with respect to the US Borrower, Base Rate Loans and (ii) with respect to the Canadian Borrower, Canadian Prime Rate Loans. The proceeds of such Loans may be disbursed directly to the controlled disbursement account or other appropriate account.

4.1.2. Fundings by the Lenders . Each US Lender shall timely honor its US Revolver Commitment by funding its Pro Rata share of each Borrowing of US Revolver Loans that is properly requested hereunder. Each Canadian Lender shall timely honor its Canadian Revolver Commitment by funding its Pro Rata share of each Borrowing of Canadian Revolver Loans that is properly requested hereunder. Except for Borrowings to be made as Swingline Loans, the Applicable Agent shall endeavor to notify the Lenders of each Notice of Borrowing (or deemed request for a Borrowing) by 2:00 p.m. on the proposed funding date for Base Rate Loans or Canadian Prime Rate Loans or by 3:00 p.m. at least

three Business Days before any proposed funding of LIBOR Loans or Canadian BA Rate Loans. Each Lender shall fund to the Applicable Agent such Lender’s Pro Rata share of the Borrowing to the account specified by such Agent in immediately available funds not later than 3:00 p.m. on the requested funding date, unless such Agent’s notice is received after the times provided above, in which event the Lender shall fund its Pro Rata share by 11:00 a.m. on the next Business Day. Subject to its receipt of such amounts from the Lenders, the Applicable Agent shall disburse the proceeds of the Loans as directed by the Borrowers. Unless the Applicable Agent shall have received (in sufficient time to act) written notice from a Lender that it does not intend to fund its Pro Rata share of a Borrowing, such Agent may assume that such Lender has deposited or promptly will deposit its share with such Agent, and such Agent may disburse a corresponding amount to the Borrowers. If a Lender’s share of any Borrowing is not in fact received by the Applicable Agent, then such Lender and the Borrowers agree to repay to the Applicable Agent on demand the amount of such share, together with interest thereon from the date disbursed until repaid, at the rate applicable to such Borrowing. If a Borrower and such Lender shall pay such interest to the Applicable Agent for the same or an overlapping period, the Applicable Agent shall promptly remit to such Borrower the amount of such interest paid by such Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Applicable Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by a Borrower shall be without prejudice to any claim such Borrower may have against a Lender that shall have failed to make such payment to the Applicable Agent.

4.1.3. Swingline Loans; Settlement .

(a) In reliance upon the agreements of:

(i) the US Revolver Lenders set forth in this Section 4.1.3 , the Administrative Agent may, in its sole discretion, but shall not be obligated to, advance Swingline Loans denominated in Dollars to the US Borrower out of the Administrative Agent’s own funds unless the funding is specifically required to be made by all US Lenders hereunder; so long as, after giving effect to such Swingline Loan, the Dollar Equivalent of all outstanding Swingline Loans does not exceed the Swingline Loan Subline. Each Swingline Loan for the account of the US Borrower shall constitute a Base Rate Loan for all purposes, except that payments thereon (including interest thereon) shall be made to the Administrative Agent for its own account. The obligation of the US Borrower to repay Swingline Loans shall be evidenced by the records of the Administrative Agent and need not be evidenced by any promissory note. Any notice from the US Borrower requesting a Swingline Loan must be received by the Administrative Agent no later than 1:00 p.m. on the Business Day of the requested funding date. Any Swingline Loan requested by the US Borrower shall be in a minimum amount of $25,000; and

(ii) the Canadian Revolver Lenders set forth in this Section 4.1.3 , the Canadian Agent may, in its sole discretion, but shall not be obligated to, advance Swingline Loans denominated in Canadian Dollars or Dollars to the Canadian Borrower out of the Canadian Agent’s own funds unless the funding is specifically required to be made by all Canadian Lenders hereunder; so long as, after giving effect to such Swingline Loan, the Dollar Equivalent of all outstanding Swingline Loans does not exceed the Swingline Loan Subline. Each Swingline Loan for the account of the Canadian Borrower shall constitute a Base Rate Loan or a Canadian Prime Rate Loan for all purposes, except that payments thereon (including interest thereon) shall be made to the Canadian Agent for its own account. The obligation of the Canadian Borrower to repay Swingline Loans shall be evidenced by the records of Canadian Agent and need not be evidenced by any promissory note. Any notice from the Canadian Borrower requesting a Swingline Loan must be received by the Canadian Agent no later than 1:00 p.m. on the Business Day of the requested funding date. Any Swingline Loan requested by the Canadian Borrower

shall be in a minimum amount of $25,000 in the case of a Base Rate Loan or Cdn. $25,000 in the case of a Canadian Prime Rate Loan.

(b) To facilitate administration of the Loans, the Revolver Lenders and Agents agree (which agreement is solely among them, and not for the benefit of or enforceable by any Borrower) that settlement among them with respect to Swingline Loans and other Revolver Loans may take place periodically on a date determined from time to time by the Applicable Agent, which shall occur at least on a weekly basis. On each settlement date, settlement shall be made with each Revolver Lender in accordance with the Settlement Report delivered by the Applicable Agent to the Revolver Lenders. Between settlement dates, the Administrative Agent may in its discretion apply payments on US Revolver Loans to Swingline Loans for the account of the US Borrower and the Canadian Agent may apply payments on Canadian Revolver Loans to Swingline Loans for the account of the Canadian Borrower, regardless of any designation by the Borrowers or any provision herein to the contrary. Each Revolver Lender’s obligation to make settlements with the Applicable Agent is absolute and unconditional, without offset, counterclaim or other defense, and whether or not the US Revolver Commitments or Canadian Revolver Commitments have terminated, a US Revolver Overadvance or a Canadian Revolver Overadvance exists, or the conditions in Section 6 are satisfied. If, due to an Insolvency Proceeding with respect to the US Borrower or otherwise, any Swingline Loan for the account of the US Borrower may not be settled among the US Revolver Lenders hereunder, then each US Revolver Lender shall be deemed to have purchased from the Administrative Agent a Pro Rata participation in each such unpaid Swingline Loan and shall transfer the amount of such participation to the Administrative Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request therefor. If, due to an Insolvency Proceeding with respect to the Canadian Borrower or otherwise, any Swingline Loan for the account of the Canadian Borrower may not be settled among the Canadian Revolver Lenders hereunder, then each Canadian Revolver Lender shall be deemed to have purchased from the Canadian Agent a Pro Rata participation in each such unpaid Swingline Loan and shall transfer the amount of such participation to the Canadian Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request therefor.

4.1.4. Notices . Each Borrower authorizes the Applicable Agent and the Lenders to extend, convert or continue Loans, effect selections of interest rates, and transfer funds to or on behalf of the Borrowers based on telephonic or other e-mailed, electronic or internet-based instructions in form, in each case, acceptable to the Administrative Agent and the Borrowers. The Borrowers shall confirm each such request by prompt delivery to the Administrative Agent of a Notice of Borrowing or Notice of Conversion/Continuation, if applicable, but if it differs in any material respect from the action taken by the Applicable Agent or the applicable Lenders, the records of the Applicable Agent and such Lenders shall govern. Neither any Agent nor any Lender shall have any liability for any loss suffered by a Borrower as a result of any Agent or any Lender acting upon its understanding of telephonic or other e-mailed, electronic or internet-based instructions in form, in each case, reasonably acceptable to the Applicable Agent and the Borrowers, from a person believed in good faith by any Agent or any Lender to be a person authorized to give such instructions on a Borrower’s behalf.

4.2. Defaulting Lender .

4.2.1. If a Lender is a Defaulting Lender, the Applicable Agent may (but shall not be required to), in its discretion, retain payments that would otherwise be made to such Defaulting Lender hereunder, apply the payments to such Lender’s defaulted obligations or readvance the funds to the Borrowers in accordance with this Agreement. The failure of any Lender to fund a Loan or to make a payment in respect of a US LC Obligation or Canadian LC Obligation shall not relieve any other Lender of its obligations hereunder, and no Lender shall be responsible for default by another Lender. The Lenders and the Agents agree (which agreement is solely among them, and not for the benefit of or

enforceable by any Borrower) that, solely for purposes of determining a Defaulting Lender’s right to vote on matters relating to the Loan Documents and to share in payments, fees and Collateral proceeds thereunder, a Defaulting Lender shall not be deemed to be a “Lender” until all its defaulted obligations have been cured.

4.2.2. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by Applicable Law:

(a) that Defaulting Lender (i) shall not be entitled to receive any Unused Fee pursuant to Section 3.2.1 for any period during which that Lender is a Defaulting Lender (and the Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (ii) shall be limited in its right to receive Letter of Credit Fees as provided in Section 3.2.2 .

(b) for purposes of computing the amount of the obligation of each non-Defaulting Lender that is a US Lender to acquire, refinance or fund participations in Letters of Credit or Swingline Loans pursuant to Sections 2.3 or 4.1 , the “Pro Rata” share or participation of each non-Defaulting Lender that is a US Lender shall be computed without giving effect to the US Revolver Commitment of that Defaulting Lender; provided , that, (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender that is a US Lender to acquire, refinance or fund participations in Letters of Credit and Swingline Loans shall not exceed the lesser of (A) the positive difference, if any, of (1) the US Revolver Commitment of that non-Defaulting Lender, minus (2) the amount of the Total US Revolver Outstandings of that non-Defaulting Lender and (B) the positive difference, if any, of, (1) the Total Affiliate Commitment of that non-Defaulting Lender, minus (2) the amount of the Total Revolver Outstandings of that non-Defaulting Lender and its Canadian Lender Affiliate and branch.

(c) for purposes of computing the amount of the obligation of each non-Defaulting Lender that is a Canadian Lender to acquire, refinance or fund participations in Letters of Credit or Swingline Loans pursuant to Sections 2.3 or 4.1 , the “Pro Rata” share or participation of each non-Defaulting Lender that is a Canadian Lender shall be computed without giving effect to the Canadian Revolver Commitment of that Defaulting Lender; provided , that, (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender that is a Canadian Lender to acquire, refinance or fund participations in Letters of Credit and Swingline Loans shall not exceed the lesser of (A) the positive difference, if any, of (1) the Canadian Revolver Commitment of that non-Defaulting Lender, minus (2) the amount of the Total Canadian Revolver Outstandings of that non-Defaulting Lender and (B) the positive difference, if any, of, (1) the Total Affiliate Commitment of that non-Defaulting Lender, minus (2) the amount of the Total Revolver Outstandings of that non-Defaulting Lender and its US Lender Affiliate and branch.

4.3. Number and Amount of LIBOR Loans and Canadian BA Rate Loans; Determination of Rate . For ease of administration, (a) all LIBOR Loans for the account of the US Borrower having the same length and beginning date of their Interest Periods shall be aggregated together, and such Loans shall be allocated among the US Lenders on a Pro Rata basis, (b) all LIBOR Loans for the account of the Canadian Borrower having the same length and beginning date of their Interest Periods shall be aggregated together, and such Loans shall be allocated among the Canadian Lenders on a Pro Rata basis; and (c) all Canadian BA Rate Loans having the same length and beginning date of their Interest Periods shall be aggregated together, and such Loans shall be allocated among the

Canadian Lenders on a Pro Rata basis. No more than fifteen (15) LIBOR Loans and Canadian BA Rate Loans, in the aggregate, may be outstanding at any time, and (i) each aggregate LIBOR Loan when made, continued or converted shall be in a minimum amount of $500,000, or an increment of $100,000 in excess thereof and (ii) each aggregate Canadian BA Rate Loan when made, continued or converted shall be in a minimum amount of Cdn. $500,000, or an increment of Cdn. $100,000 in excess thereof. Upon determining Adjusted LIBOR or the Canadian BA Rate for any Interest Period requested by the Borrowers, the Applicable Agent shall promptly notify the Borrowers thereof by telephone or electronically and, if requested by the Borrowers, shall confirm any telephonic notice in writing.

4.4. The Borrower Agent . Each Borrower hereby designates the US Borrower (“ Borrower Agent ”) as its representative and agent for all purposes under the Loan Documents, including requests for Loans and Letters of Credit, designation of interest rates, delivery or receipt of communications with any Agent, any Issuing Bank or any Lender, preparation and delivery of Borrowing Base Certificates and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with any Agent, any Issuing Bank or any Lender. The Borrower Agent hereby accepts such appointment. The Agents, the Issuing Banks and the Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or communication (including any notice of borrowing) delivered by the Borrower Agent on behalf of any Borrower. The Agents, the Issuing Banks and the Lenders may give any notice or communication with a Borrower hereunder to the Borrower Agent on behalf of such Borrower. The Agents shall have the right, in their discretion, to deal exclusively with the Borrower Agent for any or all purposes under the Loan Documents. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Borrower Agent shall be binding upon and enforceable against it.

4.5. Effect of Termination . On the effective date of any termination of the Commitments, all Obligations shall be immediately due and payable, and any Lender may terminate its and its Affiliates’ or branches’ Bank Products (including, with the consent of the Administrative Agent, any Cash Management Services). All undertakings of the Borrowers contained in the Loan Documents shall survive any termination, and the Applicable Agent shall retain its Liens in the Collateral and all of its rights and remedies under the Loan Documents until the Full Payment of the Obligations (including all accrued and unpaid principal, interest and fees, and any other Obligations then due and owing, the payment of any appropriate collateral deposits in connection with other Obligations and the occurrence of the Commitment Termination Date). Notwithstanding such Full Payment of the Obligations (including all accrued and unpaid principal, interest and fees, and any other Obligations then due and owing), the payment of any appropriate collateral deposits in connection with other Obligations and the occurrence of the Commitment Termination Date, no Agent shall be required to terminate its Liens in any Collateral unless, with respect to any damages such Agent may incur as a result of the dishonor or return of Payment Items applied to Obligations, such Agent receives (a) a written agreement, executed by the Borrowers and any Person whose advances are used in whole or in part to satisfy the Obligations, indemnifying the Agents, the Issuing Banks and the Lenders from any such damages; or (b) such Cash Collateral as such Agent, in its discretion, deems necessary to protect against any such damages; or (c) such other protections as such Agent in its discretion, deems necessary to protect against any such damages. The provisions of Sections 2.3, 3.4, 3.6, 3.7, 3.9, 4.5, 5.4, 5.8, 12, and 14.2 , and the obligation of each Loan Party and the Lender with respect to each indemnity given by it in any Loan Document, shall survive Full Payment of the Obligations and any release relating to this credit facility.

SECTION 5. PAYMENTS

5.1. General Payment Provisions . All payments of Obligations shall be made in Dollars (except as otherwise provided in Section 5.10 ), without condition, offset, counterclaim, recoupment or

defense of any kind, free of (and without deduction for) any Taxes, and in immediately available funds, not later than 2:00 p.m. on the due date. Any payment after such time shall be deemed made on the next Business Day. The Borrowers may, at the time of payment, specify to the Applicable Agent the Obligations to which such payment is to be applied, but the Applicable Agent shall in all events retain the right to apply such payment in such manner as the Applicable Agent, subject to the provisions hereof, may determine to be appropriate. If any payment under the Loan Documents shall be stated to be due on a day other than a Business Day, the due date shall be extended to the next Business Day and such extension of time shall be included in any computation of interest and fees. Any payment of a LIBOR Loan or a Canadian BA Rate Loan prior to the end of its Interest Period shall be accompanied by all amounts due under Section 3.9 . Any prepayment of the US Revolver Loans or Canadian Revolver Loans denominated in Dollars shall be applied first to Base Rate Loans and then to LIBOR Loans. Any prepayment of the Canadian Revolver Loans denominated in Canadian Dollars shall be applied first to Canadian Prime Rate Loans and then to Canadian BA Rate Loans. Unless the Applicable Agent shall have received notice from a Borrower prior to the time at which any payment is due to the Applicable Agent for the account of the Applicable Lenders or the Issuing Banks hereunder that such Borrower will not make such payment, the Applicable Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Applicable Lenders or the applicable Issuing Bank, as the case may be, the amount due. In such event, if a Borrower has not in fact made such payment, then each of the Applicable Lenders or the applicable Issuing Bank, as the case may be, severally agrees to repay to the Applicable Agent forthwith on demand the amount so distributed to such Lender or such Issuing Bank, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Applicable Agent, at the greater of the Federal Funds Rate (or, with respect to Canadian Lenders, the Bank of Canada overnight rate) and a rate determined by the Applicable Agent in accordance with banking industry rules on interbank compensation.

5.2. Repayment of Loans . The Loans and all other Obligations shall be due and payable in full on the Termination Date, unless payment is sooner required hereunder. The US Borrower promises to pay on the Termination Date, or on such earlier date as payment is required hereunder, and there shall become absolutely due and payable on such date, all of the US Revolver Loans and US LC Obligations outstanding on such date, together with any and all accrued and unpaid interest thereon and all other fees and other amounts then accrued and outstanding with respect thereto. The Canadian Borrower promises to pay on the Termination Date, or on such earlier date as payment is required hereunder, and there shall become absolutely due and payable on such date, all of the Canadian Revolver Loans and the Canadian LC Obligations outstanding on such date, together with any and all accrued and unpaid interest thereon and all other fees and other amounts then accrued and outstanding with respect thereto. The Loans may be prepaid in accordance with Section 5.1 and Section 5.5 .

5.3. Payment of Other Obligations . Obligations other than Loans, including US LC Obligations, Canadian LC Obligations and Extraordinary Expenses, shall be paid by the Borrowers as provided in the Loan Documents or, if no payment date is specified, promptly upon receipt by the Borrowers of notice of the amounts due in connection therewith.

5.4. Marshaling; Payments Set Aside . None of the Agents or the Lenders shall be under any obligation to marshal any assets in favor of any Loan Party or against any Obligations. If any Loan Party makes a payment to the Agents or the Lenders, or if any Agent or any Lender receives payment from the proceeds of Collateral, exercise of setoff or otherwise, and such payment is subsequently invalidated or required to be repaid to a trustee, receiver or any other Person, then the Obligations originally intended to be satisfied, and all Liens, rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been received and any enforcement or setoff had not occurred.

5.5. Allocation of Payments .

5.5.1. Pre-Default Allocation of Payments (US Concentration Account, etc.) . Notwithstanding anything herein to the contrary, at all times when no Event of Default has occurred and is continuing, all funds transferred to the US Concentration Account and for which the US Borrower has received credits, together with all payments to be initially applied to the US Obligations, whether arising from payments by the Loan Parties, realization on Collateral, setoff or otherwise, shall be applied to the Obligations as follows:

(a) first , pro rata to all costs and expenses (including Extraordinary Expenses) constituting US Obligations, owing to the Administrative Agent and the Co-Collateral Agents;

(b) second , to all amounts owing to the Administrative Agent on Swingline Loans, US Revolver Overadvances and Protective Advances, in each case, advanced to the US Borrower;

(c) third , to all Obligations constituting fees owing to the US Lenders in their capacity as the US Lenders (excluding amounts relating to Bank Products);

(d) fourth , to all Obligations constituting interest on US Revolver Loans (excluding amounts relating to Bank Products);

(e) fifth , pro rata to all Obligations constituting principal of US Revolver Loans (excluding amounts relating to Bank Products) and to all amounts owing to any Issuing Bank on US LC Obligations;

(f) sixth , to all other Obligations owing to the US Lenders in their capacity as the US Lenders (excluding Bank Product Debt);

(g) seventh , to the Obligations pursuant to clauses (a) through (f) of Section 5.5.2 below;

(h) eighth , to all other Obligations owing to the Secured Parties (other than Bank Product Debt);

(i) ninth , to Bank Product Debt constituting Obligations owing to the Lenders and their Affiliates and branches for which a Bank Product Reserve has been established; and

(j) tenth , to Bank Product Debt constituting Obligations owing to the Lenders and their Affiliates and branches for which a Bank Product Reserve has not been established.

Amounts shall be applied to each category of Obligations set forth above until the payment in full thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Amounts distributed with respect to any Bank Product Debt, US LC Obligations or Canadian LC Obligations shall be the lesser of the applicable US LC Obligations, Canadian LC Obligations or Bank Product Amount last reported to the Agents or the actual US LC Obligations, Canadian LC Obligations or Bank Product Debt as calculated by the methodology reported to the Agents for determining the amount due. The Agents shall have no obligation to calculate the amount to be distributed with respect to any Bank Product Debt, but may rely upon written notice of the amount (setting forth a reasonably detailed calculation) from the Secured Party. In the absence of such notice, the Agents may assume the amount to be distributed is the Bank Product Amount last reported to it. The allocations set forth in this Section 5.5.1 are solely to determine the rights and

priorities of the Agents and the Lenders as among themselves, and may be changed by agreement among them without the consent of any Loan Party.

5.5.2. Pre-Default Allocation of Payments (Canadian Concentration Accounts, etc.) . Notwithstanding anything herein to the contrary, at all times when no Event of Default has occurred and is continuing, all funds transferred to the Canadian Concentration Accounts and for which the Canadian Borrower has received credits, together with all payments to be initially applied to the Canadian Obligations, whether arising from payments by the Loan Parties, realization on Collateral, setoff or otherwise, shall be applied to the Obligations as follows:

(a) first , pro rata to all costs and expenses (including Extraordinary Expenses) constituting Canadian Obligations, owing to the Canadian Agent and the Co-Collateral Agents;

(b) second , to all amounts owing to the Canadian Agent on Swingline Loans, Canadian Revolver Overadvances and Protective Advances, in each case advanced to the Canadian Borrower;

(c) third , to all Obligations constituting fees owing to the Canadian Lenders in their capacity as the Canadian Lenders (excluding amounts relating to Bank Products);

(d) fourth , to all Obligations constituting interest on the Canadian Revolver Loans (excluding amounts relating to Bank Products);

(e) fifth , pro rata to all Obligations constituting principal of the Canadian Revolver Loans (excluding amounts relating to Bank Products) and to all amounts owing to any Issuing Bank on Canadian LC Obligations;

(f) sixth , to all other Obligations owing to the Canadian Lenders in their capacity as the Canadian Lenders (excluding Bank Product Debt);

(g) seventh , to the Obligations pursuant to clauses (a) through (f) of Section 5.5.1 above;

(h) eighth , to all other Obligations owing to the Secured Parties (other than Bank Product Debt); and

(i) ninth , to the Obligations pursuant to clauses (i) through (j) of Section 5.5.1 above.

priorities of the Agents and the Lenders as among themselves, and may be changed by agreement among them without the consent of any Loan Party.

5.5.3. Post-Default Allocation of Payments . Notwithstanding anything herein to the contrary (but subject to the Intercreditor Agreement), during an Event of Default, all funds transferred to the Concentration Accounts and for which the applicable Borrower has received credits, together with all monies received by the Administrative Agent, the Canadian Agent or any Lender, whether arising from payments by the Loan Parties, realization on Collateral, setoff or otherwise, shall be allocated as follows:

(a) first , pro rata to all costs and expenses (including Extraordinary Expenses) owing to the Agents and the Co-Collateral Agents;

(b) second , to all amounts owing to the Agents on Swingline Loans, US Revolver Overadvances, Canadian Revolver Overadvances and Protective Advances;

(d) fourth , to all Obligations constituting interest on Revolver Loans (excluding amounts relating to Bank Products);

(e) fifth , pro rata to all Obligations constituting principal of Revolver Loans (excluding amounts relating to Bank Products), to all amounts owing to the Issuing Banks on US LC Obligations and Canadian LC Obligations and to provide Cash Collateral for outstanding Letters of Credit;

(f) sixth , to all other Obligations (other than Bank Product Debt);

(g) seventh , to Bank Product Debt constituting Obligations for which a Bank Product Reserve has been established; and

(h) eighth , to Bank Product Debt constituting Obligations for which a Bank Product Reserve has not been established.

5.5.4. Erroneous Application . No Agent shall be liable for any application of amounts made by it in error (unless it has been determined in a final, non-appealable judgment by a court of

competent jurisdiction that such error was a result of the gross negligence or willful misconduct of such Agent) and if any such application is subsequently determined to have been made in error, the sole recourse of any Lender or other Person to which such amount should have been made (unless it has been determined in a final, non-appealable judgment by a court of competent jurisdiction that such error was a result of the gross negligence or willful misconduct of such Agent) shall be to recover the amount from the Person that actually received it (and, if such amount was received by any Lender, such Lender hereby agrees to return it).

5.6. Application of Payments . All funds and cash proceeds in the form of money, checks and like items received in the Concentration Accounts shall be credited, on the next Business Day on which the Agents determines that good collected funds have been received, and, prior to the receipt of good collected funds, on a provisional basis until final receipt of good collected funds, and applied as contemplated by Section 5.5 . All funds and cash proceeds in the form of a wire transfer received in the Concentration Accounts shall be credited on the next Business Day following the Applicable Agent’s receipt of such amounts (or up to such later date as the Agents determine that good collected funds have been received), and applied as contemplated by Section 5.5 . All funds and cash proceeds in the form of an automated clearing house transfer received in the Concentration Accounts shall be credited, on the next Business Day following the Applicable Agent’s receipt of such amounts (or up to such later date as the Administrative Agent determines that good collected funds have been received), and applied as contemplated by Section 5.5 . For purposes of the foregoing provisions of this Section 5.6 , the Applicable Agent shall not be deemed to have received any such funds or cash proceeds on any day unless received by the Applicable Agent before 2:00 p.m. (Boston time) on such day. The Borrowers further acknowledge and agree that any such provisional credits or credits in respect of wire or automatic clearing house funds transfers shall be subject to reversal if final collection in good funds of the related item is not received by, or final settlement of the funds transfer is not made in favor of, the Applicable Agent in accordance with the Applicable Agent’s customary procedures and practices for collecting provisional items or receiving settlement of funds transfers.

5.7. Loan Account; Account Stated .

5.7.1. Loan Account . The Applicable Agent shall maintain in accordance with its usual and customary practices an account or accounts (“ Loan Account ”) evidencing the Debt of the Borrowers resulting from each Loan or issuance of a Letter of Credit from time to time. Any failure of any Agent to record anything in the Loan Account, or any error in doing so, shall not limit or otherwise affect the obligation of the Borrowers to pay any amount owing hereunder. The Agents may maintain a single Loan Account in the name of the Borrower Agent.

5.7.2. Entries Binding . Entries made in the Loan Account shall constitute presumptive evidence of the information contained therein. If any information contained in the Loan Account is provided to or inspected by any Person, then such information shall be conclusive and binding on such Person for all purposes absent manifest error, except to the extent such Person notifies the Applicable Agent in writing within 30 days after receipt or inspection that specific information is subject to dispute.

5.8. Taxes .

5.8.1. Generally . If any Taxes (except Excluded Taxes) shall be payable by any party due to the execution, delivery, issuance or recording of any Loan Documents, or the creation or repayment of any Obligations, the Borrowers shall pay (and shall promptly reimburse the Agents and the Lenders for their payment of) all such Taxes, including any interest and penalties thereon, and will indemnify and hold harmless Indemnitees against all liability in connection therewith.

5.8.2. Withholding Taxes . All payments to the Agents or the Lenders (or any successor or assignee thereof) by a Loan Party under this Agreement or any other Loan Document shall be made free and clear of and without deduction or withholding for any and all Taxes (other than Excluded Taxes) unless required by Applicable Law. If any Loan Party shall be required by Applicable Law to withhold or deduct any Taxes (except Excluded Taxes) with respect to any sum payable under any Loan Documents, (a) the sum payable to such Agent or such Lender shall be increased as may be necessary so that, after making all required withholding or deductions (including withholding or deduction applicable to additional amounts paid under this Section 5.8.2 ), such Agent or such Lender (as the case may be) receives an amount equal to the sum it would have received had no such withholding or deductions been made; (b) such Loan Party shall make such withholding or deductions; and (c) such Loan Party shall pay the full amount withheld or deducted to the relevant taxing or other authority in accordance with Applicable Law.

5.8.3. Indemnity . Each Loan Party shall indemnify and hold harmless each of the Lenders and each Agent for the full amount of Taxes (other than Excluded Taxes) imposed on or paid by such Lender or such Agent and any liability (including penalties, interest and expenses payable or incurred in connection therewith) arising from or with respect to such Taxes, whether or not they were correctly or legally asserted. Payment under this indemnification shall be made within 30 days from the date the relevant Agent or the relevant Lender, as the case may be, makes written demand for it. A certificate containing reasonable detail as to the amount of such Taxes submitted to the relevant Loan Party by the relevant Agent or the relevant Lender shall be conclusive evidence, absent manifest error, of the amount due from such Borrower to such Agent or such Lender, as the case may be.

5.8.4. [Reserved] .

5.8.5. Survival . Notwithstanding anything contained herein to the contrary, the provisions of this Section 5.8 shall survive the expiration or termination of this Agreement and the other Loan Documents.

5.9. Withholding Tax Exemption . At least five Business Days prior to the first date for payment of interest or fees hereunder to a Foreign Lender, the Foreign Lender shall, if applicable, deliver to the Borrowers and the Agents two duly completed copies of IRS Form W-8BEN or W-8ECI (or any subsequent replacement or substitute form therefor), certifying that such Lender can receive payment of Obligations without deduction or withholding of any United States federal income taxes. Each Foreign Lender shall deliver to the Borrowers and the Agents two additional copies of such form before the preceding form expires or becomes obsolete or after the occurrence of any event requiring a change in the form, as well as any amendments, extensions or renewals thereof as may be reasonably requested by the Borrowers or the Agents, in each case, certifying that the Foreign Lender can receive payment of Obligations without deduction or withholding of any such taxes, unless an event (including any change in treaty or law) has occurred that renders such forms inapplicable or prevents the Foreign Lender from certifying that it can receive payments without deduction or withholding of such taxes. During any period that a Foreign Lender does not or is unable to establish that it can receive payments without deduction or withholding of such taxes, other than by reason of an event (including any change in treaty or law) that occurs after it becomes a Lender, the Applicable Agent may withhold taxes from payments to such Foreign Lender at the applicable statutory and treaty rates, and the Borrowers shall not be required to pay any additional amounts under Section 5.8 or this Section 5.9 as a result of such withholding. Each Lender or the Agent that is organized under the laws of the United States, or any state or district thereof shall provide to the US Borrower (and in the case of a Lender, to the Applicable Agent) two duly executed copies of IRS Form W-9. In the event that any Lender or any Agent does not comply with the requirements of this Section 5.9 , the relevant Borrower may withhold taxes from payments to such Lender or such Agent as required by Applicable Law. In the event of the resignation of the Applicable

Agent pursuant to Section 12.8 hereunder, the successor Applicable Agent shall be subject to the provisions of this Section 5.9 in the same manner as a its predecessor Applicable Agent, and shall be required to provide the appropriate IRS Form W-8BEN or W-8ECI to the US Borrower as required in this Section 5.9 . In the event that the successor Applicable Agent does not comply with the requirements of this Section 5.9 , the Borrowers may withhold taxes from payments to such successor Applicable Agent as required by Applicable Law.

5.10. Currency Matters . Dollars are the currency of account and payment for each and every sum at any time due from the Borrowers hereunder; provided that:

(a) except as expressly provided in this Agreement, each repayment of a Loan or a part thereof shall be made in the currency in which such Loan is denominated at the time of that repayment;

(b) each payment of interest shall be made in the currency in which such principal or other sum in respect of which such interest is payable, is denominated;

(c) each payment of any Letter of Credit Fees payable by the US Borrower (and any other fees payable by the US Borrower under Section 3.2.2 ), Unused Fees payable by the US Borrower and all other amounts due hereunder (unless the provisions of the Agreement require otherwise) shall be in Dollars;

(d) each (i) payment of any Letter of Credit Fees payable by the Canadian Borrower in respect of Letters of Credit denominated in Canadian Dollars (and any other fees payable by the Canadian Borrower under Section 3.2.2 in respect thereof) shall be in Canadian Dollars and (ii) payment of any Letter of Credit Fees payable by the Canadian Borrower in respect of Letters of Credit denominated in Dollars (and any other fees payable by the Canadian Borrower under Section 3.2.2 in respect thereof) shall be in Dollars;

(e) each payment in respect of costs, expenses and indemnities shall be made in the currency in which the same were incurred; and

(f) any amount expressed to be payable in Canadian Dollars shall be paid in Canadian Dollars.

No payment to any Agent or any Lender (whether under any judgment or court order or otherwise) shall discharge the obligation or liability in respect of which it was made unless and until such Agent or such Lender shall have received payment in full in the currency in which such obligation or liability was incurred, and to the extent that the amount of any such payment shall, on actual conversion into such currency, fall short of such obligation or liability actual or contingent expressed in that currency, each Borrower agrees to indemnify and hold harmless such Agent or such Lender, as the case may be, with respect to the amount of the shortfall with respect to amounts payable by such Borrower hereunder, with such indemnity surviving the termination of this Agreement and any legal proceeding, judgment or court order pursuant to which the original payment was made which resulted in the shortfall.

SECTION 6. CONDITIONS PRECEDENT

6.1. Conditions Precedent to Effectiveness of this Agreement . In addition to the conditions set forth in Section 6.2 , this Agreement shall not be effective and the Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to the Borrowers hereunder until the date (“ Closing Date ”) that each of the following conditions has been satisfied (in each

case, in form and substance satisfactory to the Agents and each of the Lenders), unless the Administrative Agent, in its sole discretion, determines that the satisfaction of one or more of the following conditions precedent may be satisfied on a post-closing basis pursuant to the Post-Closing Agreement:

(a) Notes shall have been executed by the Borrowers and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have been duly executed and delivered to the Administrative Agent by each of the signatories thereto, and each Loan Party shall be in compliance with all terms thereof.

(b) The Agents shall be satisfied that the Security Documents shall be effective to create in favor of the Applicable Agent a legal, valid and enforceable first priority security interest in and Lien upon the Collateral and shall have received (i) evidence that all filings, recordings, deliveries of instruments and other actions necessary or desirable in the commercially reasonable opinion of the Agents to protect and preserve such security interests shall have been duly effected, (ii) UCC, PPSA and Lien searches (and the equivalent thereof in all applicable foreign jurisdictions) and other evidence reasonably satisfactory to the Agents that such Liens are the only Liens upon the Collateral, except Permitted Liens, (iii) evidence that the payment (or evidence of provision for payment) of all filing and recording fees and taxes due and payable in respect thereof has been made in form and substance reasonably satisfactory to the Administrative Agent, (iv) all Lien Waivers and Lien Priority Agreements (to the extent not previously received) necessary or desirable in the reasonable opinion of the Administrative Agent, and (v) a completed and fully executed information certificate with respect to each Loan Party substantially in the form of Exhibit F hereto.

(c) The Administrative Agent shall have received executed copies of the Term Loan Agreement, the Quebec Subordinated Debt Documents, the Rolex Documents, the Management Agreement, the Damiani Debt Documents and the Montrovest Debt Documents certified by a Senior Officer of the Borrowers as complete and correct (with such certification to be in such Person’s capacity as a Senior Officer of the Borrowers and not in such Person’s individual capacity), which documents shall be in full force and effect and without amendment except attached thereto.

(d) the Canadian Agent shall have received duly executed estoppel letters with respect to consignment filings on record in any province in Canada (to the extent not previously received).

(e) The Administrative Agent shall have received a certificate, in form and substance reasonably satisfactory to it, from a Senior Officer of each Borrower (with such certification to be in such Person’s capacity as a Senior Officer of such Borrower and not in such Person’s individual capacity) certifying that:

(i) after giving effect to the Loans and transactions hereunder and under the Term Loan Documents, (A) each Loan Party is Solvent; (B) no Default or Event of Default exists; (C) the representations and warranties set forth in Section 9 are true and correct in all material respects; and (D) each Loan Party has complied in all material respects with all agreements and conditions to be satisfied by it under the Loan Documents;

(ii) there is no action, suit, investigation or proceeding pending or, to the knowledge of the Loan Parties, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect;

(iii) all Loans made by the Lenders to the Borrowers hereunder are and shall remain in full compliance with the Federal Reserve’s margin regulations and other similar Applicable Laws;

(iv) no law or regulation to which any Loan Party is subject is applicable to the transactions contemplated hereby which could reasonably be expected to have a Material Adverse Effect on any Loan Party or a Material Adverse Effect on the transactions contemplated hereby;

(v) no Material Adverse Effect shall have occurred since March 27, 2010; and

(vi) contemporaneously with the effectiveness of this Agreement, the transactions contemplated by the Term Loan Documents shall have been consummated and the Borrowers shall have received not less than $5,500,000 additional gross cash proceeds therefrom (such that the aggregate principal amount of the Term Loan is $18,000,000 on the Closing Date).

(f) The Administrative Agent shall have received a certificate of a duly authorized officer of each Loan Party (with such certification to be in such Person’s capacity as an officer of such Loan Party and not in such Person’s individual capacity), certifying (i) that such Loan Party’s Organizational Documents have not been amended since December 17, 2008 or such later date that such Loan Party’s Organizational Documents were so certified and delivered to the Administrative Agent (or, to the extent that any such amendments have occurred since any such date, that attached copies of such Loan Party’s Organizational Documents are true and complete and in full force and effect, without amendment except as shown) and remain in full force and effect, (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility, and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. The Administrative Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Loan Party in writing.

(g) Each of the Lenders and the Agents shall have received favorable legal opinions addressed to the Lenders and the Agents, dated as of the Closing Date, in form and substance reasonably satisfactory to the Lenders and the Agents, from (i) Holland & Knight LLP, US counsel to the Borrowers and their Subsidiaries; (ii) Stikeman Elliott LLP, Canadian counsel to the Borrowers and their Subsidiaries; and (iii) local Canadian counsel to the Borrowers and their Subsidiaries with respect to filing and perfection matters in the applicable provinces and territories of Canada.

(h) The Administrative Agent shall have received good standing or subsistence certificates, as applicable, for each Loan Party, issued by the Secretary of State or other appropriate official of such Loan Party’s jurisdiction of organization dated as of a recent date.

(i) The Administrative Agent shall (i) be reasonably satisfied with the amount, types and terms and conditions of all insurance maintained by the Loan Parties and their Subsidiaries, and (ii) have received certificates of insurance identifying insurers, types of insurance, insurance limits and policy terms and with endorsements naming the Applicable Agent, for the benefit of the Lenders, as lender’s loss payee or additional insured, as applicable, with respect to each insurance policy required to be maintained with respect to the Collateral and otherwise in form and substance reasonably satisfactory to the Administrative Agent.

(j) The Administrative Agent shall have completed its business, financial and legal due diligence of the Loan Parties, with results reasonably satisfactory to the Administrative Agent and the

Administrative Agent shall be satisfied that no Material Adverse Effect shall have occurred since March 27, 2010.

(k) The Borrowers shall have paid all fees and expenses to be paid to the Agents, the Co-Collateral Agents and the Lenders on the Closing Date (including, without limitation, all fees, charges and disbursements of counsel, including local counsel, to the Agents and the Co-Collateral Agents to the extent invoiced prior to or on the Closing Date).

(l) The Borrowers shall have consummated the transactions contemplated by the Term Loan Documents (including any amendments thereof) and such documents shall be in full force and effect.

(m) The Administrative Agent shall have received a duly executed copy of the Intercreditor Agreement, the Management Subordination Agreement and the Montrovest Subordination Agreement, each of which shall be in form and substance satisfactory to the Administrative Agent and which shall be in full force and effect.

(n) The Administrative Agent shall have received satisfactory evidence that, contemporaneously with the closing of the transactions contemplated hereby, the Tranche A-1 Loans (as defined in the Existing Credit Agreement) shall be repaid in full in cash.

(o) The Administrative Agent shall have received a flow of funds, in form and substance satisfactory to the Administrative Agent.

(p) [Reserved].

(q) The Administrative Agent shall have received a Borrowing Base Certificate indicating that Revolver Excess Availability as of the Closing Date, after giving effect to the transactions contemplated hereby (including all Loans and Letters of Credit to be issued on the Closing Date), and by the Term Loan Documents, is not less than $10,000,000.

(r) The Administrative Agent shall have received a certificate of a duly authorized officer of each Loan Party (with such certification to be in such Person’s capacity as an officer of such Loan Party and not in such Person’s individual capacity), either (i) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (ii) stating that no such consents, licenses or approvals are so required.

(s) The Administrative Agent shall have received (i) the audited financial statements of the Borrowers for the Fiscal Year ended on March 27, 2010, (ii) the unaudited financial statements of the Borrowers for the Fiscal Year ended March 26, 2011 and (iii) forecasts prepared by management of the Borrowers of balance sheets, income statements and cash flow statements of the Borrowers on a monthly basis for the current Fiscal Year.

6.2. Conditions Precedent to All Credit Extensions . The Agents, the Issuing Bank and the Lenders shall not be required to fund any Loans, arrange for issuance of any Letters of Credit or grant any other accommodation to or for the benefit of the Borrowers, unless the following conditions are satisfied:

(a) The Applicable Agent shall have received (i) with respect to any requested funding of any Loan, a Notice of Borrowing in accordance with Section 4.1.1 or (ii) with respect to any

requested issuance of a Letter of Credit, an LC Application and such other related documents in accordance with Section 2.3 ;

(b) No Default or Event of Default shall exist at the time of, or result from, such funding, issuance or grant;

(c) The representations and warranties of each Loan Party in the Loan Documents shall be true and correct in all material respects on the date of, and upon giving effect to, such funding, issuance or grant (except for representations and warranties that expressly relate to an earlier date and except for changes therein which do not cause a violation of this Agreement);

(d) All conditions precedent in any other Loan Document shall be satisfied;

(e) No event shall have occurred or circumstance exist that has or could reasonably be expected to have a Material Adverse Effect;

(f) With respect to issuance of a Letter of Credit, the US LC Conditions or the Canadian LC Conditions, as applicable, shall be satisfied;

(g) No change shall have occurred in any law or regulations thereunder or interpretations thereof (including “currency exchange” laws, rules or regulations) that in the reasonable opinion of any Lender would make it illegal or impractical for such Lender to make such Loan or to participate in the issuance, extension or renewal of such Letter of Credit or in the reasonable opinion of the Applicable Agent would make it illegal or impractical for the applicable Issuing Bank to issue, extend or renew such Letter of Credit; and

(h) Solely with respect to a request of Canadian Revolver Loans or a request for a Letter of Credit to be issued for the account or benefit of the Canadian Borrower, no request by Canada Revenue Agency for payment pursuant to Section 224(1.1) or any successor section of the ITA or any comparable provision of any other taxing statute shall have been received by any Person in respect of the Borrowers.

Each request (or deemed request) by the Borrowers for funding of a Loan, issuance of a Letter of Credit or grant of an accommodation shall constitute a representation by the Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance or grant.

6.3. Limited Waiver of Conditions Precedent . If the Agents, the Issuing Banks or the Lenders fund any Loans, arrange for issuance of any Letters of Credit or grant any other accommodation when any conditions precedent are not satisfied (regardless of whether the lack of satisfaction was known or unknown at the time), it shall not operate as a waiver of (a) the right of the Agents, the Issuing Banks and the Lenders to insist upon satisfaction of all conditions precedent with respect to any subsequent funding, issuance or grant; nor (b) any Default or Event of Default due to such failure of conditions or otherwise.

SECTION 7. COLLATERAL SECURITY AND GUARANTEES

7.1. Grant of Security Interest . To secure the prompt payment and performance of all Obligations, each Loan Party hereby grants to the Applicable Agent, for the benefit of the Secured Parties, a continuing security interest in and Lien upon all Property of such Loan Party, including all of the following Property, whether now owned or hereafter acquired, and wherever located:

(a) all Accounts;

(b) all Chattel Paper, including electronic chattel paper;

(c) all Commercial Tort Claims, including, without limitation those Commercial Tort Claims identified on Schedule 7.1 (as such Schedule may be updated by the Administrative Agent from time to time);

(d) all Deposit Accounts;

(e) all Documents;

(f) all General Intangibles, including Payment Intangibles, Software and Intellectual Property;

(g) all Goods, including Inventory, Equipment and Fixtures;

(h) all Instruments;

(i) all Investment Property;

(j) all Letter-of-Credit Rights;

(k) all Supporting Obligations;

(l) all monies, whether or not in the possession or under the control of an Agent, a Lender, or a bailee or Affiliate of an Agent or a Lender, including any Cash Collateral;

(m) all accessions to, substitutions for, and all replacements, products, and cash and non-cash proceeds of the foregoing, including proceeds of and unearned premiums with respect to insurance policies, and claims against any Person for loss, damage or destruction of any Collateral; and

(n) all books and records (including customer lists, files, correspondence, tapes, computer programs, print-outs and computer records) pertaining to the foregoing.

7.2. Deposit Accounts; Cash Collateral; Credit Card Agreements .

7.2.1. Bank Accounts .

(a) To further secure the prompt payment and performance of all Obligations, each Loan Party hereby grants to the Applicable Agent, for the benefit of the Secured Parties, a continuing security interest in and Lien upon all of such Loan Party’s right, title and interest in and to each Deposit Account of such Loan Party and any deposits or other sums at any time credited to any such Deposit Account, including any sums in any blocked or lockbox accounts or in any accounts into which such sums are swept. Each Loan Party authorizes and directs each bank or other depository to deliver, on a daily basis and pursuant to the Applicable Agent’s instructions, all balances in each Deposit Account (other than an Exempt Deposit Account) maintained by such Loan Party with such depository for application to the Obligations in accordance with Section 5.5 . Each Loan Party irrevocably appoints the Applicable Agent as such Loan Party’s attorney-in-fact to collect such balances to the extent any such delivery is not so made.

(b) The Borrowers shall (i) at all times maintain the Concentration Accounts and (ii) request in writing and otherwise take all reasonable steps to ensure that (A) all collections (including, without limitation, all Payment Items), together with any and all other proceeds received by any Loan Party (including, without limitation, proceeds received by any Loan Party in connection with an issuance of Debt or Capital Stock, insurance proceeds, proceeds of sales and tax refunds) are made directly to the applicable Concentration Account or a Dominion Account and (B) all balances in each Deposit Account (other than a Deposit Account constituting the Concentration Account) are transferred daily to the applicable Concentration Account. If any Borrower or Subsidiary receives cash or Payment Items with respect to any Collateral or any other proceeds described in this paragraph, it shall hold same in trust for the Applicable Agent and promptly (not later than the next Business Day) deposit same into the applicable Concentration Account. All balances in the Concentration Accounts shall be applied to the Obligations pursuant to Section 5.5. Notwithstanding anything to the contrary contained herein, the parties acknowledge that, as of the Closing Date, the Deposit Accounts maintained at Royal Bank of Canada and Bank of Montreal are not subject to a Deposit Account Control Agreement; however, upon the request of the Administrative Agent, the Loan Parties shall use commercially reasonable efforts to enter into a Deposit Account Control Agreement over such Deposit Accounts or shall close such accounts.

(c) Schedule 7.2.1 sets forth the account numbers and locations of all Deposit Accounts (and related lockbox arrangements) of each Loan Party as of the Closing Date. Each Loan Party shall be the sole account holder of each Deposit Account and shall not allow any other Person (other than Applicable Agent and, subject to the Intercreditor Agreement, the Term Loan Agent) to have control over a Deposit Account. Contemporaneously with the delivery of quarterly financial statements, each Loan Party shall notify the Administrative Agent of any opening or closing of a Deposit Account since the last such report (or, in the case of the first such report, since the Closing Date) and will provide an updated Schedule 7.2.1 to reflect the same.

(d) Each Concentration Account, each Dominion Account and each other Deposit Account into which Accounts from credit card processors are deposited and, following the occurrence and during the continuance of an Event of Default, at the request of the Applicable Agent, any other Deposit Account (other than Exempt Deposit Accounts) shall be subject to control arrangements or lockbox or other arrangements reasonably acceptable to the Agents. Neither the Agents nor the Lenders assume any responsibility to any Loan Party for any lockbox arrangement or Dominion Account, including any claim of accord and satisfaction or release with respect to any Payment Items accepted by any bank.

(e) No Loan Party shall, or shall cause or permit any Subsidiary to, accumulate or maintain cash in a disbursement account or payroll account, as of any date of determination, in excess of checks outstanding against such account as of that date and amounts necessary to meet minimum balance requirements.

7.2.2. Cash Collateral . Any Cash Collateral may be invested, in each Applicable Agent’s discretion, in Cash Equivalents, but no Agent shall have any duty to do so, regardless of any agreement, understanding or course of dealing with any Loan Party, and shall have no responsibility for any investment or loss. Each Loan Party hereby grants to the Applicable Agent, for the benefit of the Secured Parties, a security interest in and Lien upon all Cash Collateral held from time to time and all proceeds thereof, as security for the Obligations, whether such Cash Collateral is held in the Cash Collateral Account or elsewhere. The Applicable Agent may apply Cash Collateral to the payment of any Obligations in accordance with Section 5.5 . The Cash Collateral Account and all Cash Collateral shall be under the sole dominion and control of the Applicable Agent. No Loan Party or other Person claiming through or on behalf of any Loan Party shall have any right to any Cash Collateral, until Full Payment of all Obligations.

7.2.3. Credit Card Arrangements . Schedule 7.2.3 sets forth all arrangements to which any Loan Party is a party as of the Closing Date with respect to the payment to any Loan Party of the proceeds of credit card charges for sales by such Loan Party. The Loan Parties shall deliver to the Applicable Agent Credit Card Agreements instructing each of their credit card processors to transfer all amounts owing by such processor to a Loan Party directly to the applicable Concentration Account or a Dominion Account, with such Credit Card Agreements to be executed by each relevant Loan Party and the applicable credit card processor. Contemporaneously with the delivery of quarterly financial statements, each Loan Party shall provide an updated Schedule 7.2.3 to reflect any additional credit card arrangements to which any Borrower or any Subsidiary is from time to time a party and shall deliver a Credit Card Agreement to the Applicable Agent upon entry into such additional credit card arrangements.

7.3. Lien on Real Estate .

7.3.1. Lien on Real Estate . The Obligations shall also be secured by Mortgages upon all Real Estate owned by the Loan Parties (if any). The Mortgages shall be duly recorded, at the Borrowers’ expense, in each office where such recording is required to constitute a fully perfected Lien on the Real Estate covered thereby. If any Loan Party acquires Real Estate hereafter, the Borrowers shall, within 30 days, execute, deliver and record a Mortgage sufficient to create a first priority Lien in favor of the Applicable Agent on such Real Estate, and shall deliver all Related Real Estate Documents.

7.3.2. Collateral Assignment of Leases . To further secure the prompt payment and performance of all Obligations, each Loan Party hereby collaterally transfers and assigns to the Applicable Agent, for the benefit of the Secured Parties, all of such Loan Party’s right, title and interest in, to and under all now or hereafter existing leases of real Property to which such Loan Party is a party, whether as lessor or lessee, and all extensions, renewals and modifications thereof.

7.4. Other Collateral .

7.4.1. Commercial Tort Claims . The Borrowers shall promptly notify the Agents in writing if any Loan Party has a Commercial Tort Claim and, upon any Agent’s request, shall promptly execute such documents and take such actions as such Agent deems appropriate to confer upon such Agent (for the benefit of the Secured Parties) a duly perfected, first priority Lien upon such claim.

7.4.2. Certain After-Acquired Collateral . The Borrowers shall promptly notify the Agents in writing if, after the Closing Date, any Loan Party obtains any interest in any Collateral consisting of Deposit Accounts, Chattel Paper, Documents, Instruments, material Intellectual Property, Investment Property or Letter-of-Credit Rights and, upon any Agent’s request, shall promptly execute such documents and take such actions as such Agent deems appropriate to effect such Agent’s duly perfected, first priority Lien upon such Collateral, including obtaining any appropriate possession, control agreement, Lien Waiver or Lien Priority Agreement. If any Collateral is in the possession of a third party, at any Agent’s request, the applicable Loan Party shall obtain an acknowledgment that such third party holds the Collateral for the benefit of such Agent.

7.5. No Assumption of Liability . The Lien on Collateral granted hereunder is given as security only and shall not subject any Agent or any Secured Party to, or in any way modify, any obligation or liability of the Loan Parties relating to any Collateral.

7.6. Further Assurances . Promptly upon request, the Loan Parties shall deliver such instruments, assignments, title certificates, or other documents or agreements, and shall take such actions, as each Agent deems appropriate under Applicable Law to evidence or perfect its Lien on any Collateral, or otherwise to give effect to the intent of this Agreement. Each Loan Party authorizes each Agent to file

any financing statement that indicates the Collateral as “all assets” or “all personal property” of such Loan Party, or words to similar effect, and ratifies any action taken by any Agent before the Closing Date to effect or perfect its Lien on any Collateral.

7.7. Guarantees by the Borrowers; Intercompany Debt Subordination Arrangements .

7.7.1. Guarantees .

(a) For value received and hereby acknowledged and as an inducement to the US Lenders and the Administrative Agent to make the Loans, and the Issuing Banks to issue, extend and renew Letters of Credit for the account of the US Borrower, the Canadian Borrower hereby unconditionally and irrevocably guarantees (i) the full punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the US Borrower and each other Loan Party now or hereafter existing whether for principal, interest, fees, expenses or otherwise, and (ii) the strict performance and observance by the US Borrower and each other Loan Party of all agreements, warranties and covenants applicable to such Loan Party in this Agreement and the other Loan Documents and (iii) the obligations of the US Borrower and each other Loan Party under this Agreement and the other Loan Documents (such Obligations collectively being hereafter referred to as the “ Guaranteed US Obligations ”).

(b) For value received and hereby acknowledged and as an inducement to the Canadian Lenders and the Canadian Agent to make the Loans, and the Issuing Banks to issue, extend and renew Letters of Credit for the account of the Canadian Borrower, the US Borrower hereby unconditionally and irrevocably guarantees (i) the full punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Canadian Borrower and each other Loan Party now or hereafter existing whether for principal, interest, fees, expenses or otherwise, and (ii) the strict performance and observance by the Canadian Borrower and each other Loan Party of all agreements, warranties and covenants applicable to such Loan Party in this Agreement and the other Loan Documents and (iii) the obligations of the Canadian Borrower and each other Loan Party under this Agreement and the other Loan Documents (such Obligations collectively being hereafter referred to as the “ Guaranteed Canadian Obligations ”).

7.7.2. Guarantees Absolute . The Canadian Borrower guarantees that the Guaranteed US Obligations will be paid strictly in accordance with the terms hereof, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the US Lenders with respect thereto. The US Borrower guarantees that the Guaranteed Canadian Obligations will be paid strictly in accordance with the terms hereof, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Canadian Lenders with respect thereto. The liability of the Canadian Borrower and the US Borrower under their guarantees of the Guaranteed US Obligations and the Guaranteed Canadian Obligations, respectively, shall be absolute and unconditional irrespective of:

(a) any Loan Party’s lack of authorization, execution, validity or enforceability of this Agreement or any other Loan Document and any amendment hereof (with regard to such Guaranteed Obligations), or any other obligation, agreement or instrument relating thereto (it being agreed by each Borrower that its Guaranteed Obligations shall not be discharged prior to Full Payment of all of the Obligations) or any failure to obtain any necessary governmental consent or approvals or necessary third party consents or approvals;

(b) any Agent’s, any Issuing Bank’s or any Lender’s exercise or enforcement of, or failure or delay in exercising or enforcing, legal proceedings to collect the Obligations or the Guaranteed Obligations or any power, right or remedy with respect to any of the Obligations or the Guaranteed Obligations, including (i) any suspension of any Agent’s, any Issuing Bank’s or any Lender’s right to enforce any Borrower’s Guaranteed Obligations, or (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other amendment or waiver of or any consent to departure from this Agreement or the other Loan Documents (with regard to such Guaranteed Obligations) or any other agreement or instrument governing or evidencing any of the Guaranteed Obligations;

(c) any exchange, release, unenforceability, non-opposability or non-perfection of any Collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations;

(d) any change in ownership of any Loan Party;

(e) any acceptance of any partial payment(s) from any Loan Party;

(f) any insolvency, bankruptcy, reorganization, arrangement, adjustment, composition, assignment for the benefit of creditors, appointment of a receiver, interim receiver, receiver and manager, monitor or trustee for all or any part of any Loan Party’s assets;

(g) any assignment, participation or other transfer or reallocation, in whole or in part (whether or not subject to a conversion of a Loan of one Type into a Loan of another Type or a conversion from one currency to another), of any Agent’s, any Issuing Bank’s or any Lender’s interest in and rights under this Agreement or any other Loan Document, or of any Agent’s, any Issuing Bank’s or any Lender’s interest in the Obligations or the Guaranteed Obligations;

(h) any cancellation, renunciation or surrender of any pledge, guaranty or any debt instrument evidencing the Obligations or the Guaranteed Obligations;

(i) any Agent’s, any Issuing Bank’s or any Lender’s vote, claim, distribution, election, acceptance, action or inaction in any proceeding under any Insolvency Proceeding related to the Obligations or the Guaranteed Obligations; or

(j) any other action or circumstance, other than payment, which might otherwise constitute a defense available to, or a discharge of, any Borrower in respect of its Guaranteed Obligations (other than the defense of payment in full).

The guarantees contained in this Section 7.7 shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Guaranteed Obligation is rescinded or must otherwise be returned by any Agent, any Issuing Bank or any Lender upon the insolvency, bankruptcy or reorganization of any Loan Party or otherwise, all as though such payment had not been made.

7.7.3. Effectiveness; Enforcement . The guarantee of the Canadian Borrower hereunder shall be effective and shall be deemed to be made with respect to each Loan made to and each Letter of Credit issued for the account of the US Borrower as of the time it is made, issued or accepted, as applicable. The guarantee of the US Borrower hereunder shall be effective and shall be deemed to be made with respect to each Loan made to and each Letter of Credit issued for the account of the Canadian Borrower as of the time it is made, issued or accepted, as applicable. No

invalidity, irregularity or unenforceability by reason of any Insolvency Proceeding, or any law or order of any government or agency thereof purporting to reduce, amend or otherwise affect any liability of any Loan Party, and no defect in or insufficiency or want of powers of any Loan Party or irregular or improperly recorded exercise thereof, shall impair, affect, be a defense to or claim against either guarantee. Each guarantee hereunder is a continuing guarantee and shall (a) survive any termination of this Agreement, and (b) remain in full force and effect until Full Payment of the Obligations to which such guarantee relates. The guarantee of the Canadian Borrower under this Agreement is made for the benefit of the Agents, the Issuing Banks and the Lenders and their successors and assigns, and may be enforced from time to time as often as occasion therefor may arise and without requirement on the part of any Agent, the Issuing Banks or the Lenders first to exercise any rights against the US Borrower, or to resort to any other source or means of obtaining payment of any of the Guaranteed US Obligations or to elect any other remedy. The guarantee of the US Borrower under this Agreement is made for the benefit of the Agents, the Issuing Banks and the Lenders and their successors and assigns, and may be enforced from time to time as often as occasion therefor may arise and without requirement on the part of any Agent, the Issuing Banks or the Lenders first to exercise any rights against the Canadian Borrower, or to resort to any other source or means of obtaining payment of any of the Guaranteed Canadian Obligations or to elect any other remedy.

7.7.4. Waiver . Each Borrower hereby renounces to the benefits of division and discussion with respect to their respective guarantees. Each Borrower hereby waives promptness, diligence, protest, notice of protest, all suretyship defenses, notice of acceptance and any other notice with respect to any of its Guaranteed Obligations and its guarantee and any requirement that any Agent, any Issuing Bank or any Lender secure, render enforceable or opposable, perfect or protect any security interest or Lien on any property subject thereto or exhaust any right or take any action against any Loan Party or any other Person or any Collateral. Each Borrower also irrevocably waives, to the fullest extent permitted by Applicable Law, all defenses which at any time may be available to it in respect of its Guaranteed Obligations by virtue of any statute of limitations, valuation, stay, moratorium law or similar law now or hereinafter in effect.

7.7.5. Subordination; Subrogation . Until the Full Payment of the Obligations, each Borrower agrees not to exercise, and each Borrower hereby waives, any rights against any other Loan Party as a result of payment by such Borrower hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, and such Borrower will not prove any claim in competition with any Agent, any Issuing Bank or any Lender in respect of any payment hereunder in any proceedings of any nature in any Insolvency Proceeding; no Borrower will claim any set-off, recoupment or counterclaim against any other Loan Party in respect of any liability of a Loan Party to any other Loan Party; and each Borrower waives any benefit of and any right to participate in any Collateral which may be held by any Secured Party or any Agent. Each Borrower agrees that, after the occurrence and during the continuance of any Default or Event of Default, such Borrower will not demand, sue for or otherwise attempt to collect any Debt of any other Loan Party to such Borrower until Full Payment of all of the Obligations. If, notwithstanding the foregoing sentence, any Borrower shall collect, enforce or receive any amounts in respect of the Debt of any other Loan Party in violation of the foregoing sentence while any Obligations of such other Loan Party are still outstanding or while any Commitments are outstanding, such amounts shall be collected, enforced and received by such Borrower as trustee for the Lenders, the Issuing Banks and the Agents and be paid over to the Applicable Agent, for the benefit of the Lenders, the Issuing Banks and the Agents on account of the Obligations of such Borrower without affecting in any manner the liability of such Borrower under the other provisions hereof. The provisions of this section shall survive the expiration or termination of this Agreement and the other Loan Documents.

7.7.6. Payments . Each Borrower agrees to pay its Guaranteed Obligations in the currency in which such Obligation is payable by the other Loan Parties and all payments by such Borrower hereunder shall be made without setoff or counterclaim and shall be free and clear of and without deduction for any foreign or domestic Taxes, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless such Borrower is required by Applicable Law to make such deduction or withholding.

7.7.7. Receipt of Information . Each Borrower acknowledges and confirms that it itself has established its own adequate means of obtaining from the other Loan Parties on a continuing basis all information desired by such Borrower concerning the financial condition of the other Loan Parties and that such Borrower will look to the other Loan Parties and not to any Agent or any Lender in order to keep adequately informed of changes in the Loan Parties’ financial condition.

7.8. Guaranty of the Subsidiaries . The Obligations shall also be guaranteed pursuant to the terms of each other Guaranty. The obligations of the Guarantors under each Guaranty are in turn secured by a perfected first priority security interest in and Lien upon (subject only to Permitted Liens entitled to priority under Applicable Law) all of the assets of each such Guarantor, whether now owned or hereafter acquired, pursuant to the terms of this Agreement and the Security Documents to which such Guarantor is a party.

7.9. Intercompany Debt Subordination Arrangements . Each Loan Party agrees that, after the occurrence and during the continuance of any Default or Event of Default, such Loan Party will not demand, sue for or otherwise attempt to collect any Debt of the other Loan Party owing to such Loan Party until Full Payment of the Obligations. If, notwithstanding the foregoing sentence, any Loan Party shall collect, enforce or receive any amounts in respect of the Debt of the other Loan Party in violation of the foregoing sentence prior to the Full Payment of the Obligations, such amounts shall be collected, enforced and received by such Loan Party as trustee for the Lenders, the Issuing Banks and the Agents and be paid over to the Applicable Agent, for the benefit of the Lenders, the Issuing Banks and the Agents on account of the Obligations of the Loan Parties without affecting in any manner the liability of the Loan Parties under the other provisions hereof or any other Loan Documents. In addition, until the Full Payment of the Obligations, each Loan Party agrees not to exercise, and each Loan Party hereby waives, any rights against any other Loan Party as a result of payment by such Loan Party hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, and such Loan Party will not prove any claim in competition with any Agent, any Issuing Bank or any Lender in respect of any payment hereunder in any proceedings of any nature in any Insolvency Proceeding; no Loan Party will claim any set-off, recoupment or counterclaim against the other Loan Party in respect of any liability of one Loan Party to the other Loan Party; and each Loan Party waives any benefit of and any right to participate in any Collateral which may be held by any Secured Party or any Agent. The provisions of this Section 7.9 shall survive the expiration or termination of this Agreement and the other Loan Documents.

SECTION 8. COLLATERAL ADMINISTRATION

8.1. Borrowing Base Certificates . Each Borrower shall deliver to the Administrative Agent and each Co-Collateral Agent (and the Administrative Agent shall promptly deliver same to the Canadian Agent and the Lenders) on each Business Day, a Borrowing Base Certificate setting forth the US Borrowing Capacity, the Canadian Borrowing Capacity, the Aggregate Revolver Borrowing Capacity and the Term Loan Borrowing Capacity as at the immediately preceding Business Day; provided that the Borrowers shall only be required to report Eligible Inventory, Eligible Major Credit Card Receivables and Eligible Private Label and Corporate Accounts weekly as at the end of the week most recently ended,

such reporting to be updated not later than Wednesday of each week. All calculations of US Revolver Excess Availability, Canadian Revolver Excess Availability, Revolver Excess Availability, Aggregate Revolver Excess Availability, the Term Loan Borrowing Capacity and Loan to Value Reserve shall originally be made by the Borrowers and certified by a Senior Officer (with such certification to be in such Person’s capacity as a Senior Officer of a Loan Party and not in such Person’s individual capacity); provided that the Administrative Agent and each Co-Collateral Agent may from time to time review and adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral included in any of the US Borrowing Capacity, the Canadian Borrowing Capacity and the Term Loan Borrowing Capacity, as the case may be, due to collections received in the Concentration Accounts or to reflect any events or circumstances affecting such Collateral; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral included in any of the US Borrowing Capacity, the Canadian Borrowing Capacity and the Term Loan Borrowing Capacity, as the case may be; and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserves. Each Borrowing Base Certificate delivered by the Borrowers shall be accompanied by a certificate, in form and substance satisfactory to the Administrative Agent and the Co-Collateral Agents and certified by a Senior Officer, as to the balances of each Deposit Account.

8.2. Account Verification . Whether or not a Default or Event of Default exists, each Agent shall have the right at any time, in the name of the Applicable Agent, any designee of such Agent or any Loan Party to verify the validity, amount or any other matter relating to any Accounts of the Loan Parties by mail, telephone or otherwise. The Loan Parties shall cooperate fully with any Agent in an effort to facilitate and promptly conclude any such verification process.

8.3. Administration of Inventory .

8.3.1. Records and Reports of Inventory . Each Loan Party shall keep accurate and complete records of its Inventory and the Borrowers shall submit to the Administrative Agent inventory reports as provided in Section 10.1.1 . Each Borrower, Henry U.S. and Mayor’s Florida shall conduct periodic cycle counts covering the entire Inventory at least once per calendar year (and on a more frequent basis if requested by the Administrative Agent when an Event of Default exists) consistent with historical practices, and shall provide to the Administrative Agent a report based on each such inventory and count promptly upon completion thereof, together with such supporting information as the Administrative Agent may reasonably request. The Administrative Agent may participate in and observe each inventory or physical count.

8.3.2. Returns of Inventory . No Loan Party shall return any Inventory to a supplier, vendor or other Person, whether for cash, credit or otherwise, unless (a) such return is in the Ordinary Course of Business or (b) no Event of Default, US Revolver Overadvance or Canadian Revolver Overadvance exists or would result therefrom.

8.3.3. Acquisition, Sale and Maintenance . No Loan Party shall acquire or accept any Inventory which is part of the US Borrowing Capacity, Canadian Borrowing Capacity or the Term Loan Borrowing Capacity on consignment or approval. Other than as set forth in Schedule 8.3.3 , no Loan Party shall sell any Inventory on consignment or approval in which such Loan Party acts as consignor unless otherwise expressly permitted by the Administrative Agent in its sole discretion. The Loan Parties shall use, store and maintain all Inventory with reasonable care and caution, in accordance with applicable standards of any insurance and in conformity with all Applicable Law, and shall make current rent payments (within applicable grace periods provided for in leases) at all locations where Collateral is located, stored, used or held.

8.4. [Reserved] .

8.5. General Provisions .

8.5.1. Location of Collateral . All tangible items of Collateral (other than Inventory in transit, Inventory located on the premises of a processor that has signed a Lien Waiver in favor of the Administrative Agent and certificated securities in the possession of the Applicable Agent), shall at all times be kept by the Loan Parties at the business locations set forth in Schedule 8.5.1 , except that the Loan Parties may move Collateral to another location in the United States (or, with respect to Collateral owned by the Canadian Borrower, Canada), so long as, if such Collateral has an aggregate value of more than the Dollar Equivalent of $500,000, the Borrower Agent has (i) provided the Agents with 30 Business Days prior written notice thereof and (ii) other than with respect to Collateral in which the Lien in favor of the Administrative Agent may be perfected solely by filing with the Secretary of State (or similar Governmental Authority) of the applicable Loan Party’s jurisdiction of organization or other applicable jurisdiction as required by Applicable Law and has been so perfected, delivered to the Administrative Agent evidence that all filings, recordings and registrations that are necessary or desirable to perfect the Lien in favor of the Applicable Agent, for the benefit of the Secured Parties, have been made (it is acknowledged that so long as all filings, recordings and registrations made against the US Loan Parties that are necessary or desirable to perfect the security interest in favor of the Applicable Agent on record as of the Closing Date remain on record, no additional filings with the Secretary of State of the State of Incorporation of each such US Loan Party shall be required hereunder). Contemporaneously with the delivery of quarterly financial statements, each Loan Party shall provide the Administrative Agent with an updated Schedule 8.5.1 to reflect the locations of all tangible items of Collateral, other than Inventory in transit and certificated securities, which updated Schedule 8.5.1 shall clearly indicate which locations are new since the last delivery of an updated Schedule 8.5.1 . The chief executive offices and other places of business of each Loan Party and Subsidiary as of the Closing Date are shown on Schedule 8.5.1 . In the event of any change in the chief executive offices and other places of business of any Loan Party or any Subsidiary, the Borrowers shall deliver to the Administrative Agent an updated Schedule 8.5.1.

8.5.2. Insurance of Collateral; Condemnation Proceeds .

(a) Each Loan Party shall maintain insurance with respect to the Collateral, covering casualty, hazard, public liability, theft, malicious mischief, and such other risks, in such amounts, with such endorsements, and with such insurers (rated A or better by A.M. Best Rating Guide) as are reasonably satisfactory to the Administrative Agent. All proceeds of Collateral under each policy shall be payable to the Applicable Agent. From time to time upon request, the Loan Parties shall deliver to the Administrative Agent the originals or certified copies of their insurance policies and updated flood plain searches. As soon as practicable and in any event by the last day of each Fiscal Year, the Loan Parties shall deliver to the Administrative Agent a report in form and substance reasonably satisfactory to the Administrative Agent outlining all material insurance coverage maintained as of the date of such report by the Loan Parties and all material insurance coverage planned to be maintained by the Loan Parties in the immediately succeeding Fiscal Year. Unless the Administrative Agent shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing the Applicable Agent as loss payee or additional insured, as appropriate; (ii) requiring 30 days prior written notice to the Applicable Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of the Applicable Agent shall not be impaired or invalidated by any act or neglect of any Loan Party or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Loan Party fails to provide and pay for such insurance, the Applicable Agent may, at its option, but shall not be required to, procure the insurance and charge the Loan Parties therefor. Each Loan Party agrees to deliver to the Applicable Agent, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, the Loan Parties may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to the Applicable Agent. If an Event of Default exists, only the Applicable Agent shall be authorized to settle, adjust and

compromise such claims. Without limiting the foregoing, the Loan Parties will (a) keep all of their physical property (and the property of their Subsidiaries) insured with casualty or physical hazard insurance on an “all risks” basis, with broad form flood and, to the extent consistent with prudent business practice for the location in which such property is situated, earthquake coverages and electronic data processing coverage, with a full replacement cost endorsement and an “agreed amount” clause in an amount equal to 100% of the full replacement cost of such property, (b) maintain all such workers’ compensation or similar insurance as may be required by Applicable Law and (c) maintain, in amounts and with deductibles equal to those generally maintained by businesses engaged in similar activities in similar geographic areas, general public or civil liability insurance against claims of bodily injury, death or property damage occurring, on, in or about the properties of the Loan Parties and their Subsidiaries; business interruption insurance; and product liability insurance.

(b) Any proceeds of insurance (other than proceeds from workers’ compensation or D&O insurance) and any awards arising from condemnation or expropriation of any Collateral shall be paid to the Applicable Agent.

8.5.3. Protection of Collateral . All expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping any Collateral, all Taxes (other than Excluded Taxes) payable with respect to any Collateral (including any sale thereof), and all other payments required to be made by the Agents to any Person to realize upon any Collateral, shall be borne and paid by the Loan Parties. No Agent or Co-Collateral Agent shall be liable or responsible in any way for the safekeeping of any Collateral, for any loss or damage thereto (except for reasonable care in its custody while Collateral is in such Agent’s actual possession), for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency or other Person whatsoever, but the same shall be at the Loan Parties’ sole risk.

8.5.4. Defense of Title to Collateral . Each Loan Party shall at all times defend its title to Collateral and the Applicable Agent’s Liens therein against all Persons, claims and demands whatsoever, except Permitted Liens.

8.6. Power of Attorney . Each Loan Party hereby irrevocably constitutes and appoints the Applicable Agent (and all Persons designated by any Agent) as such Loan Party’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section 8.6 . The Applicable Agent, or such Agent’s designee, may, without notice and in either its or a Loan Party’s name, but at the cost and expense of the Loan Parties:

(a) Endorse a Loan Party’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into the Applicable Agent’s possession or control; and

(b) During an Event of Default, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts, by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as the Applicable Agent deems advisable; (iv) take control, in any manner, of any proceeds of Collateral; (v) prepare, file and sign a Loan Party’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a Loan Party, and notify postal authorities to change the address for delivery thereof to such address as the Applicable Agent may designate; (vii) endorse any Chattel Paper, Document, Instrument, invoice, freight bill, bill of lading, or

similar document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use a Loan Party’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use the information recorded on or contained in any data processing equipment and computer hardware and software relating to any Collateral; (x) make and adjust claims under policies of insurance; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit or banker’s acceptance for which a Loan Party is a beneficiary; and (xii) take all other actions as the Applicable Agent deems appropriate to fulfill any Loan Party’s obligations under the Loan Documents.

SECTION 9. REPRESENTATIONS AND WARRANTIES

9.1. General Representations and Warranties . To induce the Agents and the Lenders to enter into this Agreement and to make available the Commitments, Loans and Letters of Credit, each Loan Party represents and warrants that:

9.1.1. Organization and Qualification . Each Loan Party and Subsidiary is duly organized, validly existing and in good standing or subsisting, as applicable under the laws of the jurisdiction of its organization. Each Loan Party and Subsidiary is duly qualified, authorized to do business and in good standing as a foreign corporation in each jurisdiction where failure to be so qualified could reasonably be expected to have a Material Adverse Effect.

9.1.2. Power and Authority . Each Loan Party is duly authorized to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, and to execute, deliver and perform the Loan Documents to which it is a party. The execution, delivery and performance of the Loan Documents by each Loan Party have been duly authorized by all necessary action, and do not (a) require any consent or approval of any holders of Capital Stock of any Loan Party, other than those already obtained; (b) contravene the Organizational Documents of any Loan Party; (c) violate or cause a material default under any Applicable Law or Material Contract; or (d) result in or require the imposition of any Lien (other than Permitted Liens and Liens granted hereunder) on any Property of any Loan Party.

9.1.3. Enforceability . Each Loan Document is a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each Loan Party in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

9.1.4. Capital Structure . Schedule 9.1.4 shows, for each Loan Party and Subsidiary as of the Closing Date, its name, its jurisdiction of organization, its authorized and issued Capital Stock, the holders of its Capital Stock, whether such entity is a Loan Party and all agreements binding on such holders with respect to their Capital Stock. Each Loan Party has good title in its interest in the Capital Stock of its Subsidiaries, subject only to the Agents’ Liens and Liens in favor of the Term Loan Agent, and all such Capital Stock is duly issued, fully paid and non-assessable. Except as set forth in Schedule 9.1.4 , there are no outstanding options to purchase, warrants, subscription rights, agreements to issue or sell, convertible interests, phantom rights or powers of attorney relating to any Capital Stock of any Loan Party or any Subsidiary. Each Subsidiary of a Borrower is a Guarantor.

9.1.5. Corporate Names; Locations . During the five years preceding the Closing Date, except as shown on Schedule 9.1.5 , no Loan Party or Subsidiary has been known as or used any corporate, fictitious or trade names, has been the surviving corporation of a merger, amalgamation or combination, or has acquired any substantial part of the assets of any Person.

9.1.6. Title to Properties; Priority of Liens; Investments . (a) Each Loan Party and Subsidiary has good and marketable title to (or valid leasehold interests in) all of its Real Estate, and good

title to all of its personal Property, including all Property reflected in any financial statements delivered to the Agents or the Lenders, in each case free of Liens except Permitted Liens. Each Loan Party and Subsidiary has paid and discharged all lawful claims that, if unpaid, could become a Lien on its Properties, other than Permitted Liens and except for such claims as are being Properly Contested. All Liens of the Agents on the Collateral are duly perfected, first priority Liens, subject only to Permitted Liens that are expressly allowed to have priority over the Agent’s Liens. As of the Closing Date, Schedule 9.1.6(a) contains a true, accurate and complete list of each Loan Party’s Real Estate assets, including all leases, subleases or assignments of leases (together with all amendments, modifications, supplements, renewals or extensions of any thereof) affecting such Real Estate assets. The Borrowers do not have knowledge of any default that has occurred and is continuing under any agreement listed on Schedule 9.1.6(a) (except where the consequences, direct or indirect, of such default, if any, could not reasonably be expected to have a Material Adverse Effect), and each such agreement constitutes the legally valid and binding obligation of each applicable Loan Party, enforceable against such Loan Party in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles.

(b) Schedule 9.1.6(b) sets forth a complete and accurate list of all Investments held by any Loan Party or any Subsidiary of a Loan Party on the date hereof, showing as of the date hereof the amount, obligor or issuer and maturity, if any, thereof.

9.1.7. Security Documents . The provisions of the Security Documents are effective to create in favor of the Applicable Agent for the benefit of the Secured Parties a legal, valid and enforceable first priority Lien (subject to Permitted Liens entitled to priority under Applicable Law) on all right, title and interest of the respective Loan Parties in the Collateral described therein. Except for filings completed on or prior to the Closing Date and as contemplated hereby and by the Security Documents, no filing or other action will be necessary to perfect or protect such Liens.

9.1.8. Financial Statements . The consolidated and, if applicable, combined balance sheets, and related statements of income, cash flow and shareholder’s equity, of the Loan Parties and Subsidiaries that have been and are hereafter delivered to the Agents and the Lenders, pursuant to Sections 6.1 and 10.1.2 or otherwise, are prepared in accordance with GAAP and fairly present the financial positions and results of operations of the Loan Parties and Subsidiaries at the dates and for the periods indicated, subject, in the case of interim statements, to normal year-end adjustments and the absence of footnotes. All projections delivered from time to time to the Agents and the Lenders have been prepared in good faith, based on reasonable assumptions in light of the circumstances at such time. Since March 27, 2010 there has been no change in the condition, financial or otherwise, of any Loan Party or any Subsidiary that could reasonably be expected to have a Material Adverse Effect. Each Loan Party and Subsidiary is Solvent. As of the Closing Date and except for obligations set forth on Schedule 9.1.8 or as otherwise disclosed to the Agents, neither the Loan Parties nor any of their respective Subsidiaries have any contingent liability or liability for Taxes, long-term lease or unusual forward or long-term commitment that is not reflected in financial statements referred to in this Section 9.1.8 or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, or condition (financial or otherwise) of the Loan Parties and their Subsidiaries taken as a whole.

9.1.9. Surety Obligations . No Loan Party or Subsidiary is obligated as surety or indemnitor under any bond or other contract that assures payment or performance of any obligation of any Person, except as permitted hereunder.

9.1.10. Taxes . Each Loan Party and Subsidiary has filed all federal, state, provincial, local and foreign tax returns and other reports that it is required by law to file, and has paid, or made

provision for the payment of, all Taxes upon it, its income and its Properties that are due and payable, except to the extent being Properly Contested. The provision for Taxes on the books of each Loan Party and Subsidiary is adequate for all years not closed by applicable statutes, and for its current Fiscal Year.

9.1.11. Brokers . There are no brokerage commissions, finder’s fees or investment banking fees payable in connection with any transactions contemplated by the Loan Documents.

9.1.12. Intellectual Property . Each Loan Party and Subsidiary owns or has the lawful right to use all Intellectual Property necessary for the conduct of its business, without conflict with any rights of others. There is no pending or, to any Loan Party’s knowledge, threatened material Intellectual Property Claim with respect to any Loan Party, any Subsidiary or any of their Property (including any Intellectual Property). All Intellectual Property owned by any Loan Party or any Subsidiary and registered with the U.S. Patent and Trademark Office, the Canadian Intellectual Property Office or any other applicable Governmental Authority is identified on Schedule 9.1.12 .

9.1.13. Governmental Approvals; Other Consents . Each Loan Party and Subsidiary has, is in compliance with, and is in good standing with respect to, all Governmental Approvals necessary to conduct its business and to own, lease and operate its Properties, except to the extent compliance with such Governmental Approvals could not reasonably be expected to result in a Material Adverse Effect. All necessary material import, export or other licenses, permits or certificates for the import or handling of any goods or other Collateral have been procured and are in effect, and the Loan Parties and Subsidiaries have complied with all applicable foreign and domestic laws with respect to the shipment and importation of any goods or Collateral, except where noncompliance could not reasonably be expected to have a Material Adverse Effect. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the transactions contemplated hereby, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Security Documents, (c) the perfection or maintenance of the Liens created under the Security Documents, other than UCC and PPSA filings that will be made on or prior to the Closing Date or on such future date as may be necessary to maintain such perfection, or (d) the exercise by any Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Security Documents.

9.1.14. Compliance with Laws . Each Loan Party and Subsidiary has duly complied, and its Properties and business operations are in compliance with all Applicable Law, except where noncompliance could not reasonably be expected to have a Material Adverse Effect. There have been no citations, notices or orders of noncompliance issued to any Loan Party or any Subsidiary under any Applicable Law, the receipt of which could reasonably be expected to have a Material Adverse Effect.

9.1.15. Compliance with Environmental Laws . Except as disclosed on Schedule 9.1.15 and except to the extent any of the following could not reasonably be expected to result in a Material Adverse Effect, no Loan Party’s or Subsidiary’s past or present operations, Real Estate or other Properties are subject to any federal, state, provincial or local investigation to determine whether any remedial action is needed to address any environmental pollution, hazardous material or environmental clean-up. No Loan Party or Subsidiary has received any Environmental Notice the receipt of which could reasonably be expected to result in a Material Adverse Effect. No Loan Party or Subsidiary has any material contingent liability with respect to any Environmental Release, environmental pollution or hazardous material on any Real Estate now or previously owned, leased or operated by it in any case that could reasonably be expected to result in a Material Adverse Effect.

9.1.16. Burdensome Contracts . No Loan Party or Subsidiary is a party or subject to any contract, agreement or charter restriction that could reasonably be expected to have a Material Adverse Effect. No Loan Party or Subsidiary is party or subject to any contract, agreement or charter restriction which prohibits the execution or delivery of any Loan Documents by a Loan Party or the performance by a Loan Party of any obligations thereunder, except as identified on Schedule 9.1.16 .

9.1.17. Litigation . Except as shown on Schedule 9.1.17 , there are no proceedings or investigations pending or, to any Loan Party’s knowledge, threatened against any Loan Party or any Subsidiary, or any of their businesses, operations, Properties, or conditions, that (a) relate to any Loan Documents or transactions contemplated thereby; or (b) could reasonably be expected to have a Material Adverse Effect. No Loan Party or Subsidiary is in default with respect to any order, injunction or judgment of any Governmental Authority that could reasonably be expected to have a Material Adverse Effect.

9.1.18. Insurance; No Casualty . The properties of each Loan Party and its Subsidiaries are insured with financially sound and reputable insurance companies that are not Affiliates of the Loan Parties, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where such Loan Party or the applicable Subsidiary operates. Neither the businesses nor the properties of any Loan Party or any of its Subsidiaries are affected by any fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty (whether or not covered by insurance) that, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

9.1.19. No Defaults; Material Contracts . No event or circumstance has occurred or exists as of the date of this Agreement that constitutes a Default or Event of Default. Schedule 9.1.19 contains a true, correct and complete list of all Material Contracts, and except as described thereon, all such Material Contracts are in full force and effect. No Loan Party or Subsidiary is in default, and no event or circumstance has occurred or exists that with the passage of time or giving of notice would constitute a default, under any Material Contract or in the payment of borrowed money. There is no basis upon which any party (other than a Loan Party or the Subsidiary) could terminate a Material Contract prior to its scheduled termination date.

9.1.20. Employee Benefit Plans; Canadian Plans .

(a) Each Employee Benefit Plan and each Guaranteed Pension Plan has been maintained and operated in compliance in all material respects with the provisions of ERISA and all Applicable Pension Legislation and, to the extent applicable, the Code, including but not limited to the provisions thereunder respecting prohibited transactions and the bonding of fiduciaries and other persons handling plan funds as required by §412 of ERISA. The Borrowers have heretofore delivered to the Administrative Agent the most recently completed annual report, Form 5500, with all required attachments, and actuarial statement required to be submitted under §103(d) of ERISA, with respect to each Guaranteed Pension Plan.

(b) No Employee Benefit Plan, which is an employee welfare benefit plan within the meaning of §3(1) or §3(2)(B) of ERISA, provides benefit coverage subsequent to termination of employment, except as required by Title I, Part 6 of ERISA or the applicable state insurance laws. The Borrowers may terminate each such Employee Benefit Plan at any time (or at any time subsequent to the expiration of any applicable bargaining agreement) in the discretion of the Borrowers without liability to any Person other than for claims arising prior to termination.

(c) Each contribution required to be made to a Guaranteed Pension Plan under the Pension Funding Rules, has been timely made. No waiver of the minimum funding standards or extension of amortization periods under the Pension Funding Rules has been received with respect to any Guaranteed Pension Plan, and neither the Borrowers nor any ERISA Affiliate is obligated to or has posted security in connection with an amendment to a Guaranteed Pension Plan pursuant to §436 of the Code or, prior to the effective date as to such Guaranteed Pension Plan of the Pension Protection Act of 2006, §307 of ERISA or §401(a)(29) of the Code. No liability to the PBGC (other than required insurance premiums, all of which have been timely paid) has been incurred by the Borrowers or any ERISA Affiliate with respect to any Guaranteed Pension Plan and there has not been any ERISA Reportable Event (other than an ERISA Reportable Event as to which the requirement of 30 days notice has been waived under PBGC §4043), or any other event or condition which presents a material risk of termination of any Guaranteed Pension Plan by the PBGC. Based on the latest valuation of each Guaranteed Pension Plan (which in each case occurred within twelve months of the date of this representation), and on the actuarial methods and assumptions employed for that valuation, the aggregate benefit liabilities of all such Guaranteed Pension Plans within the meaning of §4001 of ERISA did not exceed the aggregate value of the assets of all such Guaranteed Pension Plans, disregarding for this purpose the benefit liabilities and assets of any Guaranteed Pension Plan with assets in excess of benefit liabilities, by more than $500,000.

(d) Neither the Borrowers nor any ERISA Affiliate has incurred any material liability (including secondary liability) to any Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan under §4201 of ERISA or as a result of a sale of assets described in §4204 of ERISA. Neither the Borrowers nor any ERISA Affiliate has been notified that any Multiemployer Plan is in reorganization or insolvent under and within the meaning of §4241 or §4245 of ERISA or is at risk of entering reorganization or becoming insolvent, or that any Multiemployer Plan intends to terminate or has been terminated under §4041A of ERISA.

(e) None of the Canadian Loan Parties or any of their Subsidiaries have any Canadian Plan other than those listed on Schedule 9.1.20 , and all monthly and other payments in respect of such Canadian Plans which are pension plans (on account of contributions, special contributions or unfunded liability or solvency deficiencies) or otherwise are accurately set forth in Schedule 9.1.20 . No Canadian Plan has been terminated or partially terminated or is insolvent or in reorganization, nor have any proceedings been instituted to terminate, in whole or in part, or reorganize any Canadian Plan.

(f) None of the Canadian Loan Parties or any of their Subsidiaries have ceased to participate (in whole or in part) as a participating employer in any Canadian Plan which is a pension plan or has withdrawn from any Canadian Plan which is a pension plan in a complete or partial withdrawal, nor has a condition occurred which if continued would result in a complete or partial withdrawal.

(g) None of the Canadian Loan Parties or any of their Subsidiaries have any unfunded liability on windup or withdrawal liability, including contingent withdrawal or windup liability, to any Canadian Plan or any solvency deficiency in respect of any Canadian Plan.

(h) None of the Canadian Loan Parties or any of their Subsidiaries have any unfunded liability on windup or any liability in respect of any Canadian Plan (including to the FSCO) other than for required insurance premiums or contributions or remittances which have been paid, contributed and remitted when due.

required to be made or paid by it pursuant to any Canadian Plan, any Applicable Law, act, regulation, directive or order or any employment, union, pension, deferred profit sharing, benefit, bonus or other similar agreement or arrangement.

(j) None of the Canadian Loan Parties or any of their Subsidiaries are liable or, to the best of the Borrowers’ knowledge, alleged to be liable, to any employee or former employee, director or former director, officer or former officer or other Person resulting from any violation or alleged violation of any Canadian Plan, any fiduciary duty, any Applicable Law or agreement in relation to any Canadian Plan or has any unfunded pension or like obligations or solvency deficiency (including any past service or experience deficiency funding liabilities), other than accrued obligations not yet due, for which it has made full provision in its books and records.

(k) All vacation pay, bonuses, salaries and wages, to the extent accruing due, are properly reflected in the Canadian Loan Parties’ and their Subsidiaries’ books and records.

(l) Without limiting the foregoing, all of the Canadian Loan Parties’ and their Subsidiaries’ Canadian Plans are duly registered where required by, and are in compliance and good standing in all material respects under, all Applicable Laws, acts, statutes, regulations, orders, directives and agreements, including, without limitation, the ITA, the Supplemental Pension Plans Act (Quebec) and the Pension Benefits Act (Ontario), any successor legislation thereto, and other Applicable Pension Legislation of any jurisdiction.

(m) None of the Canadian Loan Parties or any of their Subsidiaries have made any application for a funding waiver or extension of any amortization period in respect of any Canadian Plan.

(n) There has been no prohibited transaction or violation of any fiduciary responsibilities with respect to any Canadian Plan.

(o) There are no outstanding or pending or threatened investigations, claims, suits or proceedings in respect of any Canadian Plans (including to assert rights or claims to benefits) that could give rise to a Material Adverse Effect.

(p) None of the Canadian Loan Parties or any of their Subsidiaries maintain any Canadian Plan that is a defined benefit pension plan.

9.1.21. Trade Relations . There exists no actual or threatened termination, limitation or modification of any business relationship between any Loan Party or any Subsidiary and any customer or supplier, or any group of customers or suppliers, individually or in the aggregate the consequence of which could reasonably be expected to result in a Material Adverse Effect.

9.1.22. Labor Relations . Except as described on Schedule 9.1.22 , no Loan Party or Subsidiary is party to or bound by any (a) management agreement, (b) consulting agreement where the aggregate obligations of such Loan Party or Subsidiary thereunder are in excess of the Dollar Equivalent of $100,000 or (c) collective bargaining agreement. There are no material grievances, disputes or controversies with any union or other organization of any Loan Party’s or Subsidiary’s employees, or, to any Loan Party’s knowledge, any asserted or threatened strikes, work stoppages or demands for collective bargaining that, in any case, could reasonably be expected to result in a Material Adverse Effect.

9.1.23. Not a Regulated Entity . No Loan Party is (a) an “investment company” or a “person directly or indirectly controlled by or acting on behalf of an investment company” within the meaning of the Investment Company Act of 1940; (b) a “holding company”, or a “subsidiary company”

of a “holding company”, or an “affiliate” of a “holding company”, as such terms are defined in the Public Utility Holding Company Act of 2005; or (c) subject to regulation under the Federal Power Act, the Interstate Commerce Act, any public utilities code or any other Applicable Law regarding its authority to incur Debt.

9.1.24. Margin Stock . No Loan Party or Subsidiary is engaged, principally or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any Margin Stock. No Loan proceeds or Letters of Credit will be used by the Loan Parties to purchase or carry, or to reduce or refinance any Debt incurred to purchase or carry, any Margin Stock or for any related purpose governed by Regulations T, U or X of the Board of Governors.

9.1.25. Certain Transactions . Except as set forth on Schedule 9.1.25 and except with respect to employee discount and similar programs conducted in the ordinary course of business and consistent with past practices, none of the officers, directors, or employees of any Loan Party is presently a party to any transaction with any Loan Party (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from, any officer, director or such employee or, to the knowledge of any Loan Party, any corporation, partnership, trust or other Person in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.

9.1.26. Patriot Act . To the extent applicable, each Loan Party is in compliance, in all material respects, with the (i) Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (ii) the Patriot Act. No part of the proceeds of the Loans or Letters of Credit will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

9.1.27. Complete Disclosure . No (x) Loan Document or (y) information (except financial projections) provided by or on behalf of any Loan Party and delivered to the Lenders in connection with the transactions contemplated hereby, contains, as and when delivered, any untrue statement of a material fact, nor fails to disclose any material fact necessary to make the statements contained therein not materially misleading. All financial projections provided by or on behalf of any Loan Party and delivered to the Lenders in connection with the transactions contemplated hereby have been prepared in good faith based on reasonable assumptions.

9.1.28. Use of Proceeds . The proceeds of the Loans shall be used solely for working capital and general corporate purposes. The Borrowers will obtain Letters of Credit solely in accordance with their ordinary course of business. No proceeds of the Loans may be used, nor shall any be requested, with a view towards the accumulation of any general fund or funded reserve of the Borrowers other than in the ordinary course of the Borrowers’ business and consistent with the provisions of this Agreement.

9.1.29. [Reserved] .

9.1.30. [Reserved] .

9.1.31. Alloyco International . As of the Closing Date, no Loan Party utilizes Alloyco International Inc. as a processor.

9.1.32. Certain Consignment Arrangements . As of the Closing Date, no Loan Party holds any consigned inventory from any of Clover Corporation, M. Fabrikant & Sons, Inc. or S.H.R. Inc.

SECTION 10. COVENANTS AND CONTINUING AGREEMENTS

10.1. Affirmative Covenants . For so long as any Commitments or Obligations are outstanding, each Loan Party shall, and shall cause each Subsidiary to:

10.1.1. Inspections; Collateral Reports; Appraisals .

(a) Permit the Lenders, through the Administrative Agent, the Canadian Agent or any of the Lenders’ other designated representatives, to visit and inspect any of the properties of the Loan Parties or any of their Subsidiaries, to examine the books of account of the Loan Parties and their Subsidiaries (and, subject to the confidentiality provisions contained herein, to make copies thereof and extracts therefrom, duplicate, cause to be reduced to hard copy, run off, draw off, and otherwise use any and all computer or electronically stored information or data which relates to the Loan Parties, or any service bureau, contractor, accountant, or other person), and to discuss the affairs, finances and accounts of the Loan Parties and their Subsidiaries with, and to be advised as to the same by, its and their officers, and to conduct examinations and verifications (whether by internal commercial finance examiners or independent auditors) of all components included in the US Borrowing Capacity, the Canadian Borrowing Capacity and the Term Loan Borrowing Capacity, all, prior to the occurrence and during the continuance of an Event of Default, upon prior reasonable notice and at such reasonable times and intervals as the Administrative Agent, the Canadian Agent or any Lender may reasonably request. The Administrative Agent may, at the Borrowers’ expense, participate in or observe any physical count of inventory included in the Collateral.

(b) Upon the request of the Administrative Agent and at the Borrowers’ expense, but in any event not to exceed three (3) times during each calendar year in which no Event of Default has occurred or is continuing, the Borrowers will obtain and deliver to the Administrative Agent, or, if the Administrative Agent so elects, will cooperate with the Administrative Agent in the Administrative Agent obtaining, a report of an independent collateral auditor satisfactory to the Administrative Agent (which auditor shall not be affiliated with any existing Lender or any existing Term Loan Lender) with respect to the Accounts and Inventory components included in the US Borrowing Capacity, the Canadian Borrowing Capacity and the Term Loan Borrowing Capacity (each, a “ Collateral Value Report ”), which Collateral Value Report shall indicate whether or not the information set forth in the Borrowing Base Certificate most recently delivered is accurate and complete in all material respects based upon a review by such auditors of the Accounts (including verification with respect to the amount, aging, identity and credit of the respective Account Debtors and the billing practices of the Borrowers or their applicable Subsidiary) and Inventory (including verification as to the ownership, value, location and respective types). Notwithstanding the foregoing, (i) if any Event of Default occurs or is continuing during any calendar year, the above limitation on the number of Collateral Value Reports at the Borrowers’ expense during such year shall be eliminated and (ii) absent such an Event of Default, the Administrative Agent may require the Borrowers to obtain and deliver to the Administrative Agent, or cooperate with the Administrative Agent in the Administrative Agent obtaining, such additional Collateral Value Reports in excess of the limitations on the number of appraisals set forth above as it deems necessary or desirable, at the expense of the Lenders.

(c) Upon the request of the Administrative Agent and at the Borrowers’ expense, but in any event not to exceed three (3) times during each calendar year in which no Event of Default has occurred or is continuing, the Borrowers will obtain and deliver to the Agents appraisal reports, or if the Administrative Agent so elects, will cooperate with the Administrative Agent in the Administrative Agent obtaining appraisal reports, in each case in form and substance reasonably satisfactory to the Administrative Agent and from appraisers reasonably satisfactory to the Administrative Agent, stating the then current net orderly liquidation value or going out of business values of all or a portion of the Inventory and the then current forced liquidation value of all or any portion of the Private Label Accounts and all Accounts due from corporate sales accounts and wholesale accounts. Upon the request of any Agent and at the Borrowers’ expense, the Borrowers will obtain and deliver to the Agents appraisal reports in form and substance and from appraisers reasonably satisfactory to the Administrative Agent, stating (i) the then current fair market, orderly liquidation and forced liquidation values of all or any portion of the Inventory, Accounts, the Equipment or Real Estate owned by the Borrowers or any of their Subsidiaries and (ii) the then current liquidation value of each of the Borrowers and their Subsidiaries. Notwithstanding the foregoing, (i) if any Event of Default occurs or is continuing during any calendar year, the above limitation on the number of appraisal reports at the Borrowers’ expense during such year shall be eliminated and (ii) absent such an Event of Default, the Administrative Agent may require the Borrowers to obtain and deliver to the Administrative Agent, or cooperate with the Administrative Agent in the Administrative Agent obtaining, such additional appraisal reports in excess of the limitations on the number of appraisals set forth above as it deems necessary or desirable, at the expense of the Lenders.

10.1.2. Financial and Other Information . Keep adequate records and books of account with respect to its business activities, in which proper entries are made in accordance with GAAP reflecting all financial transactions; and furnish to the Agents and the Lenders:

(a) as soon as available, but in any event not later than (i) 90 days after the close of each Fiscal Year, the unaudited consolidated balance sheet of the Borrowers and their Subsidiaries as at the end of such Fiscal Year, and the related consolidated statement of income, shareholder’s equity, cash flows and same store sales performance metrics of the Borrowers and their Subsidiaries for such Fiscal Year, which statements shall be in reasonable detail and, other than with respect to such same store sales performance metrics, prepared in accordance with GAAP (except for the absence of footnotes, normal recording year-end adjustments, and consolidation and elimination entries and intercompany charges) and in each case shall set forth in comparative form corresponding figures for the preceding Fiscal Year, the most recent projections provided pursuant to Section 10.1.2(g) and other information acceptable to the Administrative Agent and (ii) the earlier of (x) 120 days after the close of each Fiscal Year and (y) the date on which the audited financial statements of the Borrowers and their Subsidiaries are provided to any other Person, consolidated balance sheet of the Borrowers and their Subsidiaries as at the end of such Fiscal Year, and the related consolidated statement of income, shareholder’s equity and cash flows of the Borrowers and their Subsidiaries for such Fiscal Year, which consolidated financial statements shall be audited and certified (without qualification as to scope, “going concern” or similar items) by a firm of independent certified public accountants of recognized standing selected by the Borrowers and acceptable to the Administrative Agent (it being acknowledged that KPMG LLP shall be acceptable to the Administrative Agent), and shall set forth in comparative form corresponding figures for the preceding Fiscal Year and the most recent projections provided pursuant to Section 10.1.2(g) and other information acceptable to the Administrative Agent;

sheets as of the end of such Fiscal Quarter and the related statements of income and cash flows and same store sales performance metrics for such Fiscal Quarter and for the portion of the Fiscal Year then elapsed, on a consolidated basis for the Borrowers and their Subsidiaries, setting forth in comparative form corresponding figures for the preceding Fiscal Year and the most recent projections provided pursuant to Section 10.1.2(g) and certified by a Senior Officer of the Borrowers as prepared in accordance with GAAP (other than with respect to such same store sales performance metrics) and fairly presenting the financial position and results of operations for such Fiscal Quarter and period, subject to normal year-end adjustments;

(c) as soon as available, but in any event not later than 30 days after the end of each month (including, without limitation, the third month of each Fiscal Quarter), unaudited balance sheets as of the end of such month and the related statements of income and cash flows and same store sales performance metrics for such month and for the portion of the Fiscal Year then elapsed, on a consolidated basis for the Borrowers and their Subsidiaries, setting forth in comparative form corresponding figures for the preceding Fiscal Year and the most recent projections provided pursuant to Section 10.1.2(g) and certified by a Senior Officer of the Borrowers as prepared in accordance with GAAP (other than such same store sales performance metrics) and fairly presenting the financial position and results of operations for such month and period, subject to normal year-end adjustments;

(d) concurrently with delivery of financial statements under clauses (a) , (b) and (c) above, or more frequently if requested by the Administrative Agent while an Event of Default exists, a Compliance Certificate executed by a Senior Officer of each Borrower (with such certification to be in such Person’s capacity as a Senior Officer of such Borrower and not in such Person’s individual capacity);

(e) concurrently with delivery of financial statements under clause (a) above, and otherwise promptly after the request by the Administrative Agent, copies of any detailed audit reports or management letters submitted to the board of directors (or the audit committee of the board of directors) of any Loan Party by independent accountants in connection with the accounts or books of any Loan Party or any Subsidiary, or any audit of any of them;

(f) concurrently with delivery of financial statements under clause (b) above, and otherwise promptly after the request by the Administrative Agent, a certificate of a duly authorized officer of each Borrower either confirming that there has been no change in such information since the date of the information certificates delivered on the Closing Date or the date of the most recent information certificate delivered pursuant to this Section and/or identifying such changes;

(g) from time to time upon request of the Agents, but in any event no later than 30 days prior to the beginning of each Fiscal Year of the Borrowers, draft projections of the Loan Parties’ consolidated balance sheets, results of operations, cash flow, budgets and availability under the credit facilities (including, without limitation, projections of US Revolver Excess Availability, Canadian Revolver Excess Availability, Revolver Excess Availability and Aggregate Revolver Excess Availability ) for the next three Fiscal Years, year by year, and for such Fiscal Year, on a month by month basis, such draft projections to be made in good faith based on reasonable assumptions of the Borrowers at the time made; and from time to time upon request of the Agents, but in any event no later than 45 days following the beginning of each Fiscal Year of the Borrowers, final projections of the Loan Parties for each of the types of statements identified herein;

(h) concurrently with delivery of financial statements under clause (b) above, a report setting forth a listing of any new stores, offices or places of business of the Loan Parties since the delivery of the last such report;

(i) at any Agent’s request, a listing of each Loan Party’s trade payables (including, without limitation, with respect to the Damiani Debt), specifying the trade creditor and balance due, and a detailed trade payable aging;

(j) promptly after the sending or filing thereof, copies of any proxy statements, financial statements or reports that any Loan Party has made generally available to its shareholders; copies of any regular, periodic and special reports or registration statements or prospectuses that any Loan Party files with the Securities and Exchange Commission or any other Governmental Authority, or any securities exchange; and copies of any press releases or other statements made available by a Loan Party to the public concerning material changes to or developments in the business of such Loan Party;

(k) compliance certificates (or such other evidence of compliance) with the terms of the Term Loan Documents (or any documents relating to renewals, refinancings and extensions of the Debt incurred thereunder), in each case, at the times and in the forms delivered to the agents and/or the lenders under the Term Loan Documents (or any documents relating to renewals, refinancings and extensions of the Debt incurred thereunder);

(l) within fifteen (15) days after the end of each calendar month in each Fiscal Year of the Borrowers, a certification by a Senior Officer of each Borrower, in form and substance reasonably satisfactory to the Administrative Agent (i) that all rent payments of the Borrowers and their Subsidiaries have been made, (ii) that no lease defaults exist for such period, (iii) as to the amount of outstanding consignment accounts payable for such calendar month and the book value determined in accordance with GAAP of Inventory held on a consignment basis and (iv) describing the long-term debt of the Borrowers and their Subsidiaries as of the end of such calendar month;

(m) (i) promptly upon request of the Administrative Agent, furnish to the Administrative Agent a copy of the most recent actuarial statement required to be submitted under §103(d) of ERISA, other Applicable Pension Legislation and Annual Report, Form 5500 or other similar document with all required attachments, in respect of each Guaranteed Pension Plan and Canadian Plan, (ii) promptly upon receipt or dispatch, furnish to the Administrative Agent any notice, report or demand sent or received in respect of a Guaranteed Pension Plan under §§302, 4041, 4042, 4043, 4063, 4065, 4066 and 4068 of ERISA, or in respect of a Multiemployer Plan under §4041A, 4202, 4219, 4242, or 4245 of ERISA or in respect of a Canadian Plan or other similar provisions of Applicable Pension Legislation, (iii) promptly deliver to the Administrative Agent all information required to be reported to the PBGC under Section 4010 of ERISA, (iv) promptly deliver to the Administrative Agent such other documents or governmental reports or filings relating to any Guaranteed Pension Plan, Multiemployer Plan or Canadian Plan as the Administrative Agent shall reasonably request and (v) promptly following any request therefor, on and after the effective date of the Pension Protection Act of 2006, the Borrowers shall deliver to the Administrative Agent copies of any documents or notices described in Sections 101(j), (k) or (l) of ERISA that the Borrowers or any ERISA Affiliate may request with respect to any Guaranteed Pension Plan or Multiemployer Plan, as applicable; provided, that if the Borrowers or any ERISA Affiliate have not requested such documents or notices from the administrator of sponsor of the applicable Guaranteed Pension Plan or Multiemployer Plan, the Borrowers or ERISA Affiliate shall, upon request from the Administrative Agent, promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof;

(n) promptly upon delivery thereof, copies of all documents and materials of a material financial nature or otherwise provided to any other creditor of any Loan Party or any Subsidiary;

(o) promptly upon request therefor, all information pertaining to the Loan Parties and their Subsidiaries reasonably requested by any Lender in order for such Lender to comply with the provisions of the Patriot Act;

(p) at the request of the Administrative Agent, a thirteen (13) week cash flow report;

(q) such other reports and information (financial or otherwise) as any Agent may request from time to time in connection with any Collateral or any Loan Party’s or the Subsidiary’s financial condition or business; and

(r) promptly but in any event no later than ten (10) days after any Loan Party’s entry into any consignment arrangement (whether such consignment arrangement is documented or otherwise) in which such Loan Party acts as a consignee (including, without limitation, pursuant to Section 4.1 of the Damiani Distribution Agreement), notify the Agents in writing of such consignment arrangement, specifying the consignor, the consignee, the term of the consignment arrangement, the goods to be consigned and any other material terms of such arrangements and, at the request of the Administrative Agent, promptly deliver true, complete and accurate copies of such consignment agreement and related documents and any amendments, modifications, supplements, waivers or other modifications thereof.

Documents required to be delivered pursuant to Sections 10.1.2(a), (b) or (j) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the applicable Borrower posts such documents, or provides a link thereto on such Borrower’s website on the Internet at the website address indicated in writing to the Agents and the Lenders by the Borrower Agent; or (ii) on which such documents are posted on such Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and each Agent have access (whether a commercial, third-party website or whether sponsored by any Agent); provided that: (i) such Borrower shall deliver paper copies of such documents to any Agent or any Lender that requests such Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by such Agent or such Lender and (ii) such Borrower shall notify each Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Agents and the Lenders by electronic mail electronic versions ( i.e. , soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrowers shall be required to provide paper copies of the Compliance Certificates to the Agents and the Lenders. Except for such Compliance Certificates, no Agent shall have any obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrowers with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

The Loan Parties hereby acknowledge that (a) the Agents and/or the Arrangers will make available to the Lenders and the Issuing Banks materials and/or information provided by or on behalf of the Loan Parties hereunder (collectively, “ Borrower Materials ”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “ Platform ”) and (b) certain of the Lenders may be “public-side” Lenders ( i.e., the Lenders that do not wish to receive material non-public information with respect to the Loan Parties or their securities) (each, a “ Public Lender ”). The Loan Parties hereby agree that (w) all Borrower Materials that are to be made available to the Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Loan Parties shall be deemed to have authorized the Agents, the Arrangers, the Issuing Banks and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Loan Parties or their securities for purposes of United States Federal and state securities laws ( provided ,

however , that to the extent such Borrower Materials constitute confidential information in accordance with Section 14.11 , they shall be treated as set forth in such Section); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Agents and Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.”

10.1.3. Notices .

(a) Notify the Agents and the Lenders in writing, promptly after any Senior Officer of any Loan Party obtains knowledge thereof, of any of the following that affects a Loan Party: (i) the threat or commencement of any proceeding or investigation, whether or not covered by insurance, reasonably likely to result in a Material Adverse Effect; (ii) any material pending or threatened labor dispute, strike or walkout, or the expiration of any material labor contract; (iii) any material default under or termination of a Material Contract; (iv) the existence of any Default or Event of Default; (v) any default under the Term Loan Documents, the Quebec Subordinated Debt Documents, the Rolex Documents, the Montrovest Debt Documents, the Damiani Debt Documents, the Additional Subordinated Debt Documents or any other document, instrument or agreement evidencing Debt in excess of the Dollar Equivalent of $500,000; (vi) any judgment in an amount exceeding the Dollar Equivalent of $750,000; (vii) the assertion of any Intellectual Property Claim, if an adverse resolution is reasonably likely to result in a Material Adverse Effect; (viii) any violation or asserted violation of any Applicable Law (including ERISA, OSHA, FLSA, or any Environmental Laws), if an adverse resolution is reasonably likely to result in a Material Adverse Effect; (ix) any material Environmental Release by a Loan Party or on any Property owned, leased or occupied by a Loan Party; or receipt of any Environmental Notice; (x) any circumstance or occurrence reasonably likely to result in a Material Adverse Effect; (xi) any change in the board of directors (or similar governing body) of either Borrower; (xii) the discharge of or any withdrawal or resignation by the Loan Parties’ independent accountants; (xiii) any material change in any Loan Party’s accounting or financial reporting practices; (xiv) any incurrence of Debt, issuance of Capital Stock or dispositions of Property with a fair market value in excess of the Dollar Equivalent of $500,000, in each case, by any Loan Party or, if applicable, any change in any Debt rating of any Loan Party; (xv) any opening of a new store, office or place of business; (xvi) any damage to, or destruction of, any material portion of the Collateral; (xvii) a US Revolver Overadvance or a Canadian Overadvance as a result of a decrease in the US Borrowing Capacity or the Canadian Borrowing Capacity, as applicable, in which case such notice shall also include the amount of such Overadvance Loan; (xviii) any Loan Party’s adoption of a French form of name or any change in any Loan Party’s corporate name, identity, corporate structure, chief executive office, domicile or Federal Taxpayer Identification Number, and (xix) any notices, materials or other information provided outside the ordinary course of business to the agents and/or lenders under the Term Loan Documents, the Quebec Subordinated Debt Documents, the Rolex Documents, the Montrovest Debt Documents, the Damiani Debt Documents or the Additional Subordinated Debt Documents. The Loan Parties hereby agree not to effect or permit any change referred to in clause (xviii) above unless all filings have been made under the UCC, PPSA or otherwise that are required in order for the Applicable Agent to continue at all times following such change to have a valid, legal and perfected security interest in and Lien on all the Collateral as contemplated in the Security Documents.

(b) Notify the Agents in writing, promptly after any Senior Officer of any Loan Party obtains knowledge of (i) any determination by any Borrower or any Subsidiary that the Inventory levels of such Borrower or such Subsidiary are not adequate to meet the sales projections of such Borrower or such Subsidiary, and (ii) any failure of any Borrower or any Subsidiary to pay rent at any location, which failure continues for more than fifteen (15) days following the day on which such rent is due and payable by such Borrower or such Subsidiary.

10.1.4. Landlord and Storage Agreements . Upon request, provide the Administrative Agent and each Co-Collateral Agent with copies of all existing agreements, and promptly after execution thereof provide the Administrative Agent and each Co-Collateral Agent upon request with copies of all future agreements, between a Loan Party and any landlord, warehouseman, processor, shipper, bailee or other Person that owns any premises at which any Collateral having an aggregate value of more than the Dollar Equivalent of $100,000 may be kept or that otherwise may possess or handle any Collateral.

10.1.5. Compliance with Laws; Organizational Documents; Material Contracts . Comply (a) with all Applicable Laws, including ERISA, Environmental Laws, FLSA, OSHA, Anti-Terrorism Laws, and laws regarding pension plans and the collection and payment of Taxes, and maintain all Governmental Approvals necessary to the ownership of its Properties or conduct of its business, unless failure to comply or maintain could not reasonably be expected to have a Material Adverse Effect, (b) with all Organizational Documents unless failure to comply therewith would not (x) be reasonably expected to have a Material Adverse Effect and (y) be reasonably expected to have a materially adverse effect on any Agent or any Lender and (c) with all of its Material Contracts except in each case where the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, if any material Environmental Release occurs at or on any Properties of any Loan Party or any Subsidiary, it shall act promptly and diligently to investigate and report to the Administrative Agent and all appropriate Governmental Authorities the extent of, and to make appropriate remedial action to eliminate, such Environmental Release, whether or not directed to do so by any Governmental Authority.

10.1.6. Taxes . Pay, remit and discharge all Taxes prior to the date on which they become delinquent or penalties attach, unless such Taxes are being Properly Contested.

10.1.7. Insurance . In addition to the insurance required hereunder with respect to Collateral, maintain insurance with insurers (rated A or better by Best Rating Guide) reasonably satisfactory to the Administrative Agent, with respect to the Properties, business and business interruption of the Loan Parties and Subsidiaries of such type (including product liability, workers’ compensation, larceny, embezzlement, or other criminal misappropriation insurance), in each case, in such amounts, and with such coverages and deductibles as are customary for companies similarly situated.

10.1.8. Licenses . Keep each License affecting any Collateral (including the manufacture, distribution or disposition of Inventory) or any other material Property of the Loan Parties and Subsidiaries in full force and effect, if the failure to maintain such License is reasonably likely to result in a Material Adverse Effect, promptly notify the Administrative Agent of any proposed modification to any such License, or entry into any new License, in each case at least 30 days prior to its effective date and notify the Administrative Agent of any default or breach asserted by any Person to have occurred under any License.

10.1.9. Future Subsidiaries . Promptly notify the Administrative Agent upon any Person becoming a Subsidiary and cause such Person, within 45 days after such Person becomes a Subsidiary, to (i) join this Agreement and the other Loan Documents, in a manner reasonably satisfactory to the Administrative Agent, as a Borrower or Guarantor hereunder and thereunder (such determination to be made by the Administrative Agent in its sole discretion), and (ii) execute and deliver such documents, instruments and agreements and to take such other actions as the Administrative Agent shall require to evidence and perfect a first priority Lien in favor of the Applicable Agent (for the benefit of the Secured Parties) on all assets of such Person as security for the Obligations, including delivery of such legal opinions and such other information, in form and substance reasonably satisfactory to the Administrative Agent, as it shall deem reasonably appropriate.

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10.1.10. Payment of Obligations . Pay and discharge as the same shall become due and payable all its obligations and liabilities, including (a) all lawful claims which, if unpaid, would by law become a Lien (other than a Permitted Lien) upon its property; and (b) all Debt, as and when due and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such Debt.

10.1.11. Preservation of Existence . Preserve, renew and maintain in full force and effect its legal existence and good standing under the laws of the jurisdiction of its organization.

10.1.12. Maintenance of Properties . Maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in working order and condition, ordinary wear and tear excepted and make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

10.1.13. Books and Records . Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of such Loan Parties or such Subsidiary, as the case may be.

10.1.14. Compliance with Terms of Leaseholds . Make all payments and otherwise perform all obligations in respect of all leases of real property to which any Loan Party or any of its Subsidiaries is a party, keep such leases in full force and effect and not allow such leases to lapse or be terminated or any rights to renew such leases to be forfeited or cancelled, notify the Administrative Agent of any default by any party with respect to such leases and cooperate with the Administrative Agent in all respects to cure any such default, and cause each of its Subsidiaries to do so, except, in any case, where the failure to do so, either individually or in the aggregate, could not be reasonably likely to have a Material Adverse Effect.

10.1.15. Use of Proceeds . Use the proceeds of Loans and the issuance of Letters of Credit solely for the purposes set forth in Section 2.1.3 .

10.1.16. Lien Searches . Promptly following receipt of the acknowledgment copy of any financing statements filed under the UCC or the PPSA in any jurisdiction (or the equivalent in any foreign jurisdiction) by or on behalf of the Secured Parties, deliver to the Agents completed requests for information listing such financing statement and all other effective financing statements filed in such jurisdiction that name any Loan Party as debtor, together with copies of such other financing statements.

10.1.17. Lien Waivers and Lien Priority Agreements . Use commercially reasonable efforts to deliver not later than 45 days after the opening of any new location, Lien Waivers for each distribution center, warehouse or storage facility at which Collateral is located; provided , that the Loan Parties shall use commercially reasonable efforts to deliver not later than 10 days after the opening of any new location in a province or territory of Canada in which there is no PPSA registration, Lien Waivers for each distribution center, warehouse or storage facility at which Collateral is located. Each Loan Party shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to deliver a Lien Priority Agreement for each of the Loan Party’s locations in the province of Québec, Canada with respect to which registered hypothecs have priority over the Lien of the Applicable Agent in any of the Collateral.

10.1.18. Sales Taxes . If requested by the Applicable Agent or any Co-Collateral Agent, all or any portion of any Loan will be set aside by the relevant Borrower to cover such Borrower’s

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obligations for overdue sales or goods and services Tax on account of sales since the then most recent Borrowing pursuant to the Notice of Borrowing delivered in connection therewith.

10.1.19. [Reserved] .

10.1.20. Lenders Meetings . Upon the request of the Administrative Agent, any Co-Collateral Agent or the Required Lenders, participate in a meeting of the Agents, Co-Collateral Agents and the Lenders once during each Fiscal Year to be held at the Borrowers’ corporate offices (or at such other location as may be agreed to by the Borrowers and the Administrative Agent) at such time as may be agreed to by the Borrowers, the Agents and the Co-Collateral Agents.

10.1.21. Communication with Accountants . Upon the Administrative Agent’s or any Co-Collateral Agent’s reasonable request, authorize and instruct that the Borrowers’ independent certified public accountants communicate with the Administrative Agent and the Co-Collateral Agents with respect to the financial condition of the Borrowers and their Subsidiaries and make available all documents and other information reasonably requested by any Agent or Co-Collateral Agent; provided that the Borrowers and the other Loan Parties may participate in all such communications.

10.1.22. Further Assurances . Promptly upon request by any Agent, or any Lender through the Administrative Agent, (a) correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably require from time to time in order to (i) carry out more effectively the purposes of the Loan Documents, (ii) to the fullest extent permitted by Applicable Law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Security Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Security Documents and any of the Liens intended to be created thereunder and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document or under any other instrument executed in connection with any Loan Document to which any Loan Party or any of its Subsidiaries is or is to be a party, and cause each of its Subsidiaries to do so.

10.2. Negative Covenants . For so long as any Commitments or Obligations are outstanding, each Loan Party shall not, and shall cause each Subsidiary not to:

10.2.1. Permitted Debt . Create, incur, guarantee or suffer to exist any Debt, except:

(a) the Obligations;

(b) the Term Loan Debt;

(c) the Quebec Subordinated Debt in an outstanding amount not to exceed Cdn. $12,000,000 at any time and solely to the extent that such Debt is subject to the Quebec Subordination Agreements; provided that (i) the Quebec Subordinated Debt Documents shall be in form and substance reasonably satisfactory to the Agents and the Required Lenders and (ii) the Quebec Subordinated Debt shall be subject to the Quebec Subordination Agreements;

(d) Intercompany Debt;

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(e) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the Ordinary Course of Business;

(f) Debt described in Schedule 10.2.1 , but not any extensions, renewals or replacements of such Debt except (i) renewals and extensions expressly provided for in the agreements evidencing any such Debt as the same are in effect on the date of this Agreement and (ii) refinancings and extensions of any such Debt if the terms and conditions thereof are not materially less favorable (taken as a whole) to the obligor thereon or to the Lenders than the Debt being refinanced or extended, and the average life to maturity thereof is greater than or equal to that of the Debt being refinanced or extended; provided that such Debt permitted under the immediately preceding clause (i) or (ii) above shall not (A) include Debt of an obligor that was not an obligor with respect to the Debt being extended, renewed or refinanced, (B) exceed in a principal amount the Debt being renewed, extended or refinanced, except by an amount equal to a premium on or other amount paid and fees and expenses reasonably incurred in connection with such renewal, extension or refinancing or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom;

(g) Debt incurred in connection with the acquisition, lease or leasing after the Closing Date of any equipment or fixtures by a Loan Party or under any Capital Lease, provided that the aggregate principal amount of such Debt of the Loan Parties shall not exceed the Dollar Equivalent of $15,000,000 at any one time;

(h) [Reserved];

(i) [Reserved];

(j) such other unsecured Debt that is expressly subordinated to the Full Payment of the Obligations on terms and conditions and pursuant to a subordination agreement acceptable to the Agents and the Required Lenders; provided that the aggregate principal amount of such Debt of the Loan Parties shall not exceed the Dollar Equivalent of $15,000,000 at any one time;

(k) unsecured Debt constituting the Management Debt to the extent subject to the Management Subordination Agreement;

(l) such other Additional Subordinated Debt of the Loan Parties; provided that the aggregate principal amount of such Additional Subordinated Debt of the Loan Parties shall not exceed the Dollar Equivalent of $15,000,000 at any one time; and

(m) the Damiani Debt of the Loan Parties; provided that the aggregate amount of such Damiani Debt of the Loan Parties shall not exceed the Dollar Equivalent of $10,600,000 at any one time.

10.2.2. Permitted Liens . Create or suffer to exist any Lien upon any of its Property, except the following (collectively, “ Permitted Liens ”):

(a) Liens in favor of the Agents (or any of them) for the benefit of the Secured Parties granted pursuant to any Loan Document;

(b) Liens securing the Term Loan Debt; provided that such Liens are expressly subordinate and junior in priority to the Liens securing the Obligations pursuant to the Intercreditor Agreement;

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(c) Liens to secure Taxes in respect of obligations not overdue or being Properly Contested, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP, or Liens on Properties to secure claims for labor, material or supplies in respect of obligations not overdue or being Properly Contested, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

(d) deposits or pledges made in connection with, or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security or like obligations;

(e) Liens on Properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which a Borrower or any such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review;

(f) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on Properties, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue or being Properly Contested, if adequate reserves with respect thereto are maintained on the books of the applicable Person;

(g) encumbrances on Real Estate consisting of easements, servitudes, rights of way, zoning restrictions, restrictions on the use of Real Estate and defects and irregularities in the title thereto, landlord’s or lessor’s liens and other minor Liens, provided that none of such Liens (A) interferes materially with the use of the Property affected in the Ordinary Course of Business, and (B) individually or in the aggregate has, or could reasonably be expected to have, a Material Adverse Effect;

(h) Liens existing on the date hereof (other than Permitted Liens pursuant to clauses (a), (b), (j), (m), (q) and (r) of this Section 10.2.2 ) and listed on Schedule 10.2.2 hereto;

(i) purchase money security interests in or purchase money mortgages or vendors’ hypothecs on Property acquired after the date hereof to secure purchase money Debt of the type and amount permitted by Section 10.2.1(g) , incurred in connection with the acquisition of such Property, which security interests, vendors’ hypothecs, mortgages, conditional sales agreements, installment sales agreements or other like title retention agreements with respect to Property acquired cover only the Property so acquired, together with the accessories thereto and proceeds thereof;

(j) the Rolex Liens and any Liens in favor of Rolex Canada Ltd. to the extent constituting valid and perfected purchase money security interests in accordance with Applicable Law;

(k) Liens of a bank or financial institution with respect to funds deposited with such institution, including in respect of contractual rights of set-off;

(l) Liens representing the replacement, extension or renewal of any Liens permitted in clauses (a) through (k) above, provided that (A) any such replacement, extension or renewal Liens shall encumber the same Property (and no additional Property of the Loan Parties) as covered by the Liens that are so replaced, extended or renewed, and (B) the aggregate amount of Debt secured by such Property has not increased as a result of or in connection with such replacement, extension or renewal;

(m) Liens securing the Quebec Subordinated Debt permitted pursuant to Section 10.2.1(c) , provided that such Liens shall, at all times be, subordinate and junior in priority to the Liens securing the Obligations pursuant to the Quebec Subordination Agreements;

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(n) [Reserved];

(o) Liens created in connection with any goods or merchandise on consignment in which any Loan Party acts as “consignor”, provided that the Borrowers shall have delivered written notice to the Administrative Agent of the applicable Loan Party’s intention to enter into such consignment arrangements at least ten (10) days prior to the entry thereof and shall have provided the Administrative Agent complete copies of the proposed consignment agreements (if any);

(p) [Reserved];

(q) Liens securing any Additional Subordinated Debt permitted under Section 10.2.1(l) , provided that such Liens shall, at all times, be subordinate and junior in priority to the Liens securing the Obligations pursuant to a Subordination Agreement in form, scope and substance satisfactory to the Agents and the Required Lenders; and

(r) Liens securing the Damiani Debt permitted under Section 10.2.1(m) and Liens securing the obligations of the Loan Parties under the Damiani Debt Documents in respect of the consignment arrangements described therein, provided that, in each case, such Liens shall, at all times, be subordinate and junior in priority to the Liens securing the Obligations to the extent provided in the Damiani Subordination Agreement or another Subordination Agreement in form, scope and substance satisfactory to the Agents and the Required Lenders.

10.2.3. Equitable Lien . If any Loan Party shall create or assume any Lien upon any of its Properties, whether now owned or hereafter acquired, other than Permitted Liens, it shall make or cause to be made effective provisions whereby the Obligations will be secured by such Lien equally and ratably with any and all other Debt secured thereby as long as any such Debt shall be so secured; provided that, notwithstanding the foregoing, this covenant shall not be construed as a consent by the Required Lenders to the creation or assumption of any such Lien not otherwise permitted hereby. No Loan Party shall grant any Lien on any Property to the Term Loan Lenders unless such Loan Party grants a Lien on such Property to the Applicable Agent on a first priority basis.

10.2.4. No Further Negative Pledges . Enter into any agreement prohibiting the creation or assumption of any Lien upon any of its Properties (other than the Loan Documents and the Term Loan Documents), whether now owned or hereafter acquired, except with respect to (a) restrictions on specific assets which assets are the subject of purchase money security interests to the extent permitted under Section 10.2.2(i) , and (b) customary anti-assignment provisions contained in leases and licensing and other agreements entered into by a Loan Party in the Ordinary Course of Business.

10.2.5. [Reserved] .

10.2.6. Restricted Junior Payments . Through any manner or means or through any other Person, directly or indirectly, declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Junior Payment except:

(a) the Borrowers shall be permitted to declare dividends or distributions on or in respect of any shares of any class of Capital Stock of the Borrowers on a quarterly basis but in any event not later than forty-five (45) days after each date on which the Borrowers deliver their financial statements to the Lenders in accordance with Section 10.1.2(b) , in each case in an amount not to exceed 33% of Consolidated Net Income for the twelve month period ended as of each such Fiscal Quarter, provided that (i) Fixed Charge Coverage Ratio, measured on a pro forma basis after giving effect to any such payment, is greater than 1.30:1.00, (ii) the aggregate amount of such dividends and distributions

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actually paid by the Borrowers during the twelve month period ended as of any Fiscal Quarter end shall not exceed 33% of Consolidated Net Income for such twelve month period, (iii) no Default or Event of Default shall have occurred and be continuing at the time such dividends and distributions are made or would result therefrom and (iv) Revolver Excess Availability shall be greater than or equal to $30,000,000 (A) at all times during the thirty (30) day period preceding the date any such dividends and distributions are made, (B) immediately after giving effect to the making of any such dividends and distributions and (C) on a prospective basis (as demonstrated pursuant to projections of the Borrowers of the type described in Section 10.1.2(g) , in form and substance reasonably satisfactory to the Agents, which shall have been delivered to the Agents prior to the date of any such dividends and distributions are made), at all times during the twelve month period commencing on the date any such dividends and distributions are made;

(b) the Borrowers and the Guarantors shall be permitted to make any payments of principal and interest on any Intercompany Debt to the extent permitted under Section 10.2.12 ;

(c) the Borrowers shall be permitted to make any payment of the Management Debt to the extent expressly permitted under the Management Subordination Agreement and no Default or Event of Default then exists or would (after taking into consideration the payment to be made) result therefrom;

(d) the Borrowers shall be permitted to pay Gestofi SA fees and expenses in an aggregate amount not greater than $250,000 in any Fiscal Year, payable monthly in arrears in equal monthly payments of up to $20,833.33, for services to be provided to the Borrowers by Mr. Niccolo Rossi, an employee of Gestofi SA, provided that no Default or Event of Default shall have occurred and be continuing at the time of such payment or would result therefrom;

(e) the Borrowers shall be permitted to (i) pay to any of Regaluxe S.r.L., Montrovest B.V. or Gestofi SA, an aggregate amount not to exceed $250,000 in any Fiscal Year (or such greater amount to the extent consented to in writing by the Administrative Agent in its sole discretion) for expenses incurred by any of Regaluxe S.r.L., Montrovest B.V. or Gestofi SA on behalf of the Chairman of the Canadian Borrower in connection with carrying out his duties as Chairman of the Canadian Borrower in the ordinary course of business and (ii) (x) pay Regaluxe S.r.L. a fee of not more than 3.5% of the total price of the goods sold to Regaluxe S.r.L. in the form of a discount (which fee shall be payable to cover import duties and the carrying costs of value-added taxes financing) and (y) reimburse Regaluxe S.r.L. for other reasonable costs and expenses incurred by Regaluxe S.r.L. in connection with the importation by Regaluxe S.r.L. of goods of the Canadian Borrower and the subsequent sale of such goods by Regaluxe S.r.L. to certain Italian jewellery stores (so long as, to the extent requested by the Administrative Agent, the Administrative Agent is provided with satisfactory documentation supporting such fees, costs and expenses); provided that in each case, no Default or Event of Default shall have occurred and be continuing at the time of such payment or would result therefrom; and

(f) the Borrowers shall be permitted to pay to Montrovest B.V. a one-time amendment fee of $75,000 pursuant to the Montrovest Debt Documents on or about the Closing Date.

10.2.7. Restrictions on Subsidiary Distributions . Except as provided herein and in the Term Loan Documents, the Borrowers shall not, and shall not permit any Subsidiary of the Borrowers to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of the Borrowers to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by any Borrower or any other Subsidiary of any Borrower, (b) repay or prepay any Debt owed by such Subsidiary to any Borrower or any other Subsidiary of such Borrower, (c) make loans or advances to the Borrowers or any other Subsidiary of the

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Borrowers, or (d) transfer any of its property or assets to the Borrowers or any other Subsidiary of the Borrowers other than restrictions (i) in agreements evidencing Debt permitted by Sections 10.2.1(g) that impose restrictions on the property so acquired, (ii) in any Contractual Obligation listed in Schedule 10.2.7 in effect on the Closing Date and (iii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the Ordinary Course of Business .

10.2.8. [Reserved] .

10.2.9. Investments . Directly or indirectly, make or own any Investment in any Person, including without limitation any Joint Venture, except:

(a) Investments in cash and Cash Equivalents;

(b) Investments existing on the date hereof and listed on Schedule 9.1.6(b) hereto;

(d) Investments consisting of promissory notes received as proceeds of asset dispositions permitted pursuant to Section 10.2.13(b) ;

(e) Investments consisting of loans and advances to employees for moving, entertainment, travel and other similar expenses in the Ordinary Course of Business not to exceed the Dollar Equivalent of $250,000 in the aggregate at any time outstanding, other than any loans or advances that would be in violation of Section 402 of Sarbanes-Oxley;

(f) Investments by the Borrowers or any Guarantor in BME IPCO in an amount not to exceed, in the aggregate, the sum of (i) the royalty payments required to be paid by the Borrowers or any of their respective Subsidiaries under Section 7.2 of the BME IPCO Distribution Agreement, plus (ii) the Dollar Equivalent of $250,000 in the aggregate in any Fiscal Year, provided , that no Default or Event of Default shall then be continuing under this Agreement;

(g) a one-time Investment by the Borrowers in CGS Canada, in an amount not to exceed $50,000;

(h) Investments by the Borrowers in the Excluded Subsidiaries not to exceed $300,000 in the aggregate outstanding at any time unless approved by the Administrative Agent and the Required Lenders or to the extent that the Investment is made with the net cash proceeds contemporaneously received by the Canadian Borrower from equity issuances and equity contributions made for the sole purpose of such Investment; and

(i) the grant by the Canadian Borrower to the Excluded Subsidiaries of the exclusive right to use the trademarks identified on Schedule 10.2.9(i) hereto in Hong Kong, People’s Republic of China, Mongolia and/or Macau, and the making available by the Canadian Borrower to the Excluded Subsidiaries of the Canadian Borrower’s know-how, confidential or proprietary information and similar Intellectual Property related to the business of the Canadian Borrower solely for use in Hong Kong, People’s Republic of China, Macau and/or Mongolia;

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provided , however , that, with the exception of Investments referred to in clauses (f), (h) and (i) of this Section 10.2.9 , such Investments will be considered Investments permitted by this Section 10.2.9 , only if all actions have been taken to the satisfaction of the Administrative Agent to provide to the Applicable Agent, for the benefit of the Lenders and the Agents, a first priority perfected security interest in all of such Investments free of all Liens other than Permitted Liens entitled to priority under Applicable Law.

10.2.10. Prepayment and Cancellation of Certain Debt . Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, any Debt (including, without limitation, (a) any Intercompany Debt or Management Debt, unless otherwise permitted pursuant to Section 10.2.6 , or (b) the Term Loan Debt or the Quebec Subordinated Debt, in each case prior to its due date under the agreements evidencing such Debt as in effect on the Closing Date (in each case, or as amended thereafter in accordance with Section 10.2.11 ), unless otherwise permitted pursuant to Section 10.2.12 , or (c) the Montrovest Debt, the Damiani Debt or the Additional Subordinated Debt, in each case, prior to its respective due date under the Montrovest Debt Documents, the Damiani Debt Documents or the Additional Subordinated Debt Documents, and as in effect on the date of entry thereof (in each case, or as amended thereafter in accordance with Section 10.2.11 ), unless otherwise permitted pursuant to Section 10.2.12 .

10.2.11. Amendments or Waivers of Term Loan Documents, Management Agreement, Quebec Subordinated Debt Documents, Montrovest Debt Documents, Damiani Debt Documents, Additional Subordinated Debt Documents and Organizational Documents . (a) Agree to any amendment, restatement, supplement or other modification to, or waiver of any of its material rights under, the Term Loan Documents (except to the extent expressly permitted under the Intercreditor Agreement), the Management Agreement (except to the extent expressly permitted by the Management Subordination Agreement), the Quebec Subordinated Debt Documents, the Montrovest Debt Documents (except to the extent expressly permitted by the Montrovest Subordination Agreement), the Damiani Debt Documents (except to the extent expressly permitted by the Damiani Subordination Agreement) or any Additional Subordinated Debt Documents, without in each case obtaining the prior written consent of the Required Lenders to such amendment, restatement, supplement or other modification or waiver; or (b) amend, modify or change any of its Organizational Documents (including by the filing or modification of any certificate of designation), other than any such amendments, modifications or changes which are not adverse in any material respect to the interests of the Lenders. Each Loan Party shall deliver to the Administrative Agent complete and correct copies of any amendment, restatement, supplement or other modification to or waiver of the Term Loan Documents, the Management Agreement, the Quebec Subordinated Debt Documents, the Montrovest Debt Documents, the Damiani Debt Documents, any Additional Subordinated Debt Documents or Organizational Documents.

10.2.12. Subordinated Debt; Term Loan Debt .

(a) [Reserved].

(b) Make any payments in respect of the Quebec Subordinated Debt; provided , that the Loan Parties may make (i) such regularly scheduled payments of principal and interest in respect of the Quebec Subordinated Debt so long as no Default or Event of Default then exists or would (after taking into consideration the payment to be made) result therefrom, and (ii) prepayments of principal in respect of the Quebec Subordinated Debt so long as (A) Fixed Charge Coverage Ratio, measured on a pro forma basis after giving effect to any such payment, is greater than 1.10:1.00, (B) Revolver Excess Availability as of such date (calculated on a pro forma basis after taking into consideration the payment to be made) shall be greater than an amount equal to the product of (x) thirty percent (30%) multiplied by (y) the Aggregate Revolver Borrowing Capacity (provided that, for purposes of this clause (b)(ii)(B)(y), the Aggregate Revolver Borrowing Capacity shall be calculated without deduction of the Availability Block,

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the Seasonal Availability Block, the Loan to Value Reserve and the Term Loan Discretionary Reserve), (C) such payment is made within fifteen (15) days after the Borrowers have delivered to the Agents the financial statements pursuant to Section 10.1.2(b) , (D) no Default or Event of Default then exists or would (after taking into consideration the payment to be made) result therefrom and (E) not less than five (5) days prior to such payment, the Borrowers shall have delivered to the Administrative Agent a certificate certifying, and providing appropriate calculations, as to the matters set forth in clauses (A) through (D) of this clause (b)(ii).

(c) Make any principal payments in respect of the Term Loan Debt; provided , that the Loan Parties may make such principal payments so long as (i) Fixed Charge Coverage Ratio, measured on a pro forma basis after giving effect to any such payment, is greater than 1.10:1.00, (ii) Revolver Excess Availability (calculated on a pro forma basis after taking into consideration the payment to be made) on a prospective basis (as demonstrated pursuant to final projections of the Borrowers of the type described in Section 10.1.2(g) , in form and substance reasonably satisfactory to the Agents, which shall have been delivered to the Agents prior to the date of any such principal payments are made), at all times during the twelve month period commencing on the date any such principal payments are made shall be greater than $17,000,000, (iii) such payment is made within fifteen (15) days after the Borrowers have delivered to the Agents the financial statements pursuant to Section 10.1.2(b) , (iv) no Default or Event of Default then exists or would (after taking into consideration the payment to be made) result therefrom and (v) not less than five (5) days prior to such payment, the Borrowers shall have delivered to the Administrative Agent a certificate certifying, and providing appropriate calculations, as to the matters set forth in clauses (i) through (iv) of this clause (c).

(d) Make any payments in respect of any Intercompany Debt; provided , that the Loan Parties may make such principal and interest payments so long as no Default or Event of Default then exists or would (after taking into consideration the payment to be made) result therefrom.

(e) [Reserved].

(f) Make any payments in respect of the Montrovest Debt other than regularly scheduled payments of interest in respect of the Montrovest Debt so long as no Default or Event of Default then exists or would (after taking into consideration the payment to be made) result therefrom. No prepayment of, or payments of principal on, the Montrovest Debt may be made without the prior written consent of the Agents and the Required Lenders in their sole discretion.

(g) Make any payments in respect of any Additional Subordinated Debt other than to the extent permitted pursuant to the Subordination Agreement entered into in connection with such Additional Subordinated Debt.

(h) Make any payments in respect of the Damiani Debt other than to the extent permitted pursuant to the Damiani Subordination Agreement or another Subordination Agreement in form, scope and substance satisfactory to the Agents and the Required Lenders.

10.2.13. Fundamental Changes; Asset Acquisition; Disposition of Assets .

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Borrower shall be the continuing or surviving Person and (B) other than as described in clause (a)(i)(A) herein, in the event that any Borrower or any Guarantor (other than a Borrower) is a party to such merger, amalgamation or consolidation, such Borrower or such Guarantor shall be the continuing or surviving Person, (ii) the merger, amalgamation or consolidation of two or more Subsidiaries of the Borrowers (other than a Borrower) or the Guarantors (other than a Borrower), provided that in the event any Guarantor is a party to such merger, amalgamation, consolidation, asset acquisition or stock acquisition, such Guarantor shall be the continuing or surviving Person or (iii) any other mergers, amalgamations, consolidations, asset acquisitions or stock acquisitions not otherwise contemplated pursuant to this Section 10.2.13(a) in an aggregate amount not to exceed the Dollar Equivalent of $5,000,000, provided that, in each case, (x) in the event any Borrower is a party to such merger, amalgamation, consolidation, asset acquisition or stock acquisition, such Borrower shall be the continuing or surviving Person; (y) the relevant Borrower or Guarantor takes all actions required by the Applicable Agent in order for the Applicable Agent to acquire a perfected, first priority security interest in such newly acquired assets or stock; and (z) in the case of an asset acquisition or a stock acquisition by any Loan Party, such Loan Party shall, at such Loan Party’s expense, cause any new Subsidiary formed or acquired thereby to (A) join this Agreement and the other Loan Documents as required pursuant to Section 10.1.9 and (B) if any shares of Capital Stock or Debt of such Subsidiary are owned by or on behalf of any Loan Party, such Loan Party shall cause such shares and promissory notes evidencing such Debt to be pledged to the Administrative Agent within 45 days after such Subsidiary is formed or acquired, provided that in no event shall compliance with this Section 10.2.13(a) waive or be deemed a waiver or consent to any transaction giving rise to the need to comply with this Section 10.2.13(a) if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any such Subsidiary, an approval of such Person as a Borrower or Guarantor or permit the inclusion of any acquired assets in the computation of the Aggregate Revolver Borrowing Capacity or Term Loan Borrowing Capacity (in each case, or any component definition thereof); or

(b) Become a party to or agree to or effect any sale, lease, license, consignment, transfer or other disposition of assets, other than (i) the sale of Inventory, the licensing of Intellectual Property and the disposition of obsolete assets, in each case in the Ordinary Course of Business and to a Person other than an Excluded Subsidiary, (ii) the sale of Inventory and other assets to a Person other than an Excluded Subsidiary outside the Ordinary Course of Business in connection with Permitted Store Closings and (iii) the transactions described in Section 10.2.9(i) .

10.2.14. Sales and Leasebacks . Except for sales of equipment in the Ordinary Course of Business to a Person other than an Excluded Subsidiary, enter into any arrangement, directly or indirectly, whereby any Loan Party shall sell or transfer any Property owned by it in order then or thereafter to lease such Property or lease other Property that such Loan Party intends to use for substantially the same purpose as the Property being sold or transferred.

10.2.15. Transactions with Affiliates . Directly or indirectly, engage in any transaction with any Affiliate (other than for services as employees, officers and directors, including employee discounts consistent with past practices), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any such Affiliate or, to the knowledge of the Borrowers, any corporation, partnership, trust or other Person in which any such Affiliate has a substantial interest or is an officer, director, trustee or partner, except to the extent (i) the terms are more favorable to such Person than would have been obtainable on an arm’s-length basis with an unrelated party in the Ordinary Course of Business; or (ii) in accordance with Section 10.2.6(d) , Section 10.2.6(e) , Section 10.2.6(f) or Section 10.2.13(b)(iii) .

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10.2.16. Business Activities; Permitted Store Closings . (a) Engage directly or indirectly (whether through the Subsidiaries or otherwise) in any type of business other than the businesses conducted by the Loan Parties on the Closing Date and in related businesses, (b) execute, alter, modify, or amend any lease; provided , however , that the Loan Parties may (i) alter, modify or amend any lease in a manner beneficial to the Loan Parties so long as any such alteration, modification or amendment does not adversely affect any rights of the Agents or the Lenders hereunder and (ii) the Loan Parties may terminate the leases on the retail locations which constitute a Permitted Store Closing, or (c) except as provided in clause (b) hereof, commit to, or open or close any location at which a Loan Party maintains, offers for sales, or stores any of the Collateral.

10.2.17. Accounting Changes; Fiscal Year; Tax Consolidation . (a) Make or permit any material change, any change which would have a material impact on the results of operations or financial condition or financial statements or make any change which would be determinative as to whether or not the Borrowers and their Subsidiaries would be in compliance with any of the covenants set forth in Section 10.2 hereof, in accounting policies or reporting practices, without the consent of the Administrative Agent, which consent shall not be unreasonably withheld, except changes that are required by or permitted under GAAP or (b) change its Fiscal Year end from the last Saturday of March of each year.

10.2.18. Margin Regulations . Use all or any portion of the proceeds of any credit extended hereunder to purchase or carry margin stock (within the meaning of Regulation U of the Federal Reserve Board) in contravention of Regulation U of the Federal Reserve Board.

10.2.19. Hedging Agreements . Enter into any Hedging Agreement.

10.2.20. No Speculative Transactions . Engage in any transaction involving commodity options, futures contracts or similar transactions.

10.2.21. Amendment of Rolex Documents . Amend any provision of any Rolex Document in a manner adverse to the Agents and the Secured Parties without the prior written consent of the Applicable Agent.

10.2.22. Canadian Subsidiaries . Permit the Canadian Borrower to have any Subsidiary other than the US Borrower, BME IPCO and CGS Canada.

10.2.23. Canadian Plans . Permit any Canadian Loan Party or any of its Subsidiaries to maintain any Canadian Plan that is a defined benefit pension plan.

10.2.24. Jose Hess Trademark . Permit any Loan Party or any Subsidiary of a Loan Party to use the “Jose Hess & Design” trademark with registration number 1,100,692 until such trademark has been assigned to a Loan Party and the security interest and Lien of the Administrative Agent is properly recorded against such trademark with the United States Patent and Trademark Office.

10.2.25. Certain Consignment Arrangements . Permit any Loan Party or any Subsidiary of a Loan Party to (a) hold any consigned inventory from any of Clover Corporation, M. Fabrikant & Sons, Inc. or S.H.R. Inc. unless and until the Administrative Agent and the Co-Collateral Agents shall have received evidence satisfactory to the Administrative Agent and the Co-Collateral Agents that any UCC filings on record or to be recorded in respect of any consignment arrangements made by such Persons are satisfactory to the Administrative Agent and the Co-Collateral Agents or (b) engage in any consignment arrangement with any Loan Party or any Subsidiary of a Loan Party.

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SECTION 11. EVENTS OF DEFAULT; REMEDIES ON DEFAULT

11.1. Events of Default . Each of the following shall be an “Event of Default “ hereunder, if the same shall occur for any reason whatsoever, whether voluntary or involuntary, by operation of law or otherwise:

(a) Any Borrower fails to pay any principal of the Loans, any US LC Obligation, any Canadian LC Obligation, any interest on the Loans, any fee or any other amount payable under this Agreement or any other Loan Document, when and as the same shall become due and payable (whether at stated maturity, on demand, upon acceleration or otherwise); or

(b) (i) Any information contained in any Compliance Certificate or Borrowing Base Certificate was untrue or incorrect in any material respect when made or (ii) any representation or warranty made or delivered to any Agent or any Lender by any Loan Party herein, in connection with any Loan Document or transaction contemplated thereby, or in any written statement, report, financial statement or certificate (other than a Borrowing Base Certificate or Compliance Certificate) is untrue, incorrect or misleading in any material respect when given or confirmed; or

(c) (i) Any Loan Party breaches or fails to perform any covenant contained in Section 7 , 8 , 10.1 (other than Section 10.1.2(a), (b), (c) or (g)) or 10.2 ; or (ii) any Loan Party breaches or fails to perform any covenant contained Section 10.1.2(a), (b), (c) or (g) for five (5) days after the date otherwise set forth in such section as a deadline for compliance thereof; or

(d) Any Loan Party breaches or fails to perform any other covenant contained in any Loan Documents, and such breach or failure is not cured within 15 days after a Senior Officer of such Loan Party receives notice thereof from any Agent; provided , however , that such notice and opportunity to cure shall not apply if the breach or failure to perform is not capable of being cured within such period; or

(e) Any Guarantor repudiates, revokes or attempts to revoke its Guaranty; any Loan Party denies or contests the validity or enforceability of any Loan Documents or Obligations, or the perfection or priority of any Lien granted to any Agent; or any Loan Document ceases to be in full force or effect for any reason (other than a waiver or release by the Agents and the Lenders) or any Loan Party shall so state in writing; or

(f) Any judgment or order for the payment of money is entered against a Loan Party or any of its Subsidiaries in an amount that exceeds, individually or cumulatively with all unsatisfied judgments or orders against all the Loan Parties and their Subsidiaries, the Dollar Equivalent of $1,000,000 (net of any insurance coverage therefor acknowledged in writing by the insurer), and shall remain unsatisfied, undischarged, unvacated, unbonded or unstayed for a period of 30 days; or

(g) Any Loan Party or any of its Subsidiaries becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any Loan Party or any of its Subsidiaries and is not released, vacated or fully bonded within 45 days after its issue or levy; or

(h) Any loss, theft, damage or destruction occurs with respect to any Collateral if the amount not covered by insurance exceeds the Dollar Equivalent of $1,000,000; or

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(i) Any Loan Party or any of its Subsidiaries is enjoined, restrained or in any way prevented by any Governmental Authority from conducting (i) any material part of its business or (ii) business at more than 10 retail locations, and such order shall continue in effect for more than 5 days; any Loan Party or any of its Subsidiaries suffers the loss, revocation or termination of any material license, permit, lease or agreement necessary to its business and such loss, revocation or termination shall continue unremedied for 5 days; there is a cessation of any material part of a Loan Party’s or any of its Subsidiaries’ business for a material period of time; any Collateral or Property of a Loan Party or any of its Subsidiaries is taken or impaired through condemnation and such loss, revocation or termination is reasonably likely to result in a Material Adverse Effect; any Loan Party or any of its Subsidiaries agrees to or commences any liquidation, dissolution or winding up of its affairs; or any Loan Party or any of its Subsidiaries ceases to be Solvent; or

(j) Any Insolvency Proceeding is commenced by any Loan Party or any of its Subsidiaries; an Insolvency Proceeding is commenced against any Loan Party or any of its Subsidiaries and such Loan Party or such Subsidiary consents to the institution of the proceeding against it, the petition, filing or other proceeding commencing the proceeding is not timely controverted by such Loan Party or such Subsidiary, such petition, filing or other proceeding is not dismissed or stayed within 45 days after its filing or institution, or an order for relief is entered in the proceeding; a trustee (including an interim trustee), receiver (including an interim receiver or receiver-manager), monitor, agent, custodian, sequestrator, administrator, liquidator or like official is appointed to take possession of any substantial Property of or to operate any of the business of any Loan Party or any of its Subsidiaries; or any Loan Party or any of its Subsidiaries makes a proposal or offer (or files a notice of intention to make a proposal or offer) of settlement, extension, arrangements or composition to its unsecured creditors generally; or

(k) The Borrowers or any ERISA Affiliate incurs any liability to the PBGC or a Guaranteed Pension Plan pursuant to Title IV of ERISA in an aggregate amount exceeding the Dollar Equivalent of $100,000, or the Borrowers or any ERISA Affiliate is assessed withdrawal liability pursuant to Title IV of ERISA by a Multiemployer Plan requiring aggregate annual payments exceeding the Dollar Equivalent of $100,000, the receipt by the Borrowers or any ERISA Affiliate of notice from any Multiemployer Plan that it is in critical or endangered status, pursuant to Section 432 of the Code and Section 305 of ERISA, or any of the following occurs with respect to a Guaranteed Pension Plan: (i) an ERISA Reportable Event, or a failure to satisfy the minimum funding standards under the Pension Funding Rules, provided that the Administrative Agent determines in its reasonable discretion that such event (A) could be expected to result in a liability of the Borrowers or any of their Subsidiaries to the PBGC or such Guaranteed Pension Plan in an aggregate amount exceeding the Dollar Equivalent of $500,000 and (B) could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC, for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan or for the imposition of a Lien in favor of such Guaranteed Pension Plan; or (ii) the appointment by a United States District Court of a trustee to administer such Guaranteed Pension Plan; or (iii) the institution by the PBGC of proceedings to terminate such Guaranteed Pension Plan; or (iv) any event or condition shall occur or exist with respect to a Canadian Plan that could, in the Administrative Agent’s good faith judgment, subject any Canadian Loan Party or any of its Subsidiaries to any tax, penalty or other liabilities under the Supplemental Pension Plans Act (Québec) or the Pension Benefits Act (Ontario) or any other Applicable Pension Legislation and which could reasonably be expected to give rise to a Material Adverse Effect, or if any Canadian Loan Party or any of its Subsidiaries is in default with respect to required payments to a Canadian Plan or any Lien arises (save for contribution amounts not yet due) in connection with any Canadian Plan; or

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Illegal Exportation of War Materials Act) that could lead to forfeiture of any assets of such Person included in the US Borrowing Capacity, the Canadian Borrowing Capacity or the Term Loan Borrowing Capacity or any assets of such Person not included in the US Borrowing Capacity, the Canadian Borrowing Capacity or the Term Loan Borrowing Capacity but having a fair market value in excess of the Dollar Equivalent of $1,000,000; or

(m) (i) any breach or default of a Loan Party or any of its Subsidiaries occurs under any of the Term Loan Documents (or any documents relating to renewals, refinancings and extensions of the Debt incurred thereunder) or (ii) any such Debt shall become or be declared to be due and payable, or be required to be prepaid or repurchased (other than by a regularly scheduled or required prepayment), prior to the stated maturity thereof; provided that such breach or default shall be deemed continuing hereunder until the Required Lenders have expressly waived such breach or default in writing, notwithstanding the fact that such breach or default may have been waived under the terms of the Term Loan Documents; or

(n) (i) the earlier of (A) receipt by a Loan Party or any of its Subsidiaries of notice from any applicable party under any of the Quebec Subordinated Debt Documents, the Rolex Documents, the Montrovest Debt Documents, the Damiani Debt Documents or the Additional Subordinated Debt Documents of the occurrence and continuance of a payment default or the occurrence of a payment default under any of such agreements which has continued for fifteen (15) days or (B) any other material breach or default of a Loan Party or any of its Subsidiaries occurs under any of the Quebec Subordinated Debt Documents, the Rolex Documents, the Montrovest Debt Documents, the Damiani Debt Documents or the Additional Subordinated Debt Documents (or any documents relating to renewals, refinancings and extensions of the Debt incurred thereunder) or (ii) any such Debt shall become or be declared to be due and payable, or be required to be prepaid or repurchased (other than by a regularly scheduled or required prepayment), prior to the stated maturity thereof; or

(o) Subject to Section 11.1(n) , (i) any breach or default of a Loan Party or any of its Subsidiaries occurs under any document, instrument or agreement to which it is a party or by which it or any of its Properties is bound, relating to any Debt (other than the Obligations) in excess of the Dollar Equivalent of $1,000,000, if the maturity of or any payment with respect to such Debt may be accelerated or demanded due to such breach or default or (ii) any such Debt shall become or be declared to be due and payable, or be required to be prepaid or repurchased (other than by a regularly scheduled or required prepayment), prior to the stated maturity thereof; or

(p) There shall occur any material damage to, or loss, theft or destruction of, any Collateral, whether or not insured, or any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, which in any such case causes, for more than 5 consecutive days, the cessation or substantial curtailment of revenue producing activities at more than 5 retail locations not covered by business interruption insurance; or

(q) (i) Any Security Document shall for any reason fail or cease to create valid, perfected and enforceable Liens on any Collateral purported to be covered thereby or, except as permitted by the Loan Documents, such Liens shall fail or cease to be a perfected with the priorities contemplated by the Intercreditor Agreement, the Quebec Subordination Agreements, the Rolex Subordination Agreements, the other Subordination Agreements and the other Security Documents, or any Loan Party shall so state in writing; or (ii) any breach or default by any Person (other than any Agent party thereto) occurs under any Subordination Agreement or the Intercreditor Agreement; or (iii) any Person (other than any Agent party thereto) shall repudiate, revoke or attempt to revoke any Subordination Agreement or the Intercreditor Agreement; or (iv) any of the terms of any Subordination Agreement or the Intercreditor Agreement shall be invalidated or cease to be in full force and effect; or

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(r) A Change of Control occurs.

11.2. Remedies upon Default . If an Event of Default described in Section 11.1(j) occurs with respect to any Loan Party, then to the extent permitted by Applicable Law, all Obligations shall become automatically due and payable and all Commitments shall terminate, without any action by any Agent or notice of any kind. In addition, or if any other Event of Default exists, each Agent may in its discretion (and shall upon written direction of the Required Lenders) do any one or more of the following from time to time:

(a) declare any Obligations immediately due and payable, whereupon they shall be due and payable without diligence, presentment, demand, protest or notice of any kind, all of which are hereby waived by the Loan Parties to the fullest extent permitted by law;

(b) terminate, reduce or condition any of the Commitments, or make any adjustment to the US Borrowing Capacity, the Canadian Borrowing Capacity, the Term Loan Borrowing Capacity or any component definition contained in any of the foregoing;

(c) require the Loan Parties to Cash Collateralize US LC Obligations, the Canadian LC Obligations, Bank Product Debt and other Obligations that are contingent or not yet due and payable, and, if the Loan Parties fail promptly to deposit such Cash Collateral, the Applicable Agent may (and shall upon the direction of the Required Lenders) advance the required Cash Collateral as US Revolver Loans or, as applicable, Canadian Revolver Loans (whether or not a US Revolver Overadvance or Canadian Revolver Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied);

(d) with respect to any Collateral consisting of Inventory, conduct one or more going out of business sales, in the Administrative Agent’s own right or by one or more agents, representatives, receivers and contractors. Such sale(s) may be conducted upon any premises owned, leased, or occupied by any Loan Party, and in conjunction with any such sale, (i) the Administrative Agent and any such agent, representative, receiver or contractor may augment the Inventory with other goods (all of which other goods shall remain the sole property of the Administrative Agent or such agent or contractor), (ii) any amounts realized from the sale of such goods which constitute augmentations to the Inventory (net of an allocable share of the costs and expenses incurred in their disposition) shall be the sole property of the Administrative Agent or such agent or contractor and no Loan Party nor any Person claiming under or in right of such Loan Party shall have any interest therein, (iii) each purchaser at any such sale shall hold the property sold absolutely, free from any claim or right on the part of any Loan Party, and, to the extent permitted by Applicable Law, each Loan Party hereby waives all rights of redemption, stay, valuation and appraisal which such Loan Party now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted; and

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Applicable Agent shall have the right to conduct such sales on any Loan Party’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. The Applicable Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and the Applicable Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may set off the amount of such price against the Obligations.

11.3. License . Each Agent is hereby granted an irrevocable, non-exclusive license or other right to use, license or sub-license (without payment of royalty or other compensation to any Person) any or all Intellectual Property of the Loan Parties, computer hardware and software, trade secrets, brochures, customer lists, promotional and advertising materials, labels, packaging materials and other Property, in advertising for sale, marketing, selling, collecting, completing manufacture of, or otherwise exercising any rights or remedies with respect to, any Collateral in each case after the occurrence, and during the continuance, of an Event of Default.

11.4. Setoff . The Agents, the Lenders and their Affiliates and branches are each authorized by the Loan Parties at any time that an Event of Default has occurred and is continuing, without notice to the Loan Parties or any other Person, to set off and to appropriate and apply any deposits (general or special), funds, claims, obligations, liabilities or other Debt at any time held or owing by any Agent, any Lender or any such Affiliate or branch to or for the account of any Loan Party against any Obligations, whether or not demand for payment of such Obligation has been made, any Obligations have been declared due and payable, are then due, or are contingent or unmatured, or the Collateral or any guaranty or other security for the Obligations is adequate.

11.5. Remedies Cumulative; No Waiver .

11.5.1. Cumulative Rights . All covenants, conditions, provisions, warranties, guaranties, indemnities and other undertakings of the Loan Parties contained in the Loan Documents are cumulative and not in derogation or substitution of each other. In particular, the rights and remedies of the Agents and the Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive of any other rights or remedies that the Agents and the Lenders may have, whether under any agreement, by law, at equity or otherwise.

11.5.2. Waivers . The failure or delay of any party hereto to require strict performance by any other party thereto with any terms of the Loan Documents, or to exercise any rights or remedies with respect to Collateral or otherwise, shall not operate as a waiver thereof nor as establishment of a course of dealing. All rights and remedies shall continue in full force and effect until the Full Payment of the Obligations. No modification of any terms of any Loan Documents (including any waiver thereof) shall be effective, unless such modification is specifically provided in a writing directed to the Borrowers and executed by the Borrowers and the Applicable Agent(s) or the requisite Lenders, and such modification shall be applicable only to the matter specified. No waiver of any Default or Event of Default shall constitute a waiver of any other Default or Event of Default that may exist at such time, unless expressly stated. If any Agent or any Lender accepts performance by any Loan Party under any Loan Documents in a manner other than that specified therein, or during any Default or Event of Default, or if any Agent or any Lender shall delay or exercise any right or remedy under any Loan Documents, such acceptance, delay or exercise shall not operate to waive any Default or Event of Default nor to preclude exercise of any other right or remedy.

11.6. Judgment Currency . If, for the purpose of obtaining judgment in any court or obtaining an order enforcing a judgment, it becomes necessary to convert any amount due under this Agreement in Dollars or in any other currency (hereinafter in this Section 11.6 called the “ first currency ”) into any other

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currency (hereinafter in this Section 11.6 called the “ second currency ”), then the conversion shall be made at the Applicable Agent’s spot rate of exchange for buying the first currency with the second currency prevailing at the Applicable Agent’s close of business on the Business Day next preceding the day on which the judgment is given or (as the case may be) the order is made. Any payment made to any Agent or any Lender pursuant to this Agreement in the second currency shall constitute a discharge of the obligations of the Borrowers to pay to the Agents and the Lenders any amount originally due to the Agents and the Lenders in the first currency under this Agreement only to the extent of the amount of the first currency which each Agent and each of the Lenders is able, on the date of the receipt by it of such payment in any second currency, to purchase, in accordance with such Agent’s and such Lender’s normal banking procedures, with the amount of such second currency so received. If the amount of the first currency falls short of the amount originally due to the Agents and the Lenders in the first currency under this Agreement, each of the Borrowers, with respect to itself and its Subsidiaries, agrees that it will indemnify each Agent and each of the Lenders against and save each Agent and each of the Lenders harmless from any shortfall so arising. This indemnity shall constitute an obligation of each such Borrower separate and independent from the other obligations contained in this Agreement, shall give rise to a separate and independent cause of action and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum or sums in respect of amounts due to any Agent or any Lender under this Agreement or under any such judgment or order. Any such shortfall shall be deemed to constitute a loss suffered by each Agent and each such Lender, as the case may be, and the Borrowers shall not be entitled to require any proof or evidence of any actual loss. The covenant contained in this Section 11.6 shall survive the Full Payment of the Obligations.

SECTION 12. THE ADMINISTRATIVE AGENT, THE CANADIAN AGENT AND THE CO-COLLATERAL AGENTS

12.1. Appointment, Authority and Duties of the Administrative Agent, the Canadian Agent and the Co-Collateral Agents

12.1.1. Appointment and Authority of the Administrative Agent, the Canadian Agent and the Co-Collateral Agents .

(a) Each Lender appoints and designates Bank of America as the Administrative Agent hereunder. The Administrative Agent may, and each Lender authorizes the Administrative Agent to, enter into all Loan Documents (including, without limitation, the Intercreditor Agreement) to which the Administrative Agent is intended to be a party and accept all Security Documents, for the Administrative Agent’s benefit and the benefit of the Secured Parties. Each Lender agrees that any action taken by the Administrative Agent or the Required Lenders, in accordance with the provisions of the Loan Documents, and the exercise by the Administrative Agent or the Required Lenders of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized and binding upon all Lenders. Without limiting the generality of the foregoing, the Administrative Agent shall have the sole and exclusive authority (subject to the authority of the Canadian Agent set forth in clause (b) below) to (a) act as the disbursing and collecting agent for the Lenders with respect to all payments and collections arising in connection with the Loan Documents; (b) execute and deliver as the Administrative Agent each Loan Document to which it is intended to be a party, including any intercreditor or subordination agreement, and accept delivery of each Loan Document from any Loan Party or other Person; (c) act as collateral agent for the Secured Parties for purposes of perfecting and administering Liens under the Loan Documents and all other matters concerning Collateral of the US Loan Parties and the Non-Canadian Loan Parties and Collateral of the Canadian Loan Parties situated in the United States, and for all other purposes stated therein; and (d) exercise all rights and remedies given to the Administrative Agent with respect to any Collateral under the Loan Documents, Applicable Law or otherwise. The duties of the Administrative Agent shall be ministerial and administrative in nature, and

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the Administrative Agent shall not have a fiduciary relationship with any Lender, Secured Party, Participant or other Person, by reason of any Loan Document or any transaction relating thereto. The Administrative Agent alone shall be authorized to determine whether any Account or Inventory constitutes Eligible Inventory, Eligible Major Credit Card Receivables or Eligible Private Label and Corporate Accounts, as the case may be, or whether to impose or release any reserve, which determinations and judgments, if exercised in good faith, shall exonerate the Administrative Agent from liability to any Lender or other Person for any error in judgment.

(b) Each Lender appoints and designates Bank of America-Canada Branch as the Canadian Agent hereunder. The Canadian Agent may, and each Lender authorizes the Canadian Agent to, enter into all Loan Documents (including, without limitation, the Intercreditor Agreement) to which the Canadian Agent is intended to be a party and accept all Security Documents, for the Canadian Agent’s benefit and the benefit of the Secured Parties. Each Lender agrees that any action taken by the Canadian Agent or the Required Lenders, in accordance with the provisions of the Loan Documents, and the exercise by the Canadian Agent or the Required Lenders of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized and binding upon all Lenders. Without limiting the generality of the foregoing, the Canadian Agent shall have the sole and exclusive authority (subject to the authority of the Administrative Agent set forth in clause (a) above) to (a) act as the disbursing and collecting agent for the Lenders with respect to all payments and collections arising in connection with the Loan Documents concerning the Canadian Loan Parties; (b) execute and deliver as the Canadian Agent each Loan Document to which it is intended to be a party, including any intercreditor or subordination agreement, and accept delivery of each Loan Document from any Loan Party or other Person; (c) act as collateral agent for the Secured Parties for purposes of perfecting and administering Liens under the Loan Documents and all other matters concerning Collateral of the Canadian Loan Parties and Collateral of the other Loan Parties situated in Canada, and for all other purposes stated therein; and (d) exercise all rights and remedies given to the Canadian Agent with respect to any Collateral under the Loan Documents, Applicable Law or otherwise. The duties of the Canadian Agent shall be ministerial and administrative in nature, and the Canadian Agent shall not have a fiduciary relationship with any Lender, Secured Party, Participant or other Person, by reason of any Loan Document or any transaction relating thereto.

(c) For the purposes of creating a solidarité active in accordance with Article 1541 of the Civil Code of Québec between each Secured Party, taken individually, on the one hand, and the Canadian Agent, on the other hand, each Loan Party and each such Secured Party acknowledges and agrees with the Canadian Agent that such Secured Party and the Canadian Agent are hereby conferred the legal status of solidary creditors of each such Loan Party in respect of all Obligations owed by each such Loan Party to the Canadian Agent and such Secured Party hereunder and under the other Loan Documents (collectively, the “ Solidary Claim ”) and that, accordingly, but subject (for the avoidance of doubt) to Article 1542 of the Civil Code of Québec, each such Loan Party is irrevocably bound towards the Canadian Agent and each Secured Party in respect of the entire Solidary Claim of the Canadian Agent and such Secured Party. As a result of the foregoing, the parties hereto acknowledge that the Canadian Agent and each Secured Party shall at all times have a valid and effective right of action for the entire Solidary Claim of the Canadian Agent and such Secured Party and the right to give full acquittance for it. Accordingly, and without limiting the generality of the foregoing, the Canadian Agent, as solidary creditor with each Secured Party, shall at all times have a valid and effective right of action in respect of the Solidary Claim and the right to give a full acquittance for same. By its execution of the Loan Documents to which it is a party, each such Loan Party not a party hereto shall also be deemed to have accepted the stipulations hereinabove provided. The parties further agree and acknowledge that such Liens (hypothecs) under the Security Documents and the other Loan Documents shall be granted to the Canadian Agent, for its own benefit and for the benefit of the Secured Parties, as solidary creditor as hereinabove set forth.

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(d) Each Lender appoints and designates each of Bank of America, N.A. and Wells Fargo Bank, National Association as a Co-Collateral Agent hereunder. The rights of the Co-Collateral Agents are set forth in the Co-Collateral Agent Rights Agreement.

(e) The relationship between each Agent and each of the Secured Parties is that of an independent contractor. The use of the terms “ Administrative Agent ” or “ Canadian Agent ” is for convenience only and is used to describe, as a form of convention, the independent contractual relationship between the Administrative Agent or the Canadian Agent, as applicable and each of the Secured Parties. Nothing contained in this Agreement or the other Loan Documents shall be construed to create an agency, trust or other fiduciary relationship between the Administrative Agent or the Canadian Agent, as applicable, and any of the Secured Parties.

(f) As an independent contractor empowered by the Secured Parties to exercise certain rights and perform certain duties and responsibilities hereunder and under the other Loan Documents, the Applicable Agent is nevertheless a “ representative ” of the Secured Parties, as that term is defined in Article 1 of the Uniform Commercial Code, for purposes of actions for the benefit of the Lenders and the Agents with respect to all collateral security and guaranties contemplated by the Loan Documents. Such actions include the designation of the Applicable Agent as “ secured party ”, “ mortgagee ” or the like on all financing statements and other documents and instruments, whether recorded, filed, registered or otherwise, relating to the attachment, perfection, enforceability, priority or enforcement of any security interests, mortgages, hypothecs or deeds of trust in collateral security intended to secure the payment or performance of any of the Obligations, all for the benefit of the Secured Parties and the Agents.

12.1.2. Duties . No Agent shall have any duties except those expressly set forth in the Loan Documents, nor be required to initiate or conduct any Enforcement Action except to the extent directed to do so by the Required Lenders while an Event of Default exists. The conferral upon any Agent of any right shall not imply a duty on such Agent’s part to exercise such right, unless instructed to do so by the Required Lenders in accordance with this Agreement.

12.1.3. Agent Professionals . Each Agent may perform its duties through agents and employees. Each Agent may consult with and employ Agent Professionals, and shall be entitled to act upon, and shall be fully protected in any action taken in good faith reliance upon, any advice given by an Agent Professional. No Agent shall be responsible for the negligence or misconduct of any agents, employees or Agent Professionals selected by it with reasonable care.

12.1.4. Instructions of the Required Lenders . The rights and remedies conferred upon each Agent under the Loan Documents may be exercised without the necessity of joinder of any other party, unless required by Applicable Law. Any Agent may request instructions from the Required Lenders with respect to any act (including the failure to act) in connection with any Loan Documents, and may seek assurances to its satisfaction from the Lenders of their indemnification obligations under Section 12.6 against all Claims that could be incurred by such Agent in connection with any act. Each Agent shall be entitled to refrain from any act until it has received such instructions or assurances, and such Agent shall not incur liability to any Person by reason of so refraining. Instructions of the Required Lenders shall be binding upon all Lenders, and no Lender shall have any right of action whatsoever against any Agent as a result of such Agent acting or refraining from acting in accordance with the instructions of the Required Lenders. Notwithstanding the foregoing, instructions by and consent of all Lenders shall be required in the circumstances described in Section 14.1.1 , and in no event shall, and in no event shall the Required Lenders, without the prior written consent of each Lender, direct any Agent to accelerate and demand payment of Loans held by one Lender without accelerating and demanding payment of all other Loans, nor to terminate any Commitments of one Lender without terminating such

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Commitment of all Lenders. In no event shall the Agent be required to take any action that, in its opinion, is contrary to Applicable Law or any Loan Documents or could subject any Agent Indemnitee to personal liability.

12.2. Agreements Regarding Collateral and Field Examination Reports .

12.2.1. Lien Releases; Care of Collateral . The Lenders authorize each Agent to release any Lien with respect to any Collateral (a) upon Full Payment of the Obligations, (b) that is the subject of a disposition which the Borrower Agent certifies in writing to the Administrative Agent is permitted under this Agreement (including under Section 10.2.13 ) or a Lien which the Borrowers certify is a Permitted Lien entitled to priority over the Applicable Agent’s Liens (and the Applicable Agent may rely conclusively on any such certificate without further inquiry), (c) that is non-material and not of the type included in the US Borrowing Capacity or the Canadian Borrowing Capacity, or (d) with the written consent of all Lenders. No Agent shall have any obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by a Loan Party, or is cared for, protected, insured or encumbered, nor to assure that the Applicable Agent’s Liens have been properly created, perfected or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral.

12.2.2. Possession of Collateral . The Agents and the Lenders appoint each other Agent and each other Lender as agent for the purpose of perfecting Liens (for the benefit of the Secured Parties) in any Collateral that, under the UCC, PPSA or other Applicable Law, can be perfected by possession. If any Lender obtains possession of any such Collateral, it shall notify the Administrative Agent thereof and, promptly upon the Administrative Agent’s request, deliver such Collateral to the Applicable Agent or otherwise deal with such Collateral in accordance with the Applicable Agent’s instructions or as required by the Intercreditor Agreement.

12.2.3. Reports . The Administrative Agent shall promptly, upon receipt thereof, forward to each Lender copies of the results of any field audit or other examination or any appraisal prepared by or on behalf of any Agent with respect to any Loan Party or Collateral (“ Report ”). Each Lender agrees (a) that neither Bank of America nor any Agent makes any representation or warranty as to the accuracy or completeness of any Report, and shall not be liable for any information contained in or omitted from any Report; (b) that the Reports are not intended to be comprehensive audits or examinations, and that any Agent or any other Person performing any audit or examination will inspect only specific information regarding Obligations or the Collateral and will rely significantly upon the Loan Parties’ books and records as well as upon representations of the Loan Parties’ officers and employees; and (c) to keep all Reports confidential and strictly for such Lender’s internal use, and not to distribute any Report (or the contents thereof) to any Person (except to such Lender’s Participants, attorneys and accountants) or use any Report in any manner other than administration of the Loans and other Obligations. Each Lender agrees to indemnify and hold harmless each Agent and any other Person preparing a Report from any action such Lender may take as a result of or any conclusion it may draw from any Report, as well as any Claims arising in connection with any third parties that obtain all or any part of a Report through such Lender, provided that no Lender shall have any obligation to indemnify and hold harmless such other Person preparing a Report for any claims arising that are determined in a final, non-appealable judgment by a court of competent jurisdiction to result from the gross negligence or willful misconduct of such other Person preparing such Report.

12.3. Reliance by the Agents . Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any certification, notice or other communication (including those by telephone, telex, telegram, telecopy, electronic transmission or e-mail) believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, and upon the advice and statements of the Agent Professionals.

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12.4. Action Upon Default . No Agent shall be deemed to have knowledge of any Default or Event of Default unless it has received written notice from a Lender or the Borrower specifying the occurrence and nature thereof. If any Lender acquires knowledge of a Default or Event of Default, it shall promptly notify the Agents and the other Lenders thereof in writing. Each Lender agrees that, except as otherwise provided in any Loan Documents or with the written consent of the Applicable Agent and the Required Lenders, it will not take any Enforcement Action, accelerate its Obligations, or exercise any right that it might otherwise have under Applicable Law to credit bid at foreclosure sales, UCC sales or other similar dispositions of Collateral. Notwithstanding the foregoing, however, a Lender may take action to preserve or enforce its rights against a Loan Party where a deadline or limitation period is applicable that would, absent such action, bar enforcement of Obligations held by such Lender, including the filing of proofs of claim in an Insolvency Proceeding.

12.5. Ratable Sharing . If any Lender shall obtain any payment or reduction of any Obligation, whether through set-off or otherwise, in excess of its share of such Obligation, determined on a Pro Rata basis or in accordance with Section 5.5 , as applicable, such Lender shall forthwith purchase from the Applicable Agent, the Issuing Banks and the other applicable Lenders such participations in the affected Obligation as are necessary to cause the purchasing Lender to share the excess payment or reduction on a Pro Rata basis or in accordance with Section 5.5 , as applicable. If any of such payment or reduction is thereafter recovered from the purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

12.6. Indemnification of the Agent Indemnitees .

12.6.1. INDEMNIFICATION . EACH LENDER SHALL INDEMNIFY AND HOLD HARMLESS AGENT INDEMNITEES, TO THE EXTENT NOT REIMBURSED BY THE LOAN PARTIES (BUT WITHOUT LIMITING THE INDEMNIFICATION OBLIGATIONS OF LOAN PARTIES UNDER ANY LOAN DOCUMENTS), ON A PRO RATA BASIS, AGAINST ALL CLAIMS THAT MAY BE INCURRED BY OR ASSERTED AGAINST ANY AGENT INDEMNITEE; PROVIDED THAT NO LENDER SHALL HAVE ANY OBLIGATION TO INDEMNIFY OR HOLD HARMLESS THE AGENT INDEMNITEES FOR ANY CLAIM THAT IS DETERMINED IN A FINAL, NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO RESULT FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY AGENT INDEMNITEE. If any Agent is sued by any receiver, trustee in bankruptcy, debtor-in-possession or other Person for any alleged preference from a Loan Party or fraudulent transfer, then any monies paid by such Agent in settlement or satisfaction of such proceeding, together with all interest, costs and expenses (including attorneys’ fees) incurred in the defense of same, shall be promptly reimbursed to such Agent by the Lenders to the extent of each Lender’s Pro Rata share.

12.6.2. Proceedings . Without limiting the generality of the foregoing, if at any time (whether prior to or after the Commitment Termination Date) any proceeding is brought against any Agent Indemnitees by a Loan Party, or any Person claiming through a Loan Party, to recover damages for any act taken or omitted by any Agent in connection with any Obligations, Collateral, Loan Documents or matters relating thereto, or otherwise to obtain any other relief of any kind on account of any transaction relating to any Loan Documents, each Lender agrees to indemnify and hold harmless the Agent Indemnitees with respect thereto and to pay to the Agent Indemnitees such Lender’s Pro Rata share of any amount that any Agent Indemnitee is required to pay under any judgment or other order entered in such proceeding or by reason of any settlement, including all interest, costs and expenses (including attorneys’ fees) incurred in defending same; provided that no Lender shall be liable for payment of any such amount to the extent that it is determined in a final, non-appealable judgment by a court of competent jurisdiction that such judgment, order or settlement resulted from any Agent Indemnitees’ gross negligence or willful misconduct. In the Applicable Agent’s discretion, such Agent may reserve for any such proceeding, and

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may satisfy any judgment, order or settlement, from proceeds of Collateral prior to making any distributions of Collateral proceeds to the Lenders; provided that it has not been determined in a final, non-appealable judgment by a court of competent jurisdiction that such judgment, order or settlement resulted from any Agent Indemnitees’ gross negligence or willful misconduct.

12.7. Limitation on Responsibilities of the Administrative Agent and the Canadian Agent . No Agent shall be liable to the Lenders for any action taken or omitted to be taken under the Loan Documents, except for losses directly and solely caused by such Agent’s gross negligence or willful misconduct. No Agent assumes any responsibility for any failure or delay in performance or any breach by any Loan Party or Lender of any obligations under the Loan Documents. No Agent makes to the Lenders any express or implied warranty, representation or guarantee with respect to any Obligations, Collateral, Loan Documents or Loan Party. No Agent Indemnitee shall be responsible to the Lenders for any recitals, statements, information, representations or warranties contained in any Loan Documents; the execution, validity, genuineness, effectiveness or enforceability of any Loan Documents; the genuineness, enforceability, collectibility, value, sufficiency, location or existence of any Collateral, or the validity, extent, perfection or priority of any Lien therein; the validity, enforceability or collectibility of any Obligations; or the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any Loan Party or Account Debtor. No Agent Indemnitee shall have any obligation to any Lender to ascertain or inquire into the existence of any Default or Event of Default, the observance or performance by any Loan Party of any terms of the Loan Documents, or the satisfaction of any conditions precedent contained in any Loan Documents.

12.8. Successor Agents .

12.8.1. Resignation; Successor Agent . Subject to the appointment and acceptance of a successor Administrative Agent or Canadian Agent as provided below, any Agent may resign at any time by giving at least 30 days written notice thereof to the Lenders and the Borrowers. Upon receipt of such notice from the Administrative Agent or the Canadian Agent, the Required Lenders shall have the right to appoint a successor Administrative Agent or Canadian Agent, as applicable, which shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank with an office in the United States or Canada, as applicable, that, unless a Default or Event of Default exists, is reasonably acceptable to the Borrower Agent. If no successor Administrative Agent or Canadian Agent is appointed prior to the effective date of the resignation of the Administrative Agent or Canadian Agent, then the Administrative Agent or the Canadian Agent, as the case may be, may appoint a successor agent from among the Lenders. Upon acceptance by a successor Administrative Agent or Canadian Agent, as the case may be, of an appointment to serve as such Agent hereunder, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Administrative Agent or Canadian Agent, as applicable, without further act, and the retiring Administrative Agent or Canadian Agent, as applicable, shall be discharged from its duties and obligations hereunder but shall continue to have the benefits of the indemnification set forth in Sections 12.6 and 14.2 . Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it in such capacity. Any successor by merger or acquisition of the stock or assets of Bank of America or Bank of America-Canada Branch shall continue to be the Administrative Agent and the Canadian Agent hereunder (respectively) without further act on the part of the parties hereto, unless such successor resigns as provided above.

12.8.2. Separate Agent . It is the intent of the parties that there shall be no violation of any Applicable Law denying or restricting the right of financial institutions to transact business in any jurisdiction. If any Agent believes that it may be limited in the exercise of any rights or remedies under the Loan Documents due to any Applicable Law, such Agent may appoint an additional Person who is not so limited, as a separate collateral agent or co-collateral agent. If any Agent so appoints a collateral agent

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or co-collateral agent, each right and remedy intended to be available to such Agent under the Loan Documents shall also be vested in such separate agent. Every covenant and obligation necessary to the exercise thereof by such agent shall run to and be enforceable by it as well as such Agent. The Lenders shall execute and deliver such documents as each Agent deems appropriate to vest any rights or remedies in such agent. If any collateral agent or co-collateral agent shall die or dissolve, become incapable of acting, resign or be removed, then all the rights and remedies of such agent, to the extent permitted by Applicable Law, shall vest in and be exercised by the Applicable Agent until appointment of a new agent.

12.9. Due Diligence and Non-Reliance . Each Lender acknowledges and agrees that it has, independently and without reliance upon any Agent or any other Lenders, and based upon such documents, information and analyses as it has deemed appropriate, made its own credit analysis of each Loan Party and its own decision to enter into this Agreement and to fund Loans and participate in US LC Obligations and/or Canadian LC Obligations hereunder. Each Lender has made such inquiries concerning the Loan Documents, the Collateral and each Loan Party as such Lender feels necessary. Each Lender further acknowledges and agrees that the other Lenders and the Agents have made no representations or warranties concerning any Loan Party, any Collateral or the legality, validity, sufficiency or enforceability of any Loan Documents or Obligations. Each Lender will, independently and without reliance upon the other Lenders or the Agents, and based upon such financial statements, documents and information as it deems appropriate at the time, continue to make and rely upon its own credit decisions in making Loans and participating in US LC Obligations and/or Canadian LC Obligations, and in taking or refraining from any action under any Loan Documents. Except for notices, reports and other information expressly requested by a Lender, no Agent shall have any duty or responsibility to provide any Lender with any notices, reports or certificates furnished to any Agent by any Loan Party or any credit or other information concerning the affairs, financial condition, business or Properties of any Loan Party (or any of its Affiliates) which may come into possession of the Applicable Agent or any of such Agent’s Affiliates or branches.

12.10. Replacement of Certain Lenders . In the event that any Lender (a) is a Defaulting Lender or (b) fails to give its consent to any amendment, waiver or action for which consent of all Lenders was required and the Required Lenders consented, then, in addition to any other rights and remedies that any Person may have, the Administrative Agent may, by notice to such Lender within 120 days after such event, require such Lender to assign all of its rights and obligations under the Loan Documents to Eligible Assignee(s) specified by the Administrative Agent, pursuant to appropriate Assignment and Assumption Agreement(s) and within 20 days after the Administrative Agent’s notice. The Administrative Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Assumption Agreement if the Lender fails to execute same. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents, including all principal, interest and fees through the date of assignment (but excluding any prepayment charge).

12.11. Remittance of Payments and Collections .

12.11.1. Remittances Generally . All payments by any Lender to the Applicable Agent shall be made by the time and on the day set forth in this Agreement, in immediately available funds. If no time for payment is specified or if payment is due on demand by the Applicable Agent and request for payment is made by the Applicable Agent by 11:00 a.m. on a Business Day, payment shall be made by the Lender not later than 2:00 p.m. on such day, and if request is made after 11:00 a.m., then payment shall be made by 11:00 a.m. on the next Business Day. Payment by the Applicable Agent to any Lender shall be made by wire transfer, in the type of funds received by the Applicable Agent. Any such payment shall be subject to the Applicable Agent’s right of offset for any amounts due from such Lender under the Loan Documents.

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12.11.2. Failure to Pay . If any Lender fails to pay any amount when due by it to the Applicable Agent pursuant to the terms hereof, such amount shall bear interest from the due date until paid at the rate determined by the Applicable Agent as customary in the banking industry for interbank compensation. In no event shall the Borrowers be entitled to receive credit for any interest paid by a Lender to the Applicable Agent.

12.11.3. Recovery of Payments . If the Applicable Agent pays any amount to a Lender in the expectation that a related payment will be received by the Applicable Agent from a Loan Party and such related payment is not received, then the Applicable Agent may recover such amount from each Lender that received it. If the Applicable Agent determines at any time that an amount received under any Loan Document must be returned to a Loan Party or paid to any other Person pursuant to Applicable Law or otherwise, then, notwithstanding any other term of any Loan Document, the Applicable Agent shall not be required to distribute such amount to any Lender. If any amounts received and applied by the Applicable Agent to any Obligations are later required to be returned by the Applicable Agent pursuant to the Applicable Law, the Lenders shall pay to the Applicable Agent, on demand, such Lender’s Pro Rata share of the amounts required to be returned.

12.12. The Agents in their Individual Capacity . As a Lender, each of Bank of America and Bank of America-Canada Branch shall have the same rights and remedies under the other Loan Documents as any other Lender, and the terms “Lenders,” “Required Lenders,” “Required US Lenders,” and “Required Canadian Lenders,” or any similar term shall include each of Bank of America and Bank of America-Canada Branch, respectively, in its capacity as a Lender. Each of Bank of America, Bank of America-Canada Branch and their respective Affiliates and branches may accept deposits from, maintain deposits or credit balances for, invest in, lend money to, provide Bank Products to, act as trustee under indentures of, serve as financial or other advisor to, and generally engage in any kind of business with, the Loan Parties and their Affiliates, as if Bank of America and Bank of America-Canada Branch were any other bank, without any duty to account therefor (including any fees or other consideration received in connection therewith) to the other Lenders. In its individual capacity, each of Bank of America, Bank of America-Canada Branch and its Affiliates and branches may receive information regarding the Loan Parties, their Affiliates and their Account Debtors (including information subject to confidentiality obligations), and each Lender agrees that each of Bank of America, Bank of America-Canada Branch and its Affiliates and branches shall be under no obligation to provide such information to the Lenders, if acquired in such individual capacity and not as an Agent hereunder.

12.13. Agent Titles . Each Lender (if any), other than Bank of America and Bank of America-Canada Branch, that is designated (on the cover page of this Agreement or otherwise) by Bank of America as an “Agent” or “Arranger” of any type shall not have any right, power, responsibility or duty under any Loan Documents other than those applicable to all Lenders (or, with respect to the Co-Collateral Agents, the rights set forth in the Co-Collateral Agent Rights Agreement), and shall in no event be deemed to have any fiduciary relationship with any other Lender.

12.14. No Third Party Beneficiaries . This Section 12 is an agreement solely among Lenders and the Agents, and does not confer any rights or benefits upon the Loan Parties or any other Person. As between the Loan Parties and the Agents, any action that any Agent may take under any Loan Documents shall be conclusively presumed to have been authorized and directed by the Lenders as herein provided.

12.15. Loan Documents; Intercreditor Agreement . Each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto. Without limiting the generality of the

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foregoing, the Lenders hereby irrevocably authorize the Agents (or any of them) to enter into the Intercreditor Agreement and agree to be bound by the provisions thereof.

SECTION 13. BENEFIT OF AGREEMENT; ASSIGNMENTS AND PARTICIPATIONS

13.1. Successors and Assigns Generally . The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (a) to an Eligible Assignee in accordance with the provisions of Section 13.2 , (b) by way of participation in accordance with the provisions of Sections 13.5 and 13.6 , or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 13.7 (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Sections 13.5 and 13.6 and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Canadian Agent, the Issuing Banks and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

13.2. Assignments by Lenders . Subject to Section 13.3 , any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this Section 13.2 participations in US LC Obligations, Canadian LC Obligations and in Swingline Loans) at the time owing to it); provided that

(a) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitments and Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitments (which for this purpose includes Loans outstanding thereunder) or, if the Commitments are not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date set forth in the Assignment and Assumption Agreement with respect to such assignment is delivered to the Agents or, if “Trade Date” is specified in the Assignment and Assumption Agreement, as of the Trade Date, shall not be less than the Dollar Equivalent of $10,000,000 unless each of the Agents and, so long as no Event of Default has occurred and is continuing, the Borrower Agent otherwise consents (each such consent not to be unreasonably withheld or delayed); provided , however , that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met;

(b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitments assigned (it being understood that non-pro rata assignments of or among any of the Commitments, the Loans, the US LC Obligations or the Canadian LC Obligations are not permitted), except that this clause (b) shall not apply to rights in respect of Swingline Loans;

(c) any assignment of a Commitment must be approved by the Agents and the Swingline Lender unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and

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(d) the parties to each assignment shall execute and deliver to the Agents an Assignment and Assumption Agreement, together with a processing and recordation fee in the amount of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Applicable Agent an administrative questionnaire in the Applicable Agent’s customary form.

From and after the effective date specified in each Assignment and Assumption Agreement, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption Agreement, have the rights and obligations of a US Lender and Canadian Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption Agreement, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.4, 3.6, 3.7, 3.9, 5.8, 5.9 and 14.2 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the applicable Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Sections 13.5 and 13.6 .

13.3. Proportionate Assignments; Proportionate Holdings . Notwithstanding anything to the contrary contained herein, including without limitation, Sections 2.5, 3.11 and 12.10 , at all times, each Lender shall (either directly or indirectly through an Affiliate or branch) hold a portion (in proportionate amounts) of each of the US Revolver Commitments (or the US Revolver Loans if such Commitments have been terminated) and the Canadian Revolver Commitments (or the Canadian Revolver Loans if such Commitments have been terminated).

13.4. Register . The Administrative Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain at the Administrative Agent’s office a copy of each Assignment and Assumption Agreement delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Lenders’ Commitments of, and principal amounts of the Loans, US LC Obligations and Canadian LC Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “ Register ”). The entries in the Register shall be conclusive, and the Borrowers, the Agents and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by each of the Borrowers and the Issuing Banks at any reasonable time and from time to time upon reasonable prior notice. In addition, at any time that a request for a consent for a material or substantive change to the Loan Documents is pending, any Lender may request and receive from the Administrative Agent a copy of the Register.

13.5. Participations .

(a) Any Lender may at any time, without the consent of, or notice to, the Borrowers or any Agent, sell participations to any Person (other than a natural person or any Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of a Lender’s Commitment and/or the Loans (including such Lender’s participations in US LC Obligations, Canadian LC Obligations and/or Swing Line Loans) owing to it); provided that (i) each such participation shall be in an amount of not less than the Dollar Equivalent of $10,000,000, (ii) such Lender’s obligations under this Agreement shall remain unchanged, (iii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iv) the Borrowers, the Agents, the Lenders and the Issuing Banks

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shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.

(b) Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification that would reduce the principal of or the interest rate on any Loans, extend the term or increase the amount of the Commitment of such Lender as it relates to such Participant, reduce the amount of any Unused Fees or Letter of Credit Fees to which such Participant is entitled or extend any regularly scheduled payment date for principal or interest or release Collateral which would cause an Overadvance Loan that affects such Participation. Subject to Section 13.6 , the Loan Parties agree that each Participant shall be entitled to the benefits of Sections 3.6, 3.9, 5.8 and 5.9 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.2 . To the extent permitted by Applicable Law, each Participant also shall be entitled to the benefits of Section 11.4 as though it were a Lender, provided such Participant agrees to be subject to Section 12.5 as though it were a Lender.

13.6. Limitations upon Participant Rights . A Participant shall not be entitled to receive any greater payment under Section 3.6, 5.8 or 5.9 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrowers’ prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 5.9 unless the Borrowers are notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 5.9 as though it were a Lender.

13.7. Certain Pledges . Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Notes, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

13.8. Electronic Execution of Assignments . The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption Agreement shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

13.9. Tax Treatment . If any interest in a Loan Document is transferred to a Transferee that is organized under the laws of any jurisdiction other than the United States or any state or district thereof, the transferor Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, to comply with the provisions of Section 5.9 .

13.10. Representation of the Lenders . Each Lender represents and warrants to each Borrower, each Agent and other Lenders that none of the consideration used by it to fund its Loans or to participate in any other transactions under this Agreement constitutes for any purpose of ERISA or Section 4975 of the Code assets of any “plan” as defined in Section 3(3) of ERISA or Section 4975 of the Code and the interests of such Lender in and under the Loan Documents shall not constitute plan assets under ERISA.

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13.11. Assignment by the Loan Parties . The Loan Parties shall not assign or transfer any of their rights or obligations under any of the Loan Documents without the prior written consent of each of the Agents and each of the Lenders.

SECTION 14. MISCELLANEOUS

14.1. Consents, Amendments and Waivers .

14.1.1. Amendment . No modification of any Loan Document, including any extension or amendment of a Loan Document or any waiver of a Default or Event of Default, shall be effective without the prior written agreement of the Administrative Agent, with the consent of the Required Lenders, and each Loan Party party to such Loan Document; provided, however, that (subject to Section 4.2 ):

(a) without the prior written consent of (i) the Administrative Agent, no modification shall be effective with respect to any provision in a Loan Document that relates to any rights, duties or discretion of the Administrative Agent, (ii) the Canadian Agent, no modification shall be effective with respect to any provision in a Loan Document that relates to any rights, duties or discretion of the Canadian Agent, or (iii) each Co-Collateral Agent, no modification shall be effective with respect to any provision in a Loan Document that relates to any rights, duties or discretion of the Co-Collateral Agents;

(b) without the prior written consent of each affected Issuing Bank, no modification shall be effective with respect to any US LC Obligations, Canadian LC Obligations or Section 2.3 ;

(c) without the prior written consent of each affected Lender, no modification shall be effective that would (i) increase the Commitment of such Lender; (ii) reduce the amount of, or waive, postpone or delay payment of, any principal, interest, fees or other amounts payable to such Lender (it being understood that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or waive any obligation of the Borrowers to pay interest at the Default Rate); (iii) amend the definitions of US Borrowing Capacity, Canadian Borrowing Capacity or Term Loan Borrowing Capacity (and the defined terms used, directly or indirectly, in such definitions) or Pro Rata; or (iv) increase any advance rate (it being understood, however , that clauses (iii) and (iv) above shall not (x) limit the adjustment by the Agents of the Availability Reserve in the Agents’ administration of the Loans as otherwise permitted by this Agreement or (y) prevent the Agents, in their administration of the Loans, from restoring any component of the US Borrowing Capacity, Canadian Borrowing Capacity or Term Loan Borrowing Capacity which had been lowered by the Agents back to the value of such component, as stated in this Agreement or to an intermediate value);

(d) no modification shall be effective that would change (i) any provision of this Section 14.1 or the definition of “Required Lenders” without the written consent of each Lender, (ii) the definition of “Required US Lenders” without the written consent of each US Lender; or (iii) the definition of “Required Canadian Lenders” without the written consent of each Canadian Lender; and

(e) without the prior written consent of all Lenders, no modification shall be effective that would (i) extend the Termination Date; (ii) alter Section 5.5, Section 7 or Section 12.5 ; (iii) release all or substantially all of the Collateral (excluding, if any Loan Party or any Subsidiary of any Loan Party becomes a debtor under the federal Bankruptcy Code, the release of “cash collateral”, as defined in Section 363(a) of the federal Bankruptcy Code pursuant to a cash collateral stipulation with the debtor approved by the Required Lenders); or (iv) release all or substantially all of the value of the Guaranties.

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14.1.2. Limitations . The agreement of the Loan Parties shall not be necessary to the effectiveness of any modification of a Loan Document that deals solely with the rights and duties of the Lenders, the Agents, the Co-Collateral Agents and/or the Issuing Banks as among themselves. Only the consent of the parties to the applicable Fee Letter, the Co-Collateral Agent Rights Agreement or any agreement relating to a Bank Product shall be required for any modification of such agreement, and no Affiliate or branch of a Lender that is party to a Bank Product agreement shall have any other right to consent to or participate in any manner in modification of any other Loan Document. The making of any Loans or the issuance of Letters of Credit during the existence of a Default or Event of Default shall not be deemed to constitute a waiver of such Default or Event of Default, nor to establish a course of dealing. Any waiver or consent granted by the Lenders hereunder shall be effective only if in writing, and then only in the specific instance and for the specific purpose for which it is given.

14.1.3. Payment for Consents . No Loan Party will, directly or indirectly, pay any remuneration or other thing of value, whether by way of additional interest, fee or otherwise, to any Lender (in its capacity as a Lender hereunder) as consideration for agreement by such Lender with any modification of any Loan Documents, unless such remuneration or value is concurrently paid, on the same terms, on a Pro Rata basis to all Lenders providing their consent.

14.2. Indemnity . EACH LOAN PARTY SHALL INDEMNIFY AND HOLD HARMLESS THE INDEMNITEES AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, CLAIMS, DAMAGES, PENALTIES, JUDGMENTS, PROCEEDINGS, COSTS AND EXPENSES OF ANY KIND (INCLUDING REMEDIAL RESPONSE COSTS, REASONABLE ATTORNEYS’ FEES AND EXTRAORDINARY EXPENSES) AT ANY TIME (INCLUDING AFTER FULL PAYMENT OF THE OBLIGATIONS, RESIGNATION OR REPLACEMENT OF ANY AGENT, OR REPLACEMENT OF ANY LENDER) INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE IN ANY WAY RELATING TO (A) ANY LOAN DOCUMENTS OR TRANSACTIONS RELATING THERETO, (B) ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY ANY INDEMNITEE IN CONNECTION WITH ANY LOAN DOCUMENTS, (C) THE EXISTENCE OR PERFECTION OF ANY LIENS, OR REALIZATION UPON ANY COLLATERAL, (D) EXERCISE OF ANY RIGHTS OR REMEDIES UNDER ANY LOAN DOCUMENTS OR APPLICABLE LAW, (E) FAILURE BY ANY LOAN PARTY TO PERFORM OR OBSERVE ANY TERMS OF ANY LOAN DOCUMENT, IN EACH CASE INCLUDING ALL COSTS AND EXPENSES RELATING TO ANY INVESTIGATION, LITIGATION, ARBITRATION OR OTHER PROCEEDING (INCLUDING AN INSOLVENCY PROCEEDING OR APPELLATE PROCEEDINGS), WHETHER OR NOT THE APPLICABLE INDEMNITEE IS A PARTY THERETO, (F) ANY LOAN OR LETTER OF CREDIT OR THE USE OR PROPOSED USE OF THE PROCEEDS THEREFROM (INCLUDING ANY REFUSAL BY THE ISSUING BANK TO HONOR A DEMAND FOR PAYMENT UNDER A LETTER OF CREDIT IF THE DOCUMENTS PRESENTED IN CONNECTION WITH SUCH DEMAND DO NOT STRICTLY COMPLY WITH THE TERMS OF SUCH LETTER OF CREDIT), (G) ANY ACTUAL OR ALLEGED ENVIRONMENTAL RELEASE ON OR FROM ANY PROPERTY OWNED OR OPERATED BY ANY BORROWER OR ANY OF ITS SUBSIDIARIES, OR ANY LIABILITY IN CONNECTION WITH ANY ACTUAL OR ALLEGED VIOLATION OF ANY ENVIRONMENTAL LAW RELATED IN ANY WAY TO ANY LOAN PARTY OR ANY OF ITS SUBSIDIARIES, OR (H) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY, WHETHER BROUGHT BY A THIRD PARTY OR BY A BORROWER OR ANY OTHER LOAN PARTY (HEREINAFTER, “CLAIMS”) THAT MAY BE INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE, INCLUDING CLAIMS ARISING FROM THE NEGLIGENCE OF AN INDEMNITEE. In no event shall any party to a Loan Document have any obligation thereunder to

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indemnify or hold harmless an Indemnitee with respect to a Claim that is determined in a final, non-appealable judgment by a court of competent jurisdiction to result from the gross negligence or willful misconduct of such Indemnitee.

14.3. Notices and Communications .

14.3.1. Notice Address . Subject to Section 4.1.4 , all notices, requests and other communications by or to a party hereto shall be in writing and shall be given to any Loan Party, at the Borrower Agent’s mailing address identified on Schedule 14.3.1 , and to any Agent or Lender at its address identified on Schedule 14.3.1 (or, in the case of a Person who becomes a Lender after the Closing Date, at the address shown on its Assignment and Assumption Agreement), or at such other address as a party may hereafter specify by notice in accordance with this Section 14.3 . Each such notice, request or other communication shall be effective only (a) if given by facsimile transmission, when transmitted to the applicable facsimile number, if confirmation of receipt is received; (b) if given by mail, three Business Days after deposit in the mail, with first-class postage pre-paid, addressed to the applicable address; or (c) if given by personal delivery, when duly delivered to the notice address with receipt acknowledged. Notwithstanding the foregoing, no notice to any Agent pursuant to Section 2.2, 2.3, 3.1.2 or 4.1.1 shall be effective until actually received by the individual to whose attention at such Agent such notice is required to be sent. Any written notice, request or other communication that is not sent in conformity with the foregoing provisions shall nevertheless be effective on the date actually received by the noticed party. Any notice received by the Borrower Agent shall be deemed received by all Borrowers and Loan Parties.

14.3.2. Electronic Communications; Voice Mail . Electronic mail and internet websites may be used only for routine communications, such as financial statements, Borrowing Base Certificates and other information required by Section 10.1.2 , administrative matters, distribution of Loan Documents for execution, and matters permitted under Section 4.1.4 . The Agents and the Lenders make no assurances as to the privacy and security of electronic communications. Electronic and voice mail may not be used as effective notice under the Loan Documents.

14.3.3. Non-Conforming Communications . The Agents and the Lenders may rely upon any notices purportedly given by or on behalf of any Borrower even if such notices were not made in a manner specified herein, were incomplete or were not confirmed, or if the terms thereof, as understood by the recipient, varied from a later confirmation. Each Borrower shall indemnify and hold harmless each Indemnitee from any liabilities, losses, costs and expenses arising from any telephonic communication purportedly given by or on behalf of a Borrower.

14.4. Performance of the Borrowers’ Obligations . Any Agent may, in its discretion at any time and from time to time after the occurrence, and during the continuance, of an Event of Default, at the Borrowers’ expense, pay any amount or do any act required of a Borrower under any Loan Documents or otherwise lawfully requested by such Agent to (a) enforce any Loan Documents or collect any Obligations; (b) protect, insure, maintain or realize upon any Collateral; or (c) defend or maintain the validity or priority of such Agent’s Liens in any Collateral, including any payment of a judgment, insurance premium, warehouse charge, finishing or processing charge, or landlord claim, or any discharge of a Lien. All payments, costs and expenses (including Extraordinary Expenses) of each Agent under this Section 14.4 shall be reimbursed to such Agent by the Borrowers, on demand , with interest from the date incurred to the date of payment thereof at the Default Rate applicable to Base Rate Loans. Any payment made or action taken by any Agent under this Section 14.4 shall be without prejudice to any right to assert an Event of Default or to exercise any other rights or remedies under the Loan Documents.

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14.5. Credit Inquiries . Each Loan Party hereby authorizes the Agents and the Lenders (but they shall have no obligation) to respond to usual and customary credit inquiries from third parties concerning any Loan Party or any Subsidiary.

14.6. Severability . Wherever possible, each provision of the Loan Documents shall be interpreted in such manner as to be valid under Applicable Law. If any provision is found to be invalid under Applicable Law, it shall be ineffective only to the extent of such invalidity and the remaining provisions of the Loan Documents shall remain in full force and effect.

14.7. Cumulative Effect; Conflict of Terms . The provisions of the Loan Documents are cumulative. The parties acknowledge that the Loan Documents may use several different limitations, tests or measurements to regulate the same or similar matters, and they agree that these are cumulative and that each must be performed as provided. Except as otherwise specifically provided in another Loan Document (by specific reference to the applicable provision of this Agreement), if any provision contained herein is in direct conflict with any provision in another Loan Document, the provision herein shall govern and control.

14.8. Counterparts; Facsimile and Electronic Signatures . Any Loan Document may be executed in counterparts, each of which taken together shall constitute one instrument. Loan Documents may be executed and delivered by facsimile or electronic communication, and they shall have the same force and effect as manually signed originals. Any Agent may require confirmation by a manually-signed original, but failure to request or deliver same shall not limit the effectiveness of any such facsimile signature or signature received by electronic communications.

14.9. Entire Agreement . Time is of the essence of the Loan Documents. The Loan Documents embody the entire understanding of the parties with respect to the subject matter thereof and supersede all prior understandings regarding the same subject matter.

14.10. Obligations of the Lenders . The obligations of each Lender hereunder are several, and no Lender shall be responsible for the obligations or Commitments of any other Lender. Amounts payable hereunder to each Lender shall be a separate and independent debt, and each Lender shall be entitled, to the extent not otherwise restricted hereunder, to protect and enforce its rights arising out of the Loan Documents. It shall not be necessary for any Agent or any other Lender to be joined as an additional party in any proceeding for such purposes. Nothing in this Agreement and no action of any Agent or any Lender pursuant to the Loan Documents shall be deemed to constitute the Agents and the Lenders to be a partnership, association, joint venture or any other kind of entity, nor to constitute control of any Loan Party.

14.11. Confidentiality . The Lenders agree to maintain the confidentiality of any information that the Loan Parties deliver to the Agents and the Lenders, except that any Agent and any Lender may disclose such information (a) to their respective officers, directors, employees, Affiliates, branches and agents, including legal counsel, auditors and other professional advisors; (b) to any party to the Loan Documents from time to time (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential); (c) pursuant to the order of any court or administrative agency; (d) upon the request of any Governmental Authority exercising regulatory authority over such Agent or such Lender; (e) which ceases to be confidential, other than by an act or omission of any Agent or any Lender, or which becomes available to any Agent or any Lender on a nonconfidential basis; (f) to the extent reasonably required in connection with any litigation relating to any Loan Documents or transactions contemplated thereby, or otherwise as required by Applicable Law; (g) to the extent reasonably required for the exercise of any rights or remedies under the Loan Documents; (h) to any actual or proposed party to a Bank Product or to

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any Transferee, as long as such Person agrees to be bound by the provisions of this Section 14.11 ; (i) to the National Association of Insurance Commissioners or any similar organization, or to any nationally recognized rating agency that requires access to information about a Lender’s portfolio in connection with ratings issued with respect to such Lender; (j) to any investor or potential investor in an Approved Fund that is a Lender or Transferee, but solely for use by such investor to evaluate an investment in such Approved Fund, or to any manager, servicer or other Person in connection with its administration of any such Approved Fund (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential); or (k) with the consent of the Borrower Agent. Notwithstanding the foregoing, the Agents and the Lenders may issue and disseminate to the public general information describing this credit facility, including the names and addresses of the Loan Parties and a general description of the Loan Parties’ businesses, and may (so long as the Borrower Agent has previously reviewed and approved the form of such advertisement or promotional materials) use the Loan Parties’ names in advertising and other promotional materials.

14.12. GOVERNING LAW . THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, UNLESS OTHERWISE SPECIFIED, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, INCLUDING, WITHOUT LIMITATION, NEW YORK GENERAL OBLIGATIONS LAW SECTIONS 5-1401 AND 5-1402 (BUT GIVING EFFECT TO FEDERAL LAWS RELATING TO NATIONAL BANKS).

14.13. Consent to Forum .

EACH LOAN PARTY PARTY HERETO HEREBY CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF ANY FEDERAL COURT SITTING IN OR WITH JURISDICTION OVER THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY STATE COURT OF THE STATE OF NEW YORK SITTING IN THE COUNTY OF MANHATTAN, IN ANY PROCEEDING OR DISPUTE RELATING IN ANY WAY TO ANY LOAN DOCUMENTS, AND AGREES THAT ANY SUCH PROCEEDING SHALL BE BROUGHT BY IT SOLELY IN ANY SUCH COURT. EACH LOAN PARTY PARTY HERETO IRREVOCABLY WAIVES ALL CLAIMS, OBJECTIONS AND DEFENSES THAT IT MAY HAVE REGARDING SUCH COURT’S PERSONAL OR SUBJECT MATTER JURISDICTION, VENUE OR INCONVENIENT FORUM. Nothing herein shall limit the right of any Agent or any Lender to bring proceedings against any Loan Party in any other court. Nothing in this Agreement shall be deemed to preclude enforcement by any Agent of any judgment or order obtained in any forum or jurisdiction.

14.14. Waivers by the Loan Parties . To the fullest extent permitted by Applicable Law, each Loan Party party hereto waives (a) the right to trial by jury (which each Agent and each Lender hereby also waives) in any proceeding, claim or counterclaim of any kind relating in any way to any Loan Documents, Obligations or Collateral; (b) presentment, demand, protest, notice of presentment, default, non-payment, maturity, release, compromise, settlement, extension or renewal of any commercial paper, accounts, contract rights, documents, instruments, chattel paper and guaranties at any time held by any Agent or any other Secured Party on which a Borrower or such Loan Party may in any way be liable, and hereby ratifies anything such Agent or such other Secured Party may do in this regard; (c) notice prior to taking possession or control of any Collateral; (d) any bond or security that might be required by a court prior to allowing any Agent to exercise any rights or remedies; (e) the benefit of all valuation, appraisement and exemption laws; (f) any claim against any Agent or any Lender, on any theory of liability, for special, indirect, consequential, exemplary or punitive damages (as opposed to direct or actual damages) in any way relating to any Enforcement Action, Obligations, Loan Documents or transactions relating thereto; and (g) notice of acceptance hereof. Each Loan Party hereto acknowledges that the foregoing waivers are a material inducement to the Agents and the Lenders entering into this

132

Agreement and that the Agents and the Lenders are relying upon the foregoing in their dealings with the Borrowers and the other the Loan Parties. Each Loan Party has reviewed the foregoing waivers with its legal counsel and has knowingly and voluntarily waived its jury trial and other rights following consultation with legal counsel. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.

14.15. Patriot Act Notice . The Agents and the Lenders hereby notify the Borrowers and the other Loan Parties that pursuant to the requirements of the Patriot Act, the Agents and the Lenders are required to obtain, verify and record information that identifies each Loan Party, including its legal name, address, tax ID number and other information that will allow the Agents and the Lenders to identify it in accordance with the Patriot Act. The Agents and the Lenders will also require information regarding each personal guarantor, if any, and may require information regarding the Loan Parties’ management and owners, such as legal name, address, social security number and date of birth.

14.16. Survival of Representations and Warranties . All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by each Agent and each Lender, regardless of any investigation made by any Agent or any Lender or on their behalf and notwithstanding that any Agent or any Lender may have had notice or knowledge of any Default or Event of Default at the time of any credit extension, and shall continue in full force and effect until the Full Payment of the Obligations.

14.17. No Advisory or Fiduciary Responsibility . In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Agents and the Arrangers are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Agents and the Arrangers, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Agents and the Arrangers each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective Affiliates, or any other Person and (B) neither the Agents nor the Arrangers has any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Agents and the Arrangers and their respective Affiliates and branches may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Agents nor the Arrangers has any obligation to disclose any of such interests to the Loan Parties or any of their respective Affiliates. To the fullest extent permitted by law, except in connection with the gross negligence and willful misconduct of the Agents, the Arrangers or their Affiliates or branches, each of the Loan Parties hereby waives and releases any claims that it may have against the Agents and the Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. Each Loan Party acknowledges and agrees that in connection with all aspects of any transaction contemplated by the Loan Documents, the Loan Parties, the Agents, the Issuing Banks, the Arrangers and the Lenders have an arms-length business relationship that creates no fiduciary duty on the part of any Agent, any Issuing Bank, any Arranger or any Lender, and each Loan Party, Agent, Issuing Bank, Arranger and Lender expressly disclaims any fiduciary relationship.

133

14.18. Resignation as Issuing Bank or Provider of Swingline Loans after Assignment . Notwithstanding anything to the contrary contained herein, if at any time Bank of America resigns as the Administrative Agent or assigns all of its US Revolver Commitment and US Revolver Loans, Bank of America may, (i) upon 30 days’ notice to the US Borrower and the US Lenders, resign as Issuing Bank of Letters of Credit issued for the account or benefit of the US Borrower and/or (ii) upon 30 days’ notice to the US Borrower, resign as provider of Swingline Loans to the US Borrower. Notwithstanding anything to the contrary contained herein, if at any time Bank of America-Canada Branch or any Affiliate or branch resigns as the Canadian Agent or assigns all of its Canadian Revolver Commitment and Canadian Revolver Loans, Bank of America-Canada Branch or such Affiliate or branch may, (i) upon 30 days’ notice to the Canadian Borrower and the Canadian Lenders, resign as Issuing Bank of Letters of Credit issued for the account or benefit of the Canadian Borrower and/or (ii) upon 30 days’ notice to the Canadian Borrower, resign as provider of Swingline Loans to the Canadian Borrower. In the event of any such resignation as Issuing Bank or provider of Swingline Loans, the Borrowers shall be entitled to appoint from among the Lenders a successor Issuing Bank or provider of Swingline Loans; provided , however , that no failure by the Borrowers to appoint any such successor shall affect the resignation of Bank of America or Bank of America-Canada Branch (or any Affiliate or branch) as Issuing Bank or provider of Swingline Loans, as the case may be. If Bank of America or Bank of America-Canada Branch (or any Affiliate or branch) resigns as Issuing Bank, it shall retain all the rights, powers, privileges and duties of Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as Issuing Bank and all US LC Obligations or Canadian LC Obligations, as the case may be, with respect thereto (including the right to require the Lenders to make Base Rate Loans or Canadian Prime Rate Loans, as applicable, or fund risk participations in unreimbursed drawings of Letters of Credit). If Bank of America or Bank of America-Canada Branch resigns as provider of Swingline Loans, it shall retain all the rights of provider of Swingline Loans provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or Canadian Prime Rate Loans or fund risk participations in outstanding Swingline Loans. Upon the appointment of a successor Issuing Bank and/or provider of Swingline Loans, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank or provider of Swingline Loans, as the case may be, and (b) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America or Bank of America-Canada Branch (or any Affiliate or branch) with respect to such Letters of Credit.

14.19. Language . The parties have requested that this Agreement and the other documents contemplated hereby or relating hereto be drawn up in the English language. Les parties ont requis que cette convention ainsi que tous les documents qui y sont envisagés ou qui s’y rapportent soient rédigés en langue anglaise .

14.20. Existing Credit Agreement and Loan Documents . Each of the Loan Parties hereby ratifies and confirms all of its Obligations to the Administrative Agent, the Canadian Agent, the Lenders and the other Secured Parties under the Existing Credit Agreement, as amended hereby, and the other Loan Documents (as defined in the Existing Credit Agreement), as amended hereby, including, without limitation, the Loans, and each of the Loan Parties hereby affirms its absolute and unconditional promise to pay to the Lenders, the Administrative Agent, the Canadian Agent and the other Secured Parties, as applicable, the Loans, reimbursement obligations and all other amounts due or to become due and payable to the Lenders, the Administrative Agent, the Canadian Agent and the other Secured Parties, as applicable, under the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement), as amended hereby, and it is the intent of the parties hereto that nothing contained herein shall constitute a novation or accord and satisfaction. The parties hereto acknowledge and agree that (i) each reference to the Existing Credit Agreement, however so defined, in the Loan

134

Documents (as defined in the Existing Credit Agreement) from and after the date hereof shall mean the Existing Credit Agreement as amended and restated pursuant to this Agreement, and (ii) each of the Loan Documents (as defined in the Existing Credit Agreement) is hereby amended by (a) substituting a reference to this Agreement as herein defined in place of each reference to the Existing Credit Agreement (whether referred to by the full name of the Existing Credit Agreement or by any other name which refers thereto by definition), and (b) substituting for the definition of each capitalized term defined by reference to the Existing Credit Agreement the definition of such capitalized term set forth in this Agreement, including without limitation the definition of the term “ Obligations ”. Each of the parties hereto agrees that each Loan Document (as defined in the Existing Credit Agreement), as amended hereby, to which such party is a party shall remain in full force and effect. Each of the parties listed as signatories hereto ratifies and reaffirms the continued validity of, and all of the terms and conditions of, and all of the warranties and representations set forth in, each such Loan Document (as defined in the Existing Credit Agreement), as amended hereby, to which it is a party and agrees and confirms that the Obligations are secured under and in accordance with the Loan Documents (as defined in the Existing Credit Agreement), as amended hereby, to which such party is a party. Each of the Loan Parties hereby acknowledges, confirms and agrees that the Liens, hypothecs, pledges and security interests granted pursuant to the Loan Documents (as defined in the Existing Credit Agreement), as amended hereby, are and continue to be valid, perfected and enforceable first priority liens, hypothecs, pledges and security interests (subject only to Permitted Liens entitled to priority under Applicable Law) that secure all of the Obligations on and after the date hereof. All references in each of the Loan Documents (as defined in the Existing Credit Agreement) or any related agreement or instrument, as amended hereby, to the Loan Documents (as defined in the Existing Credit Agreement) hereafter refer to each of the Loan Documents (as defined in the Existing Credit Agreement), as amended hereby.

14.21. Transitional Arrangements . Upon the effectiveness of this Agreement, this Agreement shall supersede the Existing Credit Agreement in its entirety, except as otherwise provided in this Section 14.21 . This Agreement constitutes an amendment and restatement of the Existing Credit Agreement effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders, the Issuing Banks, the Agents or the other Secured Parties under the Existing Credit Agreement or evidence repayment of any such indebtedness or other obligations. It is the intent of the parties hereto that this Agreement amend and restate in its entirety the Existing Credit Agreement and re-evidence the obligations of the Loan Parties outstanding thereunder, secured by the Security Documents and guaranteed by the Guaranty. As of the Closing Date, the rights and obligations of the parties under the Existing Credit Agreement and the “Notes” (as defined in the Existing Credit Agreement) shall be subsumed within and be governed by this Agreement and the Notes. Each of the “Loans” (as defined in the Existing Credit Agreement) advanced by the Existing Lenders and outstanding under the Existing Credit Agreement immediately prior to the effectiveness of this Agreement (other than the “Tranche A-1 Loans” under and as defined in the Existing Credit Agreement, which shall be re-paid in full in cash contemporaneously with the closing of the transactions contemplated hereby) shall continue to be Loans hereunder, provided that all interest, fees and expenses owing or accruing under or in respect of the Existing Credit Agreement through the Closing Date shall be calculated as of the Closing Date (pro rated in the case of any fractional periods), and shall be paid at the times set forth herein. As of the Closing Date, the Existing Letters of Credit shall be deemed to be Letters of Credit issued pursuant to Section 2.3 and subject to the conditions of Section 2.3 , Section 3.2.2 , and each other provision relating to Letters of Credit hereunder, and the Borrowers hereby affirm their respective obligations thereunder.

14.22. Termination of Tranche A-1 Commitments . The parties hereto acknowledge and agree that, as of the Closing Date, the Tranche A-1 Commitments (as defined in the Existing Credit Agreement) is terminated in full.

135

14.23. Waiver of Early Termination Fees . Each of the Lenders hereby waives any (a) early termination fees that would otherwise be due and payable under Section 2.2.1(e) of the Existing Credit Agreement as a result of the partial termination of the US Revolver Commitments (as defined in the Existing Credit Agreement) from $124,000,000 to $115,000,000 on the date hereof (for the avoidance of doubt, this waiver shall not apply or extend to any early termination fees due and payable under Section 2.2.1(e) of this Agreement as a result of the partial or full termination of the US Revolver Commitments made on or after the Closing Date, which shall be due and payable in accordance with the provisions of Section 2.2.1(e) of this Agreement and any such fees due under this Agreement shall not be deemed waived by virtue of the provisions of this Section) and (b) early termination fees that would otherwise be due and payable under Section 2.2.2(d) of the Existing Credit Agreement as a result of the termination of the Tranche A-1 Commitments (as defined in the Existing Credit Agreement) on the date hereof.

[Remainder of page intentionally left blank]

[Signature Pages follow]

136

IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as a sealed instrument as of the date first set forth above.


US BORROWER :

MAYOR’S JEWELERS, INC.

By:	/s/ Michael Rabinovitch
	Name:	Michael Rabinovitch
	Title:	Senior Vice President and Chief Financial Officer

By:	/s/ Marco Pasteris
	Name:	Marco Pasteris
	Title:	Group Vice President, Finance and Treasurer

CANADIAN BORROWER :

BIRKS & MAYORS INC.

By:	/s/ Michael Rabinovitch
	Name:	Michael Rabinovitch
	Title:	Senior Vice President and Chief Financial Officer

By:	/s/ Marco Pasteris
	Name:	Marco Pasteris
	Title:	Group Vice President, Finance and Treasurer


GUARANTORS :

CASH, GOLD & SILVER USA, INC. ( formerly known as Henry Birks & Sons U.S., Inc.)
MAYOR’S JEWELERS OF FLORIDA, INC. JBM RETAIL COMPANY, INC. JBM VENTURE CO., INC.
MAYOR’S JEWELERS INTELLECTUAL PROPERTY HOLDING COMPANY

By:	/s/ Michael Rabinovitch
	Name:	Michael Rabinovitch
	Title:	Senior Vice President and Chief Financial Officer

By:	/s/ Marco Pasteris
	Name:	Marco Pasteris
	Title:	Group Vice President, Finance and Treasure

CASH, GOLD & SILVER INC. – OR ET ARGENT, COMPTANT INC.

By:	/s/ Michael Rabinovitch
	Name:	Michael Rabinovitch
	Title:	Vice President

By:	/s/ Marco Pasteris
	Name:	Marco Pasteris
	Title:	Vice President


ADMINISTRATIVE AGENT :

BANK OF AMERICA, N.A.

By:	/s/ Mark D. Twomey
	Name:	Mark D. Twomey
	Title:	SVP


CANADIAN AGENT :

BANK OF AMERICA, N.A. (acting through its Canada branch)

By:	/s/ Medina Sales de Andrade
	Name:	Medina Sales de Andrade
	Title:	Vice President


CO-COLLATERAL AGENTS :

BANK OF AMERICA, N.A.

By:		/s/ Mark D. Twomey
Name:		Mark D. Twomey
Title:		SVP

WELLS FARGO BANK, NATIONAL ASSOCIATION

By:		/s/ Connie Liu
Name:		Connie Liu
Title:		Vice President


US LENDERS :

BANK OF AMERICA, N.A.

By:	/s/ Mark D. Twomey
	Name:	Mark D. Twomey
	Title:	SVP


US LENDERS :

WELLS FARGO BANK, NATIONAL ASSOCIATION

By:	/s/ Connie Liu
	Name:	Connie Liu
	Title:	Vice President


US LENDERS :

BANK OF MONTREAL CHICAGO BRANCH

By:		/s/ Larry Allan Swiniarski
Name:		Larry Allan Swiniarski
Title:		Director


CANADIAN LENDERS :

BANK OF AMERICA, N.A. (acting through its Canada branch)

By:	/s/ Medina Sales de Andrade
	Name:	Medina Sales de Andrade
	Title:	Vice President


CANADIAN LENDERS :

WELLS FARGO FOOTHILL CANADA ULC

By:	/s/ Paul Young
	Name:	Paul Young
	Title:	Vice President


CANADIAN LENDERS :

BANK OF MONTREAL

By:	/s/ Isaura Branco
	Name:	Isaura Branco
	Title:	Senior Account Manager

By:	/s/ Gary Karges
	Name:	Gary Karges
	Title:	Managing Director

Exhibit 4.70

EXECUTION COPY

MAYOR’S JEWELERS, INC.,

as the US Borrower

BIRKS & MAYORS INC.,

as the Canadian Borrower

Collectively, the Borrowers

AND THEIR SUBSIDIARIES PARTY HERETO,

as Guarantors

AMENDED AND RESTATED TERM LOAN AND SECURITY AGREEMENT

Dated as of June 8, 2011

CERTAIN FINANCIAL INSTITUTIONS,

as Lenders,

GB MERCHANT PARTNERS, LLC,

as Administrative Agent and Co-Collateral Agent

WELLS FARGO CREDIT, INC.,

as Co-Collateral Agent and as Documentation Agent

TABLE OF CONTENTS


		Page

SECTION 1.	DEFINITIONS; RULES OF CONSTRUCTION		1

1.1.	Definitions		1

1.2.	Accounting Terms		26

1.3.	Certain Matters of Construction		26

1.4.	[Reserved.]		27

1.5.	Times of Day		27

1.6.	Conversions of Foreign Currencies		27

SECTION 2.	CREDIT FACILITY		27

2.1.	Term Loan Facility		27

2.2.	Mandatory Prepayments		28

SECTION 3.	INTEREST, FEES AND CHARGES		29

3.1.	Rates and Payment of Interest		29

3.2.	Fees		29

3.3.	Computation of Interest, Fees, Yield Protection		30

3.4.	Reimbursement Obligations		30

3.5.	[Reserved.]		30

3.6.	[Reserved.]		30

3.7.	Capital Adequacy		30

3.8.	Mitigation		31

3.9.	[Reserved.]		31

3.10.	Maximum Interest		31

3.11.	Replacement of the Lenders		31

3.12.	Dodd-Frank Act		32

SECTION 4.	LOAN ADMINISTRATION		32

4.1.	[Reserved.]		32

4.2.	Defaulting Lender		32

4.3.	[Reserved.]		32

4.4.	The Borrower Agent		32

4.5.	Effect of Termination		32

SECTION 5.	PAYMENTS		33

5.1.	General Payment Provisions		33

5.2.	Repayment of Term Loan		33

TABLE OF CONTENTS

(continued)


		Page

5.3.	Payment of Other Obligations		33

5.4.	Marshaling; Payments Set Aside		34

5.5.	Allocation of Payments		34

5.6.	[Reserved.]		34

5.7.	Loan Account; Account Stated		35

5.8.	Taxes		35

5.9.	Withholding Tax Exemption		36

5.10.	Currency Matters		36

SECTION 6.	CONDITIONS PRECEDENT		36

6.1.	Conditions Precedent to Effectiveness of Agreement		36

6.2.	[Reserved.]		39

6.3.	Limited Waiver of Conditions Precedent		39

SECTION 7.	COLLATERAL SECURITY AND GUARANTEES		39

7.1.	Grant of Security Interest		39

7.2.	Deposit Accounts; Cash Collateral; Credit Card Agreements		40

7.3.	Lien on Real Estate		41

7.4.	Other Collateral		42

7.5.	No Assumption of Liability		42

7.6.	Further Assurances		42

7.7.	Guarantees by the Borrowers		42

7.8.	Guarantees by the Subsidiaries		45

7.9.	Intercompany Debt Subordination Arrangements		45

SECTION 8.	COLLATERAL ADMINISTRATION		45

8.1.	Borrowing Base Certificates		45

8.2.	Account Verification		46

8.3.	Administration of Inventory		46

8.4.	[Reserved]		46

8.5.	General Provisions		46

8.6.	Power of Attorney		48

SECTION 9.	REPRESENTATIONS AND WARRANTIES		49

9.1.	General Representations and Warranties		49

TABLE OF CONTENTS

(continued)


		Page

SECTION 10.	COVENANTS AND CONTINUING AGREEMENTS		56

10.1.	Affirmative Covenants		56

10.2.	Negative Covenants		64

SECTION 11.	EVENTS OF DEFAULT; REMEDIES ON DEFAULT		73

11.1.	Events of Default		73

11.2.	Remedies upon Default		76

11.3.	License		77

11.4.	Setoff		78

11.5.	Remedies Cumulative; No Waiver		78

11.6.	Judgment Currency		78

SECTION 12.	THE AGENTS		79

12.1.	Appointment, Authority and Duties of the Administrative Agent		79

12.2.	Agreements Regarding Collateral and Field Examination Reports		81

12.3.	Reliance by the Agents		82

12.4.	Action Upon Default		82

12.5.	Ratable Sharing		82

12.6.	Indemnification of the Agent Indemnitees		82

12.7.	Limitation on Responsibilities of the Agents		83

12.8.	Successor Agent		84

12.9.	Due Diligence and Non-Reliance		84

12.10.	Replacement of Certain Lenders		85

12.11.	Remittance of Payments and Collections		85

12.12.	GB in its Individual Capacity		86

12.13.	Agent Titles		86

12.14.	No Third Party Beneficiaries		86

12.15.	Loan Documents; Intercreditor Agreement		86

SECTION 13.	BENEFIT OF AGREEMENT; ASSIGNMENTS AND PARTICIPATIONS		86

13.1.	Successors and Assigns Generally		86

13.2.	Assignments by Lenders		87

13.3.	[Reserved.]		87

13.4.	Register		87

13.5.	Participations		88

iii

TABLE OF CONTENTS

(continued)


		Page

13.6.	Limitations upon Participant Rights		88

13.7.	Certain Pledges		88

13.8.	Electronic Execution of Assignments		89

13.9.	Tax Treatment		89

13.10.	Representation of the Lenders		89

13.11.	Assignment by the Loan Parties		89

SECTION 14.	MISCELLANEOUS		89

14.1.	Consents, Amendments and Waivers		89

14.2.	Indemnity		90

14.3.	Notices and Communications		91

14.4.	Performance of the Borrowers’ Obligations		91

14.5.	Credit Inquiries		92

14.6.	Severability		92

14.7.	Cumulative Effect; Conflict of Terms		92

14.8.	Counterparts; Facsimile and Electronic Signatures		92

14.9.	Entire Agreement		92

14.10.	Obligations of the Lenders		92

14.11.	Confidentiality; Press Releases		92

14.12.	GOVERNING LAW		93

14.13.	Consent to Forum		94

14.14.	Waivers by the Loan Parties		94

14.15.	Patriot Act Notice		94

14.16.	Survival of Representations and Warranties		94

14.17.	No Advisory or Fiduciary Responsibility		95

14.18.	Intercreditor Agreement		95

14.19.	Language		95

14.20.	Existing Loan Agreement and Loan Documents		96

14.21.	Transitional Arrangements		96

LIST OF EXHIBITS AND SCHEDULES


Exhibit A-1		Form of US Term Note
Exhibit A-2		Form of Canadian Term Note
Exhibit B		Form of Assignment and Assumption Agreement
Exhibit C		Form of Information Certificate
Exhibit D		Form of Compliance Certificate


Schedule 1.1(a)		Commitments of the Lenders
Schedule 1.1(b)		Excluded Subsidiaries
Schedule 1.1(c)		Certain Store Closings
Schedule 7.1		Commercial Tort Claims
Schedule 7.2.1		Deposit Accounts
Schedule 7.2.3		Credit Card Arrangements
Schedule 8.3.3		Consignments
Schedule 8.5.1		Business Locations
Schedule 9.1.4		Names; Capital Structure; Warrants, Etc.
Schedule 9.1.5		Former Names and Companies
Schedule 9.1.6(a)		Real Estate
Schedule 9.1.6(b)		Investments
Schedule 9.1.8		Financial Statements
Schedule 9.1.12		Patents, Trademarks, Copyrights and Licenses
Schedule 9.1.15		Environmental Matters
Schedule 9.1.16		Burdensome Agreements
Schedule 9.1.17		Litigation
Schedule 9.1.19		Material Contracts
Schedule 9.1.20		Canadian Plans
Schedule 9.1.22		Labor Contracts
Schedule 9.1.25		Certain Transactions
Schedule 10.2.1		Existing Debt
Schedule 10.2.2		Existing Liens
Schedule 10.2.7		Restrictions on Subsidiary Distributions (Contractual Obligations)
Schedule 10.2.9(i)		Trademarks Licensed to Excluded Subsidiaries

AMENDED AND RESTATED TERM LOAN AND SECURITY AGREEMENT

THIS AMENDED AND RESTATED TERM LOAN AND SECURITY AGREEMENT (THIS “ AGREEMENT ”) IS ENTERED INTO AS OF JUNE 8, 2011, AMONG MAYOR’S JEWELERS INC., A DELAWARE CORPORATION (THE “ US BORROWER ”), BIRKS & MAYORS INC. , A CANADIAN CORPORATION (THE “ CANADIAN BORROWER ” AND, TOGETHER WITH THE US BORROWER, COLLECTIVELY, THE “ BORROWERS ” AND EACH INDIVIDUALLY, A “ BORROWER ”), EACH SUBSIDIARY OF THE BORROWERS FROM TIME TO TIME PARTY HERETO AS A GUARANTOR, EACH LENDER FROM TIME TO TIME PARTY HERETO (COLLECTIVELY, THE “ LENDERS ” AND EACH INDIVIDUALLY, A “ LENDER ”), GB MERCHANT PARTNERS, LLC , AS ADMINISTRATIVE AGENT AND CO-COLLATERAL AGENT (IN ITS INDIVIDUAL CAPACITY, “ GB ”) AND WELLS FARGO CREDIT, INC. , AS CO-COLLATERAL AGENT AND AS DOCUMENTATION AGENT (IN ITS INDIVIDUAL CAPACITY, “ WFC ”).

R E C I T A L S :

WHEREAS , the Borrowers the Guarantors, certain of the Lenders and the Agent have entered into a Term Loan and Security Agreement dated as of December 17, 2008 (as amended and in effect, the “ Existing Loan Agreement ”) pursuant to which such Lenders have made a secured term loan to the Borrowers in the original principal amount of $13,000,000; and

WHEREAS , the Borrowers and the Guarantors have requested that the Lenders amend and restate the Existing Loan Agreement to, among other things, increase the principal amount of the term loan to $18,000,000 and the Lenders are willing to do so upon the terms and subject to the conditions set forth herein.

NOW, THEREFORE , in consideration of the mutual conditions and agreements set forth in this Agreement, and for good and valuable consideration, the receipt of which is hereby acknowledged, the undersigned hereby agree that the Existing Loan Agreement shall be amended and restated in its entirety to read as follows:

SECTION 1. DEFINITIONS; RULES OF CONSTRUCTION

1.1. Definitions . As used herein, the following terms have the meanings set forth below:

Account - as defined in the UCC or the PPSA, as applicable, including all rights to payment for goods sold or leased, or for services rendered.

Account Debtor - as defined in the UCC, and including a Person who is obligated under an Account, Chattel Paper or General Intangible.

Adjusted LIBOR - for any applicable Interest Period, with respect to any portion of the Term Loan, the rate per annum quoted as the one month “Libor Rate” by the Wall Street Journal two (2) Business Days prior to the first day of the applicable Interest Period.

Administrative Agent - GB Merchant Partners, LLC, in its capacity as administrative agent for the Lenders and as co-collateral agent for the Secured Parties regarding all matters concerning Collateral of the Loan Parties, or any successor Administrative Agent.

Agent Monitoring Fee - as defined in Section 3.2.3 .

Agent Indemnitees - the Agents and their respective officers, directors, employees, Affiliates, branches, agents, advisors and attorneys.

Agents - collectively, the Administrative Agent and the Co-Collateral Agents, and each individually an “Agent”.

Anti-Terrorism Laws - any laws relating to terrorism or money laundering, including the Patriot Act.

Appraised A/R Liquidation Value - as defined in the Revolving Credit Agreement.

Appraised Inventory Liquidation Value - as defined in the Revolving Credit Agreement.

Assignee Group - two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

Assignment and Assumption Agreement - an assignment and assumption agreement between a Lender and Eligible Assignee, substantially in the form of Exhibit B hereto.

Availability Block - as defined in the Revolving Credit Agreement.

Availability Reserves - as defined in the Revolving Credit Agreement.

Bank of America - Bank of America, N.A., a national banking association.

Bankruptcy Code - Title 11 of the United States Code.

Birks - Birks & Mayors Inc., a Canadian corporation.

Birks US - Henry Birks & Sons U.S., Inc., a Delaware corporation, which effective as of July 31, 2009 changed its name to Cash, Gold & Silver USA, Inc.

Board of Governors - the Board of Governors of the Federal Reserve System.

Borrower and Borrowers - as defined in the preamble hereto.

Borrower Agent - as defined in Section 4.4 .

Borrowing Base Certificate - as defined in the Revolving Credit Agreement.

Business Day - any day excluding (a) Saturday, Sunday and any other day on which banks are permitted to be closed under the laws of the Commonwealth of Massachusetts, (b) any day on which banks do not conduct dealings in Dollar deposits on the London interbank market, and (c) any other day on which banks are permitted or required to be closed in Toronto, Ontario, Canada or in Montréal, Québec, Canada.

Canadian Borrower - as defined in the preamble hereto.

Canadian Concentration Accounts - special concentration accounts established by the Canadian Borrower with the Canadian Revolving Agent, subject to the control of the Control Agent.

Canadian Debtor Relief Laws - means the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the Winding-up Act (Canada) and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, dissolution or similar debtor relief laws of Canada.

Canadian Dollars or Cdn. $ - the lawful currency of Canada.

Canadian Guarantors - all Subsidiaries of the Borrowers that have executed a Guaranty and are organized under the laws of Canada or any province or territory thereof, and, with respect to the Term Loan made to the US Borrower, the Canadian Borrower.

Canadian Loan Parties - collectively, the Canadian Borrower and the Canadian Guarantors.

Canadian Revolving Agent - the “Canadian Agent”, as defined in the Revolving Credit Agreement.

Canadian Security Documents - the General Security Agreement and the Quebec Security Documents, together with all security agreements, deeds of hypothec, pledge agreements or other collateral security agreements, instruments or documents (including Lien Waivers, Lien Priority Agreements and estoppel letters) entered into or to be entered into by any Loan Party pursuant to which such Loan Party grants or perfects a security interest in its assets to the Administrative Agent, including, without limitation PPSA and UCC financing statements and certified statements issued by the Québec Register of Personal and Movable Real Rights, required to be executed or delivered pursuant to any Canadian Security Document.

Capital Lease - any lease that is required to be capitalized for financial reporting purposes in accordance with GAAP.

Capital Stock - (a) in the case of a corporation, corporate stock; (b) in the case of an association or other business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (c) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and (d) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

Cash Collateral - cash, and any interest or other income earned thereon, that is delivered to the Administrative Agent to Cash Collateralize any Obligations.

Cash Collateral Account - a demand deposit, money market or other account established by the Administrative Agent at such financial institution as the Administrative Agent may select in its discretion, which account shall be subject to the Administrative Agent’s perfected Liens for the benefit of the Secured Parties.

Cash Collateralize - the delivery of cash to the Administrative Agent, as security for the payment of Obligations, in an amount equal to, with respect to any inchoate, contingent or other Obligations, the Administrative Agent’s good faith estimate of the amount due or to become due, including all fees and other amounts relating to such Obligations. “ Cash Collateralization ” has a correlative meaning.

CERCLA - the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq .).

CGS Canada - Cash, Gold & Silver Inc. - Or et Argent, Comptant Inc., a corporation incorporated under the laws of Canada.

of Mayor’s, as to which clause (iii) below shall govern), (ii) Montrovest B.V. shall cease to own directly or indirectly at least fifty-one percent (51%) of the votes attaching to the Voting Stock of Birks, or (iii) Mayors shall cease to own directly or indirectly all of the economic and voting rights associated with all of the outstanding Capital Stock of any of its Subsidiaries.

Chattel Paper - as defined in the UCC or the PPSA, as applicable.

Civil Code of Québec - the Civil Code of Québec as in effect from time to time.

Claims - as defined in Section 14.2 .

Co-Collateral Agents - GB Merchant Partners, LLC and Wells Fargo Credit, Inc., each in its capacity as Co-Collateral Agent, or any successor Co-Collateral Agent.

Code - the Internal Revenue Code of 1986, as amended and in effect from time to time.

Collateral Value Report - as defined in Section 10.1.1(b) .

Combined Loan Cap - the sum of the “Commitments” (as defined in the Revolving Credit Agreement) plus the Total Outstandings.

Combined Total Outstandings - the sum of (i) the “Total Revolver Outstandings” (as defined in the Revolving Credit Agreement) plus (ii) the Total Outstandings.

Commercial Tort Claim - as defined in the UCC.

Commitment Fee - as defined in Section 3.2.2 .

Commitments - as to each Lender, the amount set forth opposite such Lender’s name on Schedule 1.1(a) , representing such Lender’s obligation, upon and subject to the terms and conditions of this Agreement (including the applicable provisions of Section 13 ), to make its share of the Term Loan.

Compliance Certificate - a certificate, substantially in the form of Exhibit D hereto or such other form approved by the Agents, by which the Borrowers certify, among other things, the absence of Defaults or Events of Default or, to the extent either exist, describing the nature of such Default or Event of Default and the Borrowers’ plan to address such Default or Event of Default.

Concentration Accounts - collectively, the US Concentration Account and the Canadian Concentration Accounts.

Consolidated EBITDA - with respect to any fiscal period, an amount equal to the sum of (a) Consolidated Net Income of the Borrowers and their Subsidiaries for such fiscal period, plus

(b) in each case to the extent deducted in the calculation of such Persons’ Consolidated Net Income and without duplication, (i) depreciation and amortization for such period, plus (ii) income tax expense for such period, plus (iii) Consolidated Total Interest Expense paid or accrued during such period, plus (iv) other noncash charges for such period, all as determined in accordance with GAAP.

Consolidated Fixed Charges - for any period of the Borrowers and their Subsidiaries, determined on a Consolidated basis, without duplication, the sum of (a) Consolidated Total Interest Expense accrued during such period, plus (b) all payments of principal made or required to be made with respect to Debt (other than (i) Revolving Loan Debt to the extent such payments do not permanently reduce the “Commitments” (as defined in the Revolving Credit Agreement), and (ii) Management Debt to the extent such payments constitute an expense in the calculation of Consolidated Net Income) during such period, plus (c) to the extent not constituting Debt, all Restricted Junior Payments made or required to be made in cash during such period.

Control Agent - as defined in the Intercreditor Agreement.

Cost - as defined in the Revolving Credit Agreement.

Credit Card Agreement - as defined in Section 6.1(p) .

CWA - the Clean Water Act (33 U.S.C. §§ 1251 et seq .).

Damiani - Damiani International B.V. and its Affiliates.

Damiani Security Agreements - collectively, (i) the Security Agreement (U.S. Form – Blanket Lien on Assets) dated as of October 29, 2009 by and among the US Borrower and certain of its Subsidiaries and Damiani (for itself and on behalf of its Affiliates), and (ii) the General Security Agreement and Hypothec dated as of October 29, 2009 by and between the Canadian Borrower and Damiani (for itself and on behalf of its Affiliates).

Damiani Subordination Agreement - the Subordination Agreement dated as of October 29, 2009, by and among the Loan Parties, Damiani (for itself and on behalf of its Affiliates), the Administrative Agent, the Revolving Agent and the Canadian Revolving Agent, as the same may hereafter be amended, restated, supplemented or otherwise modified with the consent of the Agents.

obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any equity interest in such Person or any other Person, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and (h) all Contingent Obligations of such Person in respect of any of the foregoing. For all purposes hereof, (i) the Debt of any Person shall include the Debt of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Debt is expressly made non-recourse to such Person, and (ii) the Damiani Debt constitutes Debt hereunder.

Default - (a) an Event of Default or (b) any event or condition that, with the lapse of time or giving of notice, would constitute an Event of Default.

Default Rate - for any Obligation (including, to the extent permitted by law, interest not paid when due), 3.50% plus the interest rate otherwise applicable thereto.

Defaulting Lender - as defined in Section 4.2.

Deposit Account - as defined in the UCC. The term “Deposit Account” shall include, for the avoidance of doubt, any Concentration Account and any Dominion Account.

Deposit Account Bank - any financial institution selected or approved by the Administrative Agent in its sole discretion exercised reasonably.

Deposit Account Control Agreement - a letter agreement, in form and substance reasonably acceptable to the Administrative Agent, executed by the relevant Loan Party, the “Applicable Agent” (as defined in the Revolving Credit Agreement), the Administrative Agent, the relevant Deposit Account Bank and any other party thereto (if any).

Document - as defined in the UCC.

Documentation Agent - Wells Fargo Credit, Inc., in its capacity as Documentation Agent.

Dollars or $ - lawful money of the United States.

Domestic Subsidiary - any Subsidiary that is organized under the laws of any political subdivision of the United States.

Dominion Account - a Deposit Account subject to a Deposit Account Control Agreement.

Early Termination Fee - as defined in Section 3.2.1 .

Effective Date - as defined in Section 6.1 .

Eligible Assignee - a Person that is (a) a Lender, an Affiliate of a Lender or Approved Fund; and (b) any other financial institution having assets in excess of $500,000,000.00 and approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed); provided that notwithstanding the foregoing, “Eligible Assignee” shall not include (i) any Loan Party or any Affiliate or Subsidiary of any Loan Party, or (ii) a natural person.

Eligible Inventory - as defined in the Revolving Credit Agreement.

Eligible Inventory Category - as defined in the Revolving Credit Agreement

Eligible Major Credit Card Receivables - as defined in the Revolving Credit Agreement.

Eligible Private Label and Corporate Accounts - as defined in the Revolving Credit Agreement.

Environmental Release - a release as defined in CERCLA or under any other Environmental Law.

Equipment - as defined in the UCC or the PPSA, as applicable, including all machinery, apparatus, equipment, fittings, furniture, fixtures, motor vehicles and other tangible personal Property (other than Inventory), and all parts, accessories and special tools therefor, and accessions thereto and, in any event, including all such Person’s machinery and equipment, including processing equipment, conveyors, machine tools, data processing and computer equipment including embedded software and peripheral equipment and all engineering, processing and manufacturing equipment, office machinery, furniture, materials handling

equipment, tools, attachments, accessories, automotive equipment, trailers, trucks, forklifts, molds, dies, stamps, motor vehicles, rolling stock and other equipment of every kind and nature, trade fixtures and fixtures not forming a part of real property, together with all additions and accessions thereto, replacements therefor, all parts therefor, all substitutes for any of the foregoing, fuel therefor, and all manuals, drawings, instructions, warranties and rights with respect thereto, and all products and proceeds thereof and condemnation awards and insurance proceeds with respect thereto.

ERISA - the Employee Retirement Income Security Act of 1974, as amended and in effect from time to time.

ERISA Affiliate - any Person which is treated as a single employer with the Borrowers under §414(b), (c), (m) and (o) of the Code.

ERISA Reportable Event - a reportable event with respect to a Guaranteed Pension Plan within the meaning of §4043 of ERISA and the regulations promulgated thereunder.

Event of Default - as defined in Section 11 .

Excluded Subsidiaries - the Persons listed on Schedule 1.1(b) hereto. For purposes of this Agreement, the Excluded Subsidiaries shall be deemed to be Affiliates of the Loan Parties.

Excluded Taxes - taxes, levies, imposts, deductions, charges or withholdings, including interest, penalties or additions thereto, and all related liabilities, imposed on or measured by net income or net profits of the relevant Lender or Agent, capital taxes or franchise taxes imposed pursuant to the laws of Canada (including any province or territory thereof), the United States of America or by the jurisdiction under the laws of which the Lender or Agent is organized, in which such person is resident for tax purposes or in which the principal office or applicable lending office of such Lender or such Agent is located or in which it is otherwise deemed to be engaged in a trade or business for tax purposes or any subdivision thereof or therein, and any branch profits taxes imposed by the United States of America or any similar tax imposed by any jurisdiction on any Lender or any Agent.

Existing Loan Agreement - as defined in the recitals hereto.

Extraordinary Expenses - all reasonable costs, expenses or advances that any Agent or any Lender may incur, whether prior to or during an Insolvency Proceeding of a Loan Party, including those relating to (a) any audit, inspection, repossession, storage, repair, appraisal, insurance, manufacture, preparation or advertising for sale, sale, collection, or other preservation of or realization upon any Collateral; (b) any action, arbitration or other proceeding (whether instituted by or against any Agent, any Lender, any Loan Party, any representative of creditors of a Loan Party or any other Person) in any way relating to any Collateral (including the validity, perfection, priority or avoidability of the Administrative Agent’s Liens with respect to any Collateral), Loan Documents or Obligations, including any lender liability or other Claims; (c) the exercise, protection or enforcement of any rights or remedies of any Agent or any Lender in, or the monitoring of, any Insolvency Proceeding; (d) settlement or satisfaction of any taxes,

charges or Liens with respect to any Collateral; (e) any Enforcement Action; (f) negotiation and documentation of any amendment, modification, waiver, workout, restructuring or forbearance with respect to any Loan Documents or Obligations; or (g) Protective Advances. Such costs, expenses and advances include transfer fees, taxes, storage fees, insurance costs, permit fees, utility reservation and standby fees, legal fees, appraisal fees, brokers’ fees and commissions, auctioneers’ fees and commissions, accountants’ fees, environmental study fees, wages and salaries paid to employees of any Loan Party or independent contractors in liquidating any Collateral, and travel expenses.

Fiscal Quarter - each of the three month periods ending on the last Saturday of each of March, June, September and December of any year.

Fiscal Year - the twelve month period ending on the last Saturday of March of any year.

Fixed Charge Coverage Ratio - as at any date of determination, the ratio of (a) Consolidated EBITDA for the period of four consecutive Fiscal Quarters ending on such date, minus payments made in cash during such period in respect of Capital Expenditures incurred during such period or any previous period (other than that portion of such Capital Expenditures financed by lenders other than the Revolving Lenders), minus income taxes paid in cash with respect to such period to (b) Consolidated Fixed Charges for such period.

Fixtures - as such term is defined in the UCC, now owned or hereafter acquired by any Loan Party located at a parcel of Real Estate subject to a Mortgage.

FLSA - the Fair Labor Standards Act of 1938.

Foreign Lender - with respect to any Borrower, a Lender to such Borrower that is organized under the laws of a jurisdiction other than a state of the United States or the District of Columbia.

GAAP - generally accepted accounting principles in the United States in effect from time to time.

GB - GB Merchant Partners, LLC, a Delaware limited liability company, and its successors and assigns.

General Intangibles - as defined in the UCC, and “Intangibles”, as defined in the PPSA, as applicable, in each case including choses in action, causes of action, company or other business

records, inventions, blueprints, designs, patents, patent applications, trademarks, trademark applications, trade names, trade secrets, service marks, goodwill, brand names, copyrights, registrations, licenses, franchises, customer lists, permits, tax refund claims, computer programs, operational manuals, internet addresses and domain names, insurance refunds and premium rebates, all rights to indemnification, and all other intangible Property of any kind.

General Security Agreement - the General Security Agreement by each Canadian Loan Party in favor of the Administrative Agent, for the benefit of the Secured Parties.

Goods - as defined in the UCC or the PPSA, as applicable.

Governmental Approvals - all authorizations, consents, approvals, licenses and exemptions of, registrations and filings with, and required reports to, all Governmental Authorities.

Guaranteed Obligations - as defined in Section 7.7.1(a) .

Guarantors - each Borrower as set forth in Section 7.7 and each Subsidiary of a Borrower that has executed a Guaranty.

Guaranty - collectively, each guaranty of all or any portion of the Obligations executed by a Guarantor.

Indemnitees - the Agent Indemnitees and the Lender Indemnitees.

Instrument - as defined in the UCC or the PPSA, as applicable.

Intercompany Debt - unsecured Debt of any Loan Party owing to another Loan Party; provided that (i) all such Debt shall be evidenced by promissory notes and all such notes shall be subject to a Lien in favor of the Administrative Agent pursuant to the Security Documents, (ii) all such Debt shall be unsecured and subordinated in right of payment to the Full Payment of the Obligations pursuant to the terms of the applicable promissory notes or an intercompany subordination agreement that in each such case, is satisfactory to the Agents, and (iii) any payment by any such Loan Party to any other Loan Party under any guaranty of the Obligations or otherwise shall result in a pro tanto reduction of the amount of any Debt owed by such Loan Party to such other Loan Party for whose benefit such payment is made; provided , further , that under no circumstances shall any Debt owing by CGS Canada to any other Loan Party constitute Intercompany Debt hereunder.

Intercreditor Agreement - the Amended and Restated Intercreditor Agreement dated as of June 8, 2011, by and among the Administrative Agent, the Co-Collateral Agents, the Revolving Agent and the Canadian Revolving Agent, and acknowledged by each Loan Party, as it may be amended, supplemented or otherwise modified from time to time.

Interest Payment Date - the first (1st) day of each month commencing on the first day of the month immediately following the Effective Date and continuing thereafter until the Maturity Date.

Interest Period - the one (1) month period immediately preceding the Interest Payment Date relating thereto.

Inventory - as defined in the UCC or the PPSA, as applicable, including all goods intended for sale, lease, display or demonstration; all work in process; and all raw materials, and other materials and supplies of any kind that are or could be used in connection with the manufacture, printing, packing, shipping, advertising, sale, lease or furnishing of such goods, or otherwise used or consumed in such Person’s business (but excluding Equipment).

Investment - any (a) acquisition of all or substantially all assets of, or any line of business or division of, a Person; (b) acquisition of record or beneficial ownership of any Capital Stock of a Person; (c) loan, advance or capital contribution to, guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor guarantees Debt of such other Person, or (d) other investment in a Person.

Investment Property - as defined in the UCC or the PPSA, as applicable.

ITA - the Income Tax Act (Canada), as the same may be amended from time to time, and any regulation promulgated thereunder.

Lender Indemnitees - the Lenders and their officers, directors, employees, Affiliates, branches, agents, advisors and attorneys.

Lenders - as defined in the preamble to this Agreement, including any other Person who hereafter becomes a “Lender” pursuant to the terms hereof. For the purposes of the Other Agreements and the Security Documents, “Lenders” means and is deemed to include the Secured Parties.

Letter-of-Credit Right - as defined in the UCC.

Licensor - any Person from whom a Loan Party obtains the right to use any Intellectual Property.

Lien Priority Agreement - an agreement, in form and substance reasonably satisfactory to the Administrative Agent, in respect of any Collateral located in the province of Québec, Canada on premises owned by a Person that is not a Loan Party (the “ Owner ”), to which Owner a Loan Party has granted a hypothec, which agreement shall provide, without limitation, that such Owner waives or subordinates or cedes priority of preference and rank in any Lien it may have on any part of the Collateral in favor of the Administrative Agent.

Lien Waiver - an agreement, in form and substance reasonably satisfactory to the Administrative Agent, by which (a) for any Collateral located on a leased or mortgaged premises, the lessor or mortgagee waives or subordinates any Lien it may have on the Collateral, and agrees to permit the Administrative Agent to gain access to and enter upon the premises and remove the Collateral or to use the premises to store or dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on the Collateral, agrees to hold any Documents in its possession relating to the Collateral as agent for the Administrative Agent, agrees to permit the Administrative Agent to gain access to and enter upon the premises and remove the Collateral or to use the premises to store or dispose of the Collateral and/or agrees to deliver the Collateral to the Administrative Agent upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges the Administrative Agent’s Lien, waives or subordinates any Lien it may have on the Collateral, and agrees to deliver the Collateral to the Administrative

Agent upon request; and (d) for any Collateral subject to a Licensor’s Intellectual Property rights, the Licensor grants to the Administrative Agent the right, vis-à-vis such Licensor, to enforce the Administrative Agent’s Liens with respect to the Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License, in each case, to the extent permitted by Applicable Law.

Loan Account - the loan account established by each Lender on its books pursuant to Section 5.7 .

Loan Documents - this Agreement, the Other Agreements and the Security Documents.

Loan Party - each Borrower and each Guarantor.

Loan to Value Reserve - as defined in the Revolving Credit Agreement.

Management Agreement - that certain Amended and Restated Management Consulting Services Agreement, dated as of June 8, 2011, between the Canadian Borrower and Montrovest B.V., as the same may be amended from time to time in accordance with the terms hereof and the Management Subordination Agreement.

Management Debt - collectively, all obligations (including, without limitation, retainer fees and indemnification expenses) of the Borrowers to Montrovest B.V. pursuant to the Management Agreement.

Management Subordination Agreement - that certain Amended and Restated Management Subordination Agreement dated as of the Effective Date among the Canadian Borrower, Montrovest B.V., the Canadian Revolving Agent, and the Administrative Agent, as the same may hereafter be amended, restated, supplemented or otherwise modified with the consent of the Agents.

Margin Stock - as defined in Regulation U of the Board of Governors.

Material Adverse Effect - the effect of any event or circumstance that, taken alone or in conjunction with other events or circumstances, has or could be reasonably expected to have a material adverse effect on: (a) the business, operations, liabilities (actual or contingent), Properties, or condition (financial or otherwise) of the Loan Parties considered as a whole, or the value of the Collateral, taken as a whole, the enforceability of any Loan Documents, or on the validity or priority of the Administrative Agent’s Liens on any Collateral; (b) the ability of the Loan Parties taken as a whole to perform any obligations under the Loan Documents, including repayment of any Obligations; (c) the rights and remedies of the Agents or the Lenders under the Loan Documents or the ability of any Agent or any Lender to enforce or collect the Obligations or to realize upon the Collateral or (d) the legality, validity, binding effect or enforceability of any Loan Document against any Loan Parties which is a party to such Loan Document.

Material Contract - any agreement or arrangement to which any Loan Party or any of its Subsidiaries is party (other than the Loan Documents) (a) for which breach, termination, nonperformance or failure to renew could reasonably be expected to have a Material Adverse Effect, or (b) that relates to Debt in an aggregate amount of the Dollar Equivalent of $2,500,000 or more. Notwithstanding anything to the contrary contained in this Agreement, the term “Material Contract” shall include, for all purposes, each of the following: (i) the Revolving Loan Documents (and any refinancings, renewals or extensions thereof), (ii) the Quebec Subordinated

Debt Documents, (iii) the Rolex USA Documents and the Rolex Canada Documents, (iv) the Montrovest Debt Documents, (v) the Damiani Debt Documents, and (vi) any Additional Subordinated Debt Documents.

Maturity Date - June 8, 2015.

Mayor’s - Mayor’s Jewelers, Inc., a Delaware corporation.

Mayor’s Florida - Mayor’s Jewelers of Florida, Inc. (f/k/a Mayor’s Jewelers, Inc.), a Florida corporation.

Montrovest Debt - all Debt owing to Montrovest B.V. under the Montrovest Debt Documents and permitted pursuant to Sections 10.2.1(j) and 10.2.1(l) .

Montrovest Debt Documents - collectively, (i) the Amended and Restated Cash Advance Agreement dated as of June 8, 2011 by and between the Canadian Borrower and Montrovest B.V., (ii) the Amended and Restated Cash Advance Agreement dated as of June 8, 2011 by and between the Canadian Borrower and Montrovest B.V., and (iii) any other loan agreement entered into by and between the Canadian Borrower and Montrovest B.V., provided that any such other loan agreement shall be subject to a Subordination Agreement in form, scope and substance satisfactory to the Agents.

Montrovest Subordination Agreement - collectively, (i) Section 5.6 of the Montrovest Debt Documents referred to in clauses (i) and (ii) of the definition of “Montrovest Debt Documents”, and (ii) the Amended and Restated Postponement and Subordination Agreement, dated as of the Effective Date, among the Canadian Borrower, Montrovest B.V., the Administrative Agent, and the Revolving Canadian Agent, in each case as hereafter amended, restated, supplemented or otherwise modified with the consent of the Agents.

Moody’s - Moody’s Investors Service, Inc., and its successors.

Mortgage - each mortgage, deed of trust, deed of hypothec, or deed to secure debt pursuant to which a Loan Party grants to the Administrative Agent, for the benefit of the Secured Parties, Liens upon the Real Estate interests (fee, leasehold or otherwise) then held by any Loan Party, as security for the Obligations.

Multiemployer Plan - any multiemployer plan within the meaning of §3(37) of ERISA maintained or contributed to by the Borrowers or any ERISA Affiliate and subject to Title IV of ERISA.

Non-Canadian Loan Party - any Loan Party that is not a Canadian Loan Party.

Notes - each promissory note executed by a Borrower to evidence any Obligations, including each such promissory note in the form of Exhibit A-1 or Exhibit A-2 .

Obligations - all (a) principal of and premium, if any, on the Term Loan, (b) interest, expenses, fees and other sums payable by the Loan Parties under the Loan Documents, (c) obligations of the Loan Parties under any indemnity for Claims, (d) Extraordinary Expenses, and (f) other Debts, obligations and liabilities of any kind owing by the Loan Parties pursuant to the Loan Documents, in each case, whether now existing or hereafter arising, whether evidenced by a note or other writing, whether or not allowed in any Insolvency Proceeding, whether arising from

a loan, guaranty, indemnification or otherwise, and whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, or joint or several.

Ordinary Course of Business - the ordinary course of business of the Borrowers, the Guarantors or any of their Subsidiaries, consistent with past practices and undertaken in good faith.

OSHA - the Occupational Safety and Hazard Act of 1970.

Other Agreements - the Intercreditor Agreement, the Post-Closing Agreement and each Note, Subordination Agreement, Related Real Estate Document, Borrowing Base Certificate, Compliance Certificate, financial statement or report delivered hereunder, together with each other document, instrument or agreement (other than this Agreement or a Security Document) now or hereafter delivered by a Loan Party or other Person to any Agent or any Lender in connection with any transactions relating hereto.

Participant - as defined in Section 13.5 .

Patriot Act - the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. No. 107-56, 115 Stat. 272 (2001).

Patent Security Agreement - the Patent Collateral Assignment and Security Agreement among the Loan Parties and the Administrative Agent.

Payment Intangible - as defined in the UCC.

Payment Item - cash and each check, draft, credit card slip, receipt, note, instrument and any other item of payment payable to a Borrower, including those constituting proceeds of any Collateral.

PBGC - the Pension Benefit Guaranty Corporation created by Section 4002 of ERISA and any successor entity or entities having similar responsibilities.

Permitted Lien - as defined in Section 10.2.2 .

Permitted Store Closings - the closing of (i) five (5) retail locations of the Loan Parties in the aggregate in any calendar year, (ii) five (5) temporary retail locations, to the extent opened by

the Loan Parties and closed within six (6) months of such opening, in the aggregate in any calendar year, and (iii) the retail locations listed on Schedule 1.1(c) .

Post-Closing Agreement - that certain Post-Closing Agreement dated as of the Effective Date and entered into by and among the Loan Parties and the Administrative Agent, in form, scope and substance satisfactory to the Agents.

Private Label Accounts - Accounts due on the Borrowers’ private label credit card programs.

Properly Contested - with respect to any obligation of any Loan Party, (a) the obligation is subject to a bona fide dispute regarding amount or such Loan Party’s liability to pay; (b) the obligation is being properly contested in good faith by appropriate proceedings promptly instituted and diligently pursued; (c) appropriate reserves have been established in accordance with GAAP; (d); no Lien is imposed on assets of such Loan Party, unless bonded and stayed to the satisfaction of the Agents; and (f) if the obligation results from entry of a judgment or other order, such judgment or order is stayed pending appeal or other judicial review.

Property - any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

Pro Rata - with respect to any Lender, (i) with respect to the portion of the Term Loan made to the Canadian Borrower, a percentage (expressed as a decimal, rounded to the fourth decimal place) determined by dividing the amount of such Lender’s share of such portion of the Term Loan then outstanding by the Total Outstandings with respect to such portion of the Term Loan, (ii) with respect to the portion of the Term Loan made to the US Borrower, a percentage (expressed as a decimal, rounded to the fourth decimal place) determined by dividing the amount of such Lender’s share of such portion of the Term Loan then outstanding by the Total Outstandings with respect to such portion of the Term Loan, and (iii) with respect to the Term Loan, a percentage (expressed as a decimal, rounded to the fourth decimal place) determined by dividing the amount of such Lender’s share of the Term Loan then outstanding by the Total Outstandings.

Protective Advance - as defined in Section 2.1.4 .

Quebec Subordinated Debt - collectively, (i) all Debt owing to Investissement Québec (successor in interest to La Financière du Québec by virtue of decree 315-2004) under the Quebec Subordinated Debt Documents in the original aggregate maximum principal amount of Cdn. $12,900,000, of which a balance in the aggregate principal amount not to exceed Cdn. $12,000,000 remains outstanding as of the Effective Date, and subject to the Quebec Subordination Agreements and (ii) all other Debt owing to Investissement Québec under the

Quebec Subordinated Debt Documents, which Debt shall be expressly subordinate to Full Payment of the Obligations pursuant to the Quebec Subordination Agreements.

Quebec Subordinated Debt Documents - collectively, (i) that certain Offre de Prêt (Loan Offer) from Investissement Québec to the Canadian Borrower on October 6, 2008, in respect of a term loan in the original maximum principal amount of Cdn. $2,900,000, and all security and other accessory documents or instruments thereto at any time, and subject at all times to the Quebec Subordination Agreements, (ii) that certain Offre de Prêt (Loan Offer) from Investissement Québec to the Canadian Borrower on February 20, 2009, in respect of a term loan in the original maximum principal amount of Cdn. $10,000,000, and all security and other accessory documents or instruments thereto at any time, and subject at all times to the Quebec Subordination Agreements, and (iii) all other agreements, documents and instruments evidencing all or any portion of the Quebec Subordinated Debt, and subject at all times to the Quebec Subordination Agreements.

Quebec Security Documents - a deed of hypothec and issue of debentures charging the universality of all present and future movable property of the grantor thereunder, a debenture and a pledge of debenture agreement as contemplated by Section 12.1.1(c) executed and delivered by any Loan Party.

Quebec Subordination Agreements - collectively, (i) that certain Cession de Rang (Subordination) dated as of March 5, 2009, by Investissement Québec in favor of each of the Administrative Agent and the Revolving Agent, and (ii) that certain Subordination and Postponement Agreement dated as of February 19, 2009, by and among Investissement Québec, the Canadian Revolving Agent, the Revolving Agent, the Administrative Agent and the Canadian Borrower, in each case as may hereafter be amended, restated, supplemented or otherwise modified with the consent of the Agents.

RCRA - the Resource Conservation and Recovery Act (42 U.S.C. §§ 6991-6991i).

Real Estate - all right, title and interest (whether as owner, lessor or lessee) in any real or immovable Property or any buildings, structures, parking areas or other improvements thereon.

certified by a licensed surveyor reasonably acceptable to the Agents; (d) flood insurance in an amount, with endorsements and by an insurer reasonably acceptable to the Agents, if the Real Estate is within a flood plain; (e) a current appraisal of the Real Estate, prepared by an appraiser reasonably acceptable to the Agents; (f) a Phase I (and to the extent appropriate, Phase II) environmental assessment report, prepared by an environmental consulting firm reasonably satisfactory to the Agents, and accompanied by such reports, certificates, studies or data as the Agents may reasonably require, which shall all be in form and substance reasonably satisfactory to the Agents; and (g) an Environmental Agreement and such other documents, instruments or agreements as the Agents may reasonably require with respect to any environmental risks regarding the Real Estate.

Report - as defined in Section 12.2.3 .

Required Lenders - as of any date, (i) the Agents and (ii) at least two Lenders (subject to Section 4.2 but who may be the Agents) whose Pro Rata share of the Term Loan constitutes at least fifty-one percent (51%) of the Total Outstandings. For purposes of this definition only, a Lender and all Approved Funds with respect to such Lender shall constitute a single Lender.

Restricted Junior Payment - (i) any dividend or other distribution, direct or indirect, on account of any shares of any class of Capital Stock of the Borrowers or any Subsidiary now or hereafter outstanding, except a dividend payable solely in shares of that class of Capital Stock to the holders of that class; (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of Capital Stock of the Borrowers or any Subsidiary now or hereafter outstanding; (iii) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of Capital Stock of the Borrowers now or hereafter outstanding; (iv) any payment or prepayment of Debt by the Loan Parties or their Subsidiaries to any Excluded Subsidiary; (v) any payment or prepayment of Debt by the Loan Parties or their Subsidiaries to the Loan Parties’ or any Subsidiary’s shareholders (or other equity holders); (vi) derivatives or other transactions with any financial institution, commodities or stock exchange or clearinghouse (a “ Derivatives Counterparty ”) obligating the Borrowers or any Subsidiary to make payments to such Derivatives Counterparty as a result of any change in market value of any Capital Stock of the Borrowers or such Subsidiary; or (vii) any payments on account of management, consulting or similar fees or any success fees (including, without limitation, the Management Debt) to (A) an equity holder of any Loan Party, which equity holder owns directly or indirectly at least fifty-one percent (51%) of the Voting Stock of such Loan Party (a “ Majority Holder ”), (B) an Affiliate of any Loan Party, or (C) an Affiliate of any Majority Holder of a Loan Party.

Revolver Excess Availability - as defined in the Revolving Credit Agreement.

Revolving Agent - the “Administrative Agent”, as defined in the Revolving Credit Agreement.

Revolving Borrowing Capacity - the “Aggregate Revolver Borrowing Capacity”, as defined in the Revolving Credit Agreement.

Revolving Credit Agreement - the Second Amended and Restated Revolving Credit and Security Agreement dated as of the Effective Date by and between, among others, the Borrowers party thereto from time to time, the Guarantors party thereto from time to time, the Revolving Lenders party thereto from time to time, the Revolving Agent, and the Canadian Revolving Agent,

as amended from time to time to the extent permitted hereunder and in accordance with the Intercreditor Agreement.

Revolving Lenders - the agents and the lenders under the Revolving Credit Agreement and the other Revolving Loan Documents.

Revolving Loans - the credit extensions (including, without limitation, the “Loans” (as defined in the Revolving Credit Agreement)) provided to the Borrowers by the Revolving Lenders under the Revolving Loan Documents.

Revolving Loan Debt - all “Obligations” (as defined in the Revolving Credit Agreement) owing to the Revolving Secured Parties under the Revolving Loan Documents.

Revolving Loan Documents - the “Loan Documents” under and as defined in the Revolving Credit Agreement.

Revolving Secured Parties - the “Secured Parties”, as defined in the Revolving Credit Agreement.

Rolex Canada Liens - Liens on the Rolex Canada Collateral granted in favor of Rolex Canada Ltd. pursuant to the Rolex Canada Security Agreement, to the extent that such Liens are junior and subordinate to the Liens securing the Obligations on terms and conditions satisfactory to the Agents.

Rolex Canada Subordination Agreement - the subordination provisions of the Rolex Canada Security Agreement, which shall be on terms and conditions satisfactory to the Agents, and affirmed by Rolex Canada Ltd. pursuant to an acknowledgement letter in form and substance satisfactory to the Agents, and addressed to the Administrative Agent from Rolex Canada Ltd. and acknowledged by the Canadian Borrower, as the same may hereafter be amended, restated, supplemented or otherwise modified with the consent of the Agents.

Rolex USA Collateral - Collateral of any US Loan Party consisting of Rolex, Tudor and Cellini watches, watchbands, parts and other accessories now or hereafter sold by Rolex Watch

U.S.A., Inc. to such US Loan Party, and all other new Rolex, Tudor and Cellini watches, watch bands, parts and other accessories hereinafter held by such US Loan Party and all cash proceeds of any of the foregoing, including insurance proceeds (but specifically excluding accounts receivable), together with all rights and property of every kind at any time in the possession or control of Rolex Watch U.S.A., Inc., or any of its agents, or in transit to it, belonging to, for the account of, or subject to the order of such US Loan Party.

Rolex USA Documents - collectively, (i) the Rolex Store Sales Agreement and the Approved Location Sales Agreement, each dated as of August 1, 2010 between Rolex Watch U.S.A., Inc. and Mayor’s Florida (as amended and in effect on the Effective Date), and (ii) the Rolex USA Security Agreement.

Rolex USA Liens - Liens on the Rolex USA Collateral granted in favor of Rolex Watch U.S.A., Inc. pursuant to the Rolex USA Security Agreement, to the extent that such Liens are junior and subordinate to the Liens securing the Obligations on terms and conditions satisfactory to the Agents.

Rolex USA Subordination Agreement - Section 9 of the Rolex USA Security Agreement, as affirmed by Rolex Watch U.S.A., Inc. on December 17, 2008 pursuant to an acknowledgment letter from Rolex Watch U.S.A., Inc. and acknowledged by Mayor’s Florida, as the same may hereafter be amended, restated, supplemented or otherwise modified with the consent of the Agents.

S&P - Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and its successors.

Sarbanes-Oxley - the Sarbanes-Oxley Act of 2002.

Seasonal Availability Block - as defined in the Revolving Credit Agreement.

Secured Parties - the Agents and the Lenders.

Security Documents - this Agreement, each Guaranty, the Trademark Assignments, the Patent Security Agreement, the Stock Pledge Agreements, the Canadian Security Documents, and the Deposit Account Control Agreements, together with all security agreements, deeds of hypothec, pledge agreements, Mortgages or other collateral security agreements, instruments or documents (including Lien Waivers and Lien Priority Agreements) entered into or to be entered into by any Person pursuant to which such Person grants or perfects a security interest in its assets to the Administrative Agent in order to secure any of the Obligations, including, without limitation PPSA and UCC financing statements and certified statements issued by the Québec Register of Personal and Movable Real Rights, required to be executed or delivered pursuant to any Security Document.

Senior Officer - the chairman of the board, president, chief executive officer, treasurer or chief financial officer of a Borrower or, if the context requires, a Loan Party.

Software - as defined in the UCC.

Stock Pledge Agreements - collectively, (i) the Amended and Restated Stock Pledge Agreement among the US Loan Parties and the Administrative Agent, and (ii) the Amended and Restated Pledge Agreement among the Canadian Loan Parties and the Administrative Agent.

Subordinated Debt - collectively, the Management Debt, the Quebec Subordinated Debt, the Montrovest Debt, the Damiani Debt and any Additional Subordinated Debt.

Subordination Agreements - collectively, the Management Subordination Agreement, the Rolex USA Subordination Agreement, the Rolex Canada Subordination Agreement, the Quebec Subordination Agreements, the Montrovest Subordination Agreement, the Damiani Subordination Agreement and any other subordination agreement entered into by or among any Loan Party, any subordinated creditor and the Administrative Agent in form, scope and substance satisfactory to the Agents, in each case as amended, restated, supplemented or otherwise modified with the consent of the Agents.

Supporting Obligation - as defined in the UCC.

Authority, and all interest, penalties and similar liabilities relating thereto. For greater certainty, Taxes shall include all Taxes imposed pursuant to Part XIII of the ITA or any successor provisions thereto.

Term Loan - as defined in Section 2.1.1 .

Term Loan Borrowing Capacity - at any time, an amount equal to (a) the sum of (i) 103.5% of the Appraised Inventory Liquidation Value of each Eligible Inventory Category; plus (ii) 90% of the Appraised A/R Liquidation Value of Eligible Private Label and Corporate Accounts; plus (iii) 90% of the Eligible Major Credit Card Receivables; minus (and without any other duplication of Availability Reserves imposed by the Revolving Agent under the Revolving Credit Agreement) (b) the sum of (i) the Availability Reserves, (ii) the Availability Block, (iii) the Seasonal Availability Block, and (iv) the Term Loan Discretionary Reserve.

Term Loan Discretionary Reserve - as defined in the Revolving Credit Agreement.

Term Loan Facility Amount - $18,000,000.

Termination Date - the earliest to occur of (i) the Maturity Date, (ii) the date on which the maturity of the Term Loan is accelerated in accordance with Section 11.2 , (iii) the termination of the Revolving Credit Agreement, or (iv) the date of the occurrence of an Event of Default pursuant to Section 11.1(j) .

Total Outstandings - the aggregate principal balance of the Term Loan owing to all Lenders.

Trademark Assignments - the several Trademark Collateral Security and Pledge Agreements made by the Borrowers and their Subsidiaries in favor of the Administrative Agent and the Assignments of Trademarks and Service Marks executed in connection therewith, all in form and substance satisfactory to the Administrative Agent.

Transferee - any actual or potential Eligible Assignee, Participant or other Person acquiring an interest in any Obligations.

US Borrower - as defined in the preamble hereto.

US Concentration Account - a special concentration account established by the US Borrower with the Revolving Agent, subject to the control of the Control Agent.

US Guarantors - all Subsidiaries of the Borrowers that have executed a Guaranty and are organized under the laws of any political subdivision of the United States, and, with respect to the Term Loan made to the Canadian Borrower, the US Borrower.

US Loan Parties - collectively, the US Borrower and the US Guarantors.

similar functions) of the Person involved, whether or not the right so to vote exists by reason of the happening of a contingency.

WFC - Wells Fargo Credit, Inc., a Delaware corporation, and its successors and assigns.

1.2. Accounting Terms . Under the Loan Documents (except as otherwise specified herein), all accounting terms shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, in accordance with GAAP applied on a basis consistent with the most recent audited financial statements of the Borrowers delivered to the Agents before the Effective Date and using the same inventory valuation method as used in such financial statements, except for any change required or permitted by GAAP if the Borrowers’ certified public accountants concur in such change and the change is disclosed to the Agents. If any such accounting change results in a change in any of the calculations required by Section 10.2.12 that would not have resulted had such accounting change not occurred, the parties hereto agree to enter into negotiations in order to amend such provisions so as to equitably reflect such change such that the criteria for evaluating compliance with such covenants by the Borrowers shall be the same after such change as if such change had not been made; provided , however , that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Section 10.2.12 shall be given effect until such provisions are amended to reflect such changes in GAAP.

1.3. Certain Matters of Construction . The terms “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision. Any pronoun used shall be deemed to cover all genders. In the computation of periods of time from a specified date to a later specified date, “from” means “from and including,” and “to” and “until” each mean “to but excluding.” The terms “including” and “include” shall mean “including, without limitation” and, for purposes of each Loan Document, the parties agree that the rule of ejusdem generis shall not be applicable to limit any provision. Section titles appear as a matter of convenience only and shall not affect the interpretation of any Loan Document. All references to (a) laws or statutes include all related rules, regulations, interpretations, amendments and successor provisions; (b) any document, instrument or agreement include any amendments, waivers and other modifications, extensions or renewals (to the extent permitted by the Loan Documents); (c) any section means, unless the context otherwise requires, a section of this Agreement; (d) any exhibits or schedules mean, unless the context otherwise requires, exhibits and schedules attached hereto, which are hereby incorporated by reference; (e) any Person include successors and assigns; or (f) discretion of any Agent or any Lender means the sole and absolute discretion of such Person. Unless the context otherwise requires, all determinations (including calculations of the Term Loan Borrowing Capacity, Revolver Excess Availability and Fixed Charge Coverage Ratio) made from time to time under the Loan Documents shall be made in light of the circumstances existing at such time. The Term Loan Borrowing Capacity calculations shall be consistent with historical methods of valuation and calculation, and otherwise reasonably satisfactory to the Agents (and not necessarily calculated in accordance with GAAP). The Borrowers shall have the burden of establishing any alleged negligence, misconduct or lack of good faith by the Agents or any Lender under any Loan Documents. No provision of any Loan Documents shall be construed against any party by reason of such party having, or being deemed to have, drafted the provision. For purposes of any Collateral located in the Province of Quebec or charged by any deed of hypothec (or any other Loan Document) and for all other purposes pursuant to which the interpretation or construction of a Loan Document may be subject to the laws of the Province of Quebec or a court or tribunal exercising jurisdiction in the Province of Quebec, (i) “personal property” shall be deemed to include “movable property”, (ii) “real property” shall be deemed to include “immovable property” and an “easement” shall be deemed to include a “servitude”, (iii) “tangible property” shall be deemed to include “corporeal property”, (iv) “intangible property” shall be deemed to include “incorporeal property”, (v) “security interest” and “mortgage” shall be deemed to include a “hypothec”, (vi) all references to filing, registering

or recording under the PPSA or UCC shall be deemed to include publication under the Civil Code of Quebec, and all references to releasing any Lien shall be deemed to include a release, discharge and mainlevee of a hypothec, (vii) all references to “perfection” of or “perfected” Liens shall be deemed to include a reference to the “opposability” of such Liens to third parties, (viii) any “right of offset”, “right of setoff” or similar expression shall be deemed to include a “right of compensation”, (ix) “goods” shall be deemed to include “corporeal movable property” other than chattel paper, documents of title, instruments, money and securities, and (x) an “agent” shall be deemed to include a “mandatary”.

1.4. [Reserved.]

1.5. Times of Day . Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

1.6. Conversions of Foreign Currencies . The Administrative Agent shall determine the Dollar Equivalent of any amount as required hereby, and a determination thereof by the Administrative Agent shall be conclusive absent manifest error. The Administrative Agent may, but shall not be obligated to, rely on any determination made by any Loan Party in any document delivered to the Administrative Agent. The Administrative Agent may determine or redetermine the Dollar Equivalent of any amount on any date either in its own discretion or upon the request of any Lender. The Administrative Agent may set up appropriate rounding off mechanisms or otherwise round-off amounts hereunder to the nearest higher or lower amount in whole Dollar or cent to ensure amounts owing by any party hereunder or that otherwise need to be calculated or converted hereunder are expressed in whole Dollars or in whole cents, as may be necessary or appropriate.

SECTION 2. CREDIT FACILITY

2.1. Term Loan Facility .

2.1.1. Term Loan . (a) Subject to the terms and conditions set forth in this Agreement, on the Effective Date, each Lender shall make to (i) the US Borrower a term loan in the principal amount equal to its Pro Rata share of Seventeen Million Five Hundred Thousand Dollars ($17,500,000), and (ii) the Canadian Borrower a term loan in the principal amount equal to its Pro Rata share of Five Hundred Thousand Dollars ($500,000) (such aggregate amount of term loans to the US Borrower and the Canadian Borrower, the “ Term Loan ”), provided that, in no event shall the aggregate Term Loan made by any Lender exceed such Lender’s Commitment. The US Borrower acknowledges prior receipt of Thirteen Million Dollars ($13,000,000) of the Term Loan (which has since been reduced to $12,500,000 and thus the amount to be funded on the Effective Date shall be only Five Million Dollars ($5,000,000) to the US Borrower and Five Hundred Thousand Dollars ($500,000) to the Canadian Borrower. The Commitments shall be terminated upon the funding on the Term Loan on the Effective Date. The Term Loan is not a revolving credit facility and may not be repaid and redrawn and any repayments or prepayments of principal on the Term Loan shall permanently reduce the Term Loan. The obligations of the Lenders hereunder are several and not joint or joint and several. Each Borrower irrevocably authorizes the Administrative Agent and the Lenders to disburse the proceeds of the Term Loan on the Effective Date in accordance with the terms of this Agreement. The entire unpaid principal balance of the Term Loan shall be due and payable on the Termination Date.

(b) Term Loan Borrowing Capacity . The Combined Total Outstandings shall not exceed the lesser of the Term Loan Borrowing Capacity or the Combined Loan Cap. Until the Full Payment (as defined in the Revolving Credit Agreement) of the Revolving Loan Debt and the termination of the “Commitments” (as defined in the Revolving Credit Agreement), the Term Loan Borrowing Capacity shall be determined from time to time by the Revolving Agent (subject to the limitations

contained in the Intercreditor Agreement) by reference to the most recent Borrowing Base Certificate delivered by the Borrowers.

(c) Term Loan Discretionary Reserve . The Borrowers hereby acknowledge and agree that the Administrative Agent may require that the Revolving Agent impose the Term Loan Discretionary Reserve, in accordance with the terms of the Intercreditor Agreement, at any time.

2.1.2. Notes . The Pro Rata share of the Term Loan made by each Lender and interest accruing thereon shall be evidenced by the records of the Administrative Agent and such Lender. At the request of any Lender, the Borrowers shall deliver a Note to such Lender.

2.1.3. Use of Proceeds . The proceeds of the Term Loan shall be used by the Borrowers solely (a) to pay fees and transaction expenses associated with the closing of this credit facility; and (b) to reduce the Revolving Loan Debt to create availability under the Revolving Borrowing Capacity for use by the Borrowers for working capital and other lawful corporate purposes of the Borrowers and their Subsidiaries in accordance with this Agreement and the Revolving Credit Agreement.

2.1.4. Protective Advances . The Administrative Agent shall be authorized, in its discretion, at any time (including any time that a Default or Event of Default exists), to make advances (“ Protective Advances ”), if the Administrative Agent, after consultation with the Co-Collateral Agents, deems such Protective Advances necessary or desirable to, directly or indirectly, (A) maintain, protect or preserve the value of the Collateral and/or the Administrative Agent’s rights therein as determined in the discretion of the Administrative Agent, including to preserve the Loan Parties’ business assets and infrastructure (such as the payment of insurance premiums, taxes, necessary suppliers, rent and payroll, including without limitation any other payments made concurrently with a payment relating to the maintenance, protection or preservation of value of the Collateral and/or the Administrative Agent’s rights therein or for the preservation of the Loan Parties’ business assets or infrastructure which is made incidentally as a result of the ordinary course operation of the Loan Parties’ treasury management functions), (B) implement and exercise an Enforcement Action with respect to the Collateral, (C) fund an orderly liquidation or wind-down of the Loan Parties’ assets or business or an Insolvency Proceeding (whether or not occurring prior to or after the commencement of an Insolvency Proceeding), (D) enhance the likelihood, or maximize, the repayment of the Obligations, (E) reflect currency fluctuations, or (F) pay any other amounts chargeable to the Loan Parties under any Loan Documents, including costs, fees and expenses. Each Lender shall participate in each Protective Advance on a Pro Rata basis. The Protective Advances shall be secured by the Collateral, shall constitute Obligations hereunder and shall be treated for all purposes as Extraordinary Expenses. The Administrative Agent shall provide the Borrower Agent with written notice of any Protective Advances, provided that failure to provide such notice shall not constitute a default by the Administrative Agent hereunder. In no event shall Protective Advances be required to be made at any time. Any sufferance of a Protective Advance shall not constitute a waiver by the Administrative Agent or the Lenders of the Event of Default caused thereby. In no event shall any Borrower or other Loan Party be deemed a beneficiary of this Section nor authorized to enforce any of its terms.

2.2. Mandatory Prepayments . If at any time the Combined Total Outstandings exceeds the Term Loan Borrowing Capacity then in effect, then (i) until the Full Payment of the Revolving Loan Debt, the Borrowers shall immediately prepay the Revolving Loan Debt, and (ii) thereafter, the Borrowers shall immediately prepay the Term Loan, for the respective accounts of the Lenders in accordance with their Pro Rata share thereof, in each case in an amount necessary to eliminate such excess.

SECTION 3. INTEREST, FEES AND CHARGES

3.1. Rates and Payment of Interest .

3.1.1. Interest Rate . Subject to Section 3.1.2 , the Obligations shall bear interest at a rate equal to the greater of (A) Adjusted LIBOR plus eight percent (8.00%) per annum, or (B) eleven percent (11.00%) per annum. If (i) the Administrative Agent shall determine that on any date for determining Adjusted LIBOR, adequate and fair means do not exist for ascertaining such rate on the basis provided herein, or (ii) any change in any law or interpretation thereof, made after the date hereof, by any Governmental Authority makes it unlawful for a Lender to maintain its Pro Rata share of the Term Loan bearing interest with reference to Adjusted LIBOR as provided herein, then, in each case, subject to Section 3.1.2 , the Obligations shall bear interest at the rate set forth in clause (B) hereof.

3.1.2. Default Interest . During any Event of Default described in Section 11.1(a) , all Obligations shall bear interest at the Default Rate. During any other Event of Default, at the option of any Agent or upon the request of the Required Lenders, all Obligations shall bear interest at the Default Rate. Each Borrower acknowledges that the cost, expense and risk to the Agents and each Lender due to an Event of Default are difficult to ascertain and that the Default Rate is a fair and reasonable estimate to compensate the Agents and the Lenders for such added cost, expense and risk.

3.1.3. Payment of Interest . Interest accrued on the Obligations shall be due and payable in arrears, and each of the Borrowers promises to pay interest to the Lenders (i) on each Interest Payment Date, (ii) on any date of prepayment, with respect to the principal amount of the Term Loan being prepaid, and (iii) on the Termination Date. Interest accrued on any other Obligations shall be due and payable as provided in the Loan Documents and, if no payment date is specified, shall be due and payable on demand . Notwithstanding the foregoing, interest accrued at the Default Rate shall be due and payable on demand.

3.2. Fees .

3.2.1. Early Termination Fee . In the event that prior to the second anniversary of the Effective Date, the Borrowers prepay or are otherwise required to prepay all or any part of the Term Loan for any reason, the Borrowers shall pay to the Administrative Agent, for the ratable benefit of the Lenders, a fee (the “ Early Termination Fee ”) in respect of amounts which are prepaid or are or become payable by reason thereof equal to (a) if such prepayment occurs on or prior to the first anniversary of the Effective Date, three percent (3.0%) of the amounts so prepaid, (b) if such prepayment occurs after the first anniversary of the Effective Date and on or prior to the second anniversary of the Effective Date, one percent (1.0%) of the amounts so prepaid. For greater certainty, if any such prepayment occurs after the second anniversary of the Effective Date, no Early Termination Fee or other fee arising solely on account of prepayment of the Term Loan shall be payable. All parties to this Agreement agree and acknowledge that the Lenders will have suffered damages on account of the early termination of this Agreement and that, in view of the difficulty in ascertaining the amount of such damages, the Early Termination Fee constitutes reasonable compensation and liquidated damages to compensate the Lenders on account thereof.

3.2.2. Commitment Fee . In consideration of the establishment of the credit facility under this Agreement, the Borrowers agree to pay a fee (the “ Commitment Fee ”) to the Administrative Agent, for the account of the Lenders on a Pro Rata basis, in an amount equal to one and one-quarter percent (1.25%) of the Term Loan Facility Amount (such amount being equal to $225,000.00), on the Effective Date. The Commitment Fee shall be fully earned and payable as of the Effective Date and shall not be subject to refund or rebate under any circumstances.

3.2.3. Agent Monitoring Fee . The Borrowers agree to pay to the Administrative Agent, for its own account, on the Effective Date and each anniversary thereof through the later to occur of (i) the Maturity Date, and (ii) the Full Payment of the Obligations, a monitoring fee (the “ Agent Monitoring Fee ”) in the amount of $25,000.

3.3. Computation of Interest, Fees, Yield Protection . All computation of interest, as well as fees and other charges calculated on a per annum basis, shall be computed for the actual days elapsed, based on a year of 360 days. Each determination by the Administrative Agent of any interest, fees or interest rate hereunder shall be final, conclusive and binding for all purposes, absent manifest error. All fees shall be fully earned when due and shall not be subject to rebate or refund, nor subject to proration except as specifically provided herein. All fees payable under Section 3.2 are compensation for services and are not, and shall not be deemed to be, interest or any other charge for the use, forbearance or detention of money. A certificate as to amounts payable by the Borrowers under Section 3.4, 3.7 or 5.8 , submitted to the Borrowers by the Administrative Agent or the affected Lender, as applicable, shall be final, conclusive and binding for all purposes, absent manifest error. For the purpose of complying with the Interest Act (Canada), it is expressly stated that where interest or a fee is calculated pursuant hereto at a rate based upon a 360-day period (for the purposes of this Section, the “first rate”), the yearly rate or percentage of interest to which the first rate is equivalent is the first rate multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 360, and the parties hereto acknowledge that there is a material distinction between the nominal and effective rates of interest and that they are capable of making the calculations necessary to compare such rates and that the calculations herein are to be made using the nominal rate method and not on any basis that gives effect to the principle of deemed reinvestment of interest.

3.4. Reimbursement Obligations . The Borrowers shall reimburse the Agents and the Lenders for all Extraordinary Expenses. Without duplication, the Borrowers shall also reimburse the Agents and the Lenders for all reasonable legal, accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) negotiation, preparation, execution and delivery of any Loan Documents, including any amendment or other modification thereof (whether or not the transactions contemplated hereby or thereby shall be consummated); (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of the Administrative Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b) , each inspection, audit or appraisal with respect to any Loan Party or Collateral, whether prepared by an Agent’s or any Lender’s personnel or a third party. The Borrowers shall also reimburse the Agents and the Lenders for all reasonable costs and expenses incurred by them (whether during an Event of Default or otherwise) in connection with the enforcement or preservation of any rights under this Agreement or any of the other Loan Documents (including during any workout, restructuring or negotiations in respect of the Term Loan, Loan Documents or the transactions contemplated thereby). All amounts reimbursable by the Borrowers under this Section 3.4 shall constitute Obligations secured by the Collateral and shall be payable within twenty Business Days after presentation by the applicable Agent or the applicable Lender to the Borrowers of a reasonably detailed itemization of such amounts.

3.5. [Reserved.]

3.6. [Reserved.]

3.7. Capital Adequacy . If a Lender determines that any introduction of or any change in a Capital Adequacy Regulation, any change in the interpretation or administration of a Capital Adequacy Regulation by a Governmental Authority charged with interpretation or administration thereof, or any compliance by such Lender or any Person controlling such Lender with a Capital Adequacy Regulation,

in each case made after the date hereof, increases the amount of capital required or expected to be maintained by such Lender or Person (taking into consideration its capital adequacy policies and desired return on capital) as a consequence of such Lender’s Pro Rata share of the Term Loan or other obligations under the Loan Documents, then the Borrowers shall, within ten days following demand therefor, pay such Lender an amount sufficient to compensate for such increase. A Lender’s demand for payment shall set forth the nature of the occurrence giving rise to such compensation and a calculation of the amount to be paid. In determining such amount, the Lender may use any reasonable averaging and attribution method.

3.8. Mitigation . Each Lender agrees that, upon becoming aware that it is subject to Section 3.7 or 5.8 , it will take reasonable measures to reduce the Borrowers’ obligations under such Sections, including maintaining such Lender’s Pro Rata share of the Term Loan through another office, as long as use of such measures would not adversely affect such Lender’s Pro Rata share of the Term Loan, business or interests, and would not be inconsistent with any applicable legal or regulatory restriction.

3.9. [Reserved.]

3.10. Maximum Interest . In no event shall interest, charges or other amounts that are contracted for, charged or received by the Agents and the Lenders pursuant to any Loan Documents and that are deemed interest under Applicable Law (“ interest ”) exceed the highest rate permissible under Applicable Law (“ maximum rate ”). If, in any period, any interest rate, absent the foregoing limitation, would have exceeded the maximum rate, then the interest rate for that month shall be the maximum rate and, if in a future month, that interest rate would otherwise be less than the maximum rate, then the rate shall remain at the maximum rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the maximum rate. If, upon payment in full, in cash, of the Obligations, the total amount of interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section 3.10 , have accrued under the Loan Documents, then the Borrowers shall, to the extent permitted by Applicable Law, pay to the Administrative Agent, for the account of the Lenders, (a) the lesser of (i) the amount of interest that would have been charged if the maximum rate had been in effect at all times, or (ii) the amount of interest that would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) the amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that any Agent or any Lender has received interest in excess of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by the Administrative Agent or any Lender), and upon payment in full, in cash of the Obligations, any balance shall be refunded to the Borrowers. In determining whether any excess interest has been charged or received by any Agent or any Lender, all interest at any time charged or received from the Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations.

3.11. Replacement of the Lenders . In the event that any Lender is a Defaulting Lender (each an “ Affected Lender ”), then the Borrower Agent may, at its option, notify the Administrative Agent and such Affected Lender of its intention to replace the Affected Lender. So long as no Default or Event of Default shall have occurred and be continuing, the Borrower Agent, with the consent of the Administrative Agent, may obtain, at the Borrowers’ expense, a replacement Lender (“ Replacement Lender ”) for the Affected Lender, which Replacement Lender must be (i) an Eligible Assignee and (ii) satisfactory to the Administrative Agent. If the Borrowers obtain a Replacement Lender within ninety (90) days following notice of their intention to do so, the Affected Lender must sell and assign its Pro Rata share of the Term Loan to such Replacement Lender for an amount equal to the principal balance of

its Pro Rata share of the Term Loan held by the Affected Lender and all accrued interest and fees with respect thereto through the date of such sale; provided that the Borrowers shall have reimbursed such Affected Lender for the additional amounts or increased costs that it is entitled to receive under this Agreement through the date of such sale and assignment. Furthermore, if the Borrower Agent gives a notice of intention to replace and does not so replace such Affected Lender within ninety (90) days thereafter, the Borrowers’ rights under this paragraph as to such noticed replacement and in connection with such Affected Lender shall terminate.

3.12. Dodd-Frank Act . Notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act, and all regulations, rules, guidelines and directives promulgated thereunder and (y) all rules, guidelines or directives promulgated by the Bank for International settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall, in each case, be deemed to have been adopted after the date hereof, regardless of the date enacted, adopted or issued.

SECTION 4. LOAN ADMINISTRATION

4.1. [Reserved.]

4.2. Defaulting Lender . If a Lender fails to make any payment to the Administrative Agent that is required hereunder (a “ Defaulting Lender ”), the Administrative Agent may (but shall not be required to), in its discretion, retain payments that would otherwise be made to such Defaulting Lender hereunder and apply the payments to such Lender’s defaulted obligations. The failure of any Lender to fund a portion of the Term Loan in an amount equal to such Lender’s Commitment shall not relieve any other Lender of its obligations hereunder, and no Lender shall be responsible for default by another Lender. The Lenders and the Administrative Agent agree (which agreement is solely among them, and not for the benefit of or enforceable by any Borrower) that, solely for purposes of determining a Defaulting Lender’s right to vote on matters relating to the Loan Documents and to share in payments, fees and Collateral proceeds thereunder, a Defaulting Lender shall not be deemed to be a “Lender” until all its defaulted obligations have been cured.

4.3. [Reserved.]

4.4. The Borrower Agent . Each Borrower hereby designates the US Borrower (“ Borrower Agent ”) as its representative and agent for all purposes under the Loan Documents, including delivery or receipt of communications with the Agents or any Lender, preparation and delivery of Borrowing Base Certificates and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Agents or any Lender. The Borrower Agent hereby accepts such appointment. The Agents and the Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or communication (including any notice of borrowing) delivered by the Borrower Agent on behalf of any Borrower. The Agents and the Lenders may give any notice or communication with a Borrower hereunder to the Borrower Agent on behalf of such Borrower. The Agents shall have the right, in its discretion, to deal exclusively with the Borrower Agent for any or all purposes under the Loan Documents. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Borrower Agent shall be binding upon and enforceable against it.

4.5. Effect of Termination . On the Termination Date, all Obligations shall be immediately due and payable. All undertakings of the Borrowers contained in the Loan Documents shall survive any

termination, and the Administrative Agent shall retain its Liens in the Collateral and all of its rights and remedies under the Loan Documents until Full Payment of the Obligations (including all accrued and unpaid principal, interest and fees, and any other Obligations then due and owing, and any appropriate collateral deposits in connection therewith). Notwithstanding such Full Payment of the Obligations (including all accrued and unpaid principal, interest and fees, and any other Obligations then due and owing, and any appropriate collateral deposits in connection therewith), the Administrative Agent shall not be required to terminate its Liens in any Collateral unless, with respect to any damages the Administrative Agent may incur as a result of the dishonor or return of Payment Items applied to Obligations, the Administrative Agent receives (a) a written agreement, executed by the Borrowers and any Person whose advances are used in whole or in part to satisfy the Obligations, indemnifying the Agents and the Lenders from any such damages; (b) such Cash Collateral as the Administrative Agent, in its discretion, deems necessary to protect against any such damages; or (c) such other protections as the Administrative Agent, in its discretion, deems necessary to protect against any such damages. The provisions of Sections 3.4, 3.7, 4.5, 5.4, 5.8, 12, and 14.2 , and the obligation of each Loan Party and the Lender with respect to each indemnity given by it in any Loan Document, shall survive Full Payment of the Obligations and any release relating to this credit facility.

SECTION 5. PAYMENTS

5.1. General Payment Provisions . All payments of Obligations shall be made in Dollars, without condition, offset, counterclaim, recoupment or defense of any kind, free of (and without deduction for) any Taxes, and in immediately available funds, not later than 2:00 p.m. on the due date. Any payment after such time shall be deemed made on the next Business Day. The Borrowers may, at the time of payment, specify to the Administrative Agent the Obligations to which such payment is to be applied, but the Administrative Agent shall in all events retain the right to apply such payment in such manner as the Administrative Agent, subject to the provisions hereof, may determine to be appropriate. If any payment under the Loan Documents shall be stated to be due on a day other than a Business Day, the due date shall be extended to the next Business Day and such extension of time shall be included in any computation of interest and fees. Unless the Administrative Agent shall have received notice from a Borrower prior to the time at which any payment is due to the Administrative Agent for the account of the Lenders that such Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if a Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the federal funds rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

5.2. Repayment of Term Loan . The Term Loan and all other Obligations shall be due and payable in full on the Maturity Date, unless payment is sooner required hereunder pursuant to Section 11.2 . The Borrower promises to pay on the Maturity Date, or on such earlier date as payment is required hereunder pursuant to Section 11.2 , and there shall become absolutely due and payable on such date, the Total Outstandings, together with any and all accrued and unpaid interest thereon and all other fees and other amounts then accrued and outstanding with respect thereto. The Term Loan may be prepaid in accordance with Section 5.1 and Section 5.5 .

5.3. Payment of Other Obligations . Obligations other than the Term Loan, including Extraordinary Expenses, shall be paid by the Borrowers as provided in the Loan Documents or, if no payment date is specified, promptly upon receipt by the Borrowers of notice of the amounts due in connection therewith.

5.4. Marshaling; Payments Set Aside . None of the Agents or the Lenders shall be under any obligation to marshal any assets in favor of any Loan Party or against any Obligations. If any Loan Party makes a payment to the Agents or the Lenders, or if any Agent or any Lender receives payment from the proceeds of Collateral, exercise of setoff or otherwise, and such payment is subsequently invalidated or required to be repaid to a trustee, receiver or any other Person, then the Obligations originally intended to be satisfied, and all Liens, rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been received and any enforcement or setoff had not occurred.

5.5. Allocation of Payments .

5.5.1. Allocation of Payments . Notwithstanding anything herein to the contrary (but subject to the Intercreditor Agreement), at all times, all funds received by the Administrative Agent or any Lender and for which a Borrower has received credits, together with all payments to be initially applied to the Obligations, whether arising from payments by the Loan Parties, realization on Collateral, setoff or otherwise, shall be applied to the Obligations as follows:

(a) first , to all costs and expenses, including Extraordinary Expenses, owing to the Agents;

(b) second , to all amounts owing to the Administrative Agent on Protective Advances;

(d) fourth , to all Obligations constituting interest on the Term Loan;

(e) fifth , to all Obligations constituting principal of the Term Loan; and

(f) sixth , to all other Obligations owing to the Lenders.

5.5.2. Erroneous Application . The Administrative Agent shall not be liable for any application of amounts made by it in error (unless it has been determined in a final, non-appealable judgment by a court of competent jurisdiction that such error was a result of the gross negligence or willful misconduct of the Administrative Agent) and if any such application is subsequently determined to have been made in error, the sole recourse of any Lender or other Person to which such amount should have been made (unless it has been determined in a final, non-appealable judgment by a court of competent jurisdiction that such error was a result of the gross negligence or willful misconduct of the Administrative Agent) shall be to recover the amount from the Person that actually received it (and, if such amount was received by any Lender, such Lender hereby agrees to return it).

5.6. [Reserved.]

5.7. Loan Account; Account Stated .

5.7.1. Loan Account . The Administrative Agent shall maintain in accordance with its usual and customary practices an account or accounts (“ Loan Account ”) evidencing the Debt of the Borrowers resulting from the Term Loan from time to time. Any failure of the Administrative Agent to record anything in the Loan Account, or any error in doing so, shall not limit or otherwise affect the obligation of the Borrowers to pay any amount owing hereunder. The Administrative Agent may maintain a single Loan Account in the name of the Borrower Agent.

5.7.2. Entries Binding . Entries made in the Loan Account shall constitute presumptive evidence of the information contained therein. If any information contained in the Loan Account is provided to or inspected by any Person, then such information shall be conclusive and binding on such Person for all purposes absent manifest error, except to the extent such Person notifies the Administrative Agent in writing within 30 days after receipt or inspection that specific information is subject to dispute.

5.8. Taxes .

5.8.1. Generally . If any Taxes (except Excluded Taxes) shall be payable by any party due to the execution, delivery, issuance or recording of any Loan Documents, or the creation or repayment of any Obligations, the Borrowers shall pay (and shall promptly reimburse the Agents and the Lenders for their payment of) all such Taxes, including any interest and penalties thereon, and will indemnify and hold harmless Indemnitees against all liability in connection therewith.

5.8.2. Withholding Taxes . All payments to the Agents or the Lenders (or any successor or assignee thereof) by a Loan Party under this Agreement or any other Loan Document shall be made free and clear of and without deduction or withholding for any and all Taxes (other than Excluded Taxes) unless required by Applicable Law. If any Loan Party shall be required by Applicable Law to withhold or deduct any Taxes (except Excluded Taxes) with respect to any sum payable under any Loan Documents, (a) the sum payable to such Agent or such Lender shall be increased as may be necessary so that, after making all required withholding or deductions (including withholding or deduction applicable to additional amounts paid under this Section 5.8.2 ), such Agent or such Lender (as the case may be) receives an amount equal to the sum it would have received had no such withholding or deductions been made; (b) such Loan Party shall make such withholding or deductions; and (c) such Loan Party shall pay the full amount withheld or deducted to the relevant taxing or other authority in accordance with Applicable Law.

5.8.3. Indemnity . Each Loan Party shall indemnify and hold harmless each of the Lenders and the Agents for the full amount of Taxes (other than Excluded Taxes) imposed on or paid by such Lender or any such Agent and any liability (including penalties, interest and expenses payable or incurred in connection therewith) arising from or with respect to such Taxes, whether or not they were correctly or legally asserted. Payment under this indemnification shall be made within 30 days from the date the applicable Agent or the relevant Lender, as the case may be, makes written demand for it. A certificate containing reasonable detail as to the amount of such Taxes submitted to the relevant Loan Party by an Agent or the relevant Lender shall be conclusive evidence, absent manifest error, of the amount due from such Borrower to such Agent or such Lender, as the case may be.

5.8.4. Survival . Notwithstanding anything contained herein to the contrary, the provisions of this Section 5.8 shall survive the expiration or termination of this Agreement and the other Loan Documents.

5.9. Withholding Tax Exemption . At least five Business Days prior to the first date for payment of interest or fees hereunder to a Foreign Lender, the Foreign Lender shall, if applicable, deliver to the Borrowers and the Administrative Agent two duly completed copies of IRS Form W-8BEN or W-8ECI (or any subsequent replacement or substitute form therefor), certifying that such Lender can receive payment of Obligations without deduction or withholding of any United States federal income taxes. Each Foreign Lender shall deliver to the Borrowers and the Administrative Agent two additional copies of such form before the preceding form expires or becomes obsolete or after the occurrence of any event requiring a change in the form, as well as any amendments, extensions or renewals thereof as may be reasonably requested by the Borrowers or the Administrative Agent, in each case, certifying that the Foreign Lender can receive payment of Obligations without deduction or withholding of any such taxes, unless an event (including any change in treaty or law) has occurred that renders such forms inapplicable or prevents the Foreign Lender from certifying that it can receive payments without deduction or withholding of such taxes. During any period that a Foreign Lender does not or is unable to establish that it can receive payments without deduction or withholding of such taxes, other than by reason of an event (including any change in treaty or law) that occurs after it becomes a Lender, the Administrative Agent may withhold taxes from payments to such Foreign Lender at the applicable statutory and treaty rates, and the Borrowers shall not be required to pay any additional amounts under Section 5.8 or this Section 5.9 as a result of such withholding. Each Lender or Agent that is organized under the laws of the United States, or any state or district thereof shall provide to the US Borrower (and in the case of a Lender, to the Administrative Agent) two duly executed copies of IRS Form W-9. In the event that any Lender or any Agent does not comply with the requirements of this Section 5.9 , the relevant Borrower may withhold taxes from payments to such Lender or such Agent as required by Applicable Law. In the event of the resignation of the Administrative Agent pursuant to Section 12.8 hereunder, the successor Administrative Agent shall be subject to the provisions of this Section 5.9 in the same manner as a its predecessor Administrative Agent, and shall be required to provide the appropriate IRS Form W-8BEN or W-8ECI to the US Borrower as required in this Section 5.9 . In the event that the successor Administrative Agent does not comply with the requirements of this Section 5.9 , the Borrowers may withhold taxes from payments to such successor Administrative Agent as required by Applicable Law.

5.10. Currency Matters . Dollars are the currency of account and payment for each and every sum at any time due from the Borrowers hereunder.

SECTION 6. CONDITIONS PRECEDENT

6.1. Conditions Precedent to Effectiveness of Agreement . This Agreement shall not be effective and the Lenders shall not be required to fund their respective portions of the Term Loan hereunder until the date (“ Effective Date ”) that each of the following conditions has been satisfied (in each case, in form and substance satisfactory to the Administrative Agent and each of the Lenders):

(b) The Administrative Agent shall be satisfied that the Security Documents shall be effective to create in favor of the Administrative Agent a legal, valid and enforceable security interest in and Lien upon the Collateral (subject only to the first priority security interest and Lien in favor of the Revolving Agent or the Canadian Revolving Agent) and shall have received (i) to the extent not previously delivered to the Administrative Agent prior to the date hereof, evidence that all filings, recordings, deliveries of instruments and other actions necessary or desirable in the commercially reasonable opinion of the Administrative Agent to protect and preserve such security interests shall have

been duly effected, (ii) UCC, PPSA and Lien searches (and the equivalent thereof in all applicable foreign jurisdictions) and other evidence reasonably satisfactory to the Administrative Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens, (iii) to the extent not previously delivered to the Administrative Agent prior to the date hereof, evidence that the payment (or evidence of provision for payment) of all filing and recording fees and taxes due and payable in respect thereof has been made in form and substance reasonably satisfactory to the Administrative Agent, (iv) to the extent not previously delivered to the Administrative Agent prior to the date hereof, all Lien Waivers and Lien Priority Agreements necessary or desirable in the reasonable opinion of the Administrative Agent, and (v) a completed and fully executed information certificate with respect to each Loan Party substantially in the form of Exhibit C hereto.

(c) The Administrative Agent shall have received (i) duly executed copies of the Revolving Loan Agreement, the Damiani Debt Documents, the Montrovest Debt Documents, the Management Agreement, the Rolex USA Documents and the Rolex Canada Documents, certified by a Senior Officer of the Borrowers as complete and correct (with such certification to be in such Person’s capacity as a Senior Officer of the Borrowers and not in such Person’s individual capacity), and the Administrative Agent shall be satisfied with the terms and conditions and provisions thereof, which documents shall be in full force and effect and without amendment except attached thereto; and (ii) to the extent not previously delivered to the Administrative Agent prior to the date hereof, duly executed estoppel letters with respect to consignment filings on record in any province in Canada to the extent that the collateral description in such consignment filings is not sufficiently limited as determined by the Administrative Agent in its commercially reasonable discretion.

(d) Reserved.

(i) after giving effect to the Term Loan, the Revolving Loans, and transactions hereunder and under the Revolving Credit Agreement, (A) each Loan Party is Solvent; (B) no Default or Event of Default exists; (C) the representations and warranties set forth in Section 9 are true and correct in all material respects; and (D) each Loan Party has complied in all material respects with all agreements and conditions to be satisfied by it under the Loan Documents;

(iii) the Term Loan made by the Lenders to the Borrowers hereunder is and shall remain in full compliance with the Federal Reserve’s margin regulations and other similar Applicable Laws;

(v) no Material Adverse Effect shall have occurred since March 27, 2010; and

(vi) the transactions contemplated by the Revolving Loan Documents shall have been consummated contemporaneously with the effectiveness of this Agreement.

(f) The Administrative Agent shall have received a certificate of a duly authorized officer of each Loan Party (with such certification to be in such Person’s capacity as an officer of such Loan Party and not in such Person’s individual capacity), certifying (i) that such Loan Party’s Organizational Documents (including, without limitation, such Loan Party’s charter documents) have not been amended since December 17, 2008 or such later date that such Loan Party’s Organizational Documents were so certified and delivered to the Administrative Agent (or, to the extent that any such amendments have occurred since any such date, that attached copies of such Loan Party’s Organizational Documents (including, without limitation, such Loan Party’s charter documents) are true and complete and in full force and effect, without amendment except as shown) and remain in full force and effect, (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility, and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. The Administrative Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Loan Party in writing.

(g) Each of the Lenders and the Agents shall have received favorable legal opinions addressed to the Lenders and the Agents, dated as of the Effective Date, in form and substance reasonably satisfactory to the Lenders and the Agents, from (i) Holland & Knight LLP, US counsel to the Borrowers and their Subsidiaries; (ii) Stikeman Elliott LLP, Canadian counsel to the Borrowers and their Subsidiaries; and (iii) local Canadian counsel to the Borrowers and their Subsidiaries with respect to filing and perfection matters in the applicable provinces and territories of Canada.

(i) The Administrative Agent shall (i) be reasonably satisfied with the amount, types and terms and conditions of all insurance maintained by the Loan Parties and their Subsidiaries, and (ii) have received certificates of insurance identifying insurers, types of insurance, insurance limits and policy terms and with endorsements naming the Administrative Agent, for the benefit of the Lenders, as lender’s loss payee or additional insured, as applicable, with respect to each insurance policy required to be maintained with respect to the Collateral and otherwise in form and substance reasonably satisfactory to the Administrative Agent.

(j) The Administrative Agent shall have completed its business, financial and legal due diligence of the Loan Parties, with results reasonably satisfactory to the Administrative Agent, and the Administrative Agent shall be satisfied that no Material Adverse Effect shall have occurred since March 27, 2010.

(k) The Borrowers shall have paid all fees and expenses to be paid to the Administrative Agent and the Lenders on the Effective Date (including, without limitation, all fees, charges and disbursements of counsel, including local counsel, to the Administrative Agent to the extent invoiced prior to or on the Effective Date).

(l) The Borrowers shall have consummated the transactions contemplated by the Revolving Loan Documents (including any amendments thereof) and such documents shall be in full force and effect.

(m) The Administrative Agent shall have received duly executed copies of the Intercreditor Agreement, the Management Subordination Agreement and the Montrovest Subordination Agreement, each of which shall be in form and substance satisfactory to the Administrative Agent and which shall be in full force and effect.

(n) The Administrative Agent shall have received a flow of funds, in form and substance satisfactory to the Administrative Agent.

(o) Reserved.

(p) The Administrative Agent shall have received a Borrowing Base Certificate indicating that Revolver Excess Availability as of the Effective Date, after giving effect to the transactions contemplated hereby (including the making of the Term Loan on the Effective Date) and by the Revolving Loan Documents, is not less than $10,000,000.

(q) The Administrative Agent shall have received a certificate of a duly authorized officer of each Loan Party (with such certification to be in such Person’s capacity as an officer of such Loan Party and not in such Person’s individual capacity), either (i) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (ii) stating that no such consents, licenses or approvals are so required.

(r) The Administrative Agent shall have received (i) the audited financial statements of the Borrowers for the Fiscal Year ended on March 27, 2010, (ii) the unaudited financial statements of the Borrowers for the Fiscal Year ended March 26, 2011 and (iii) forecasts prepared by management of the Borrowers of balance sheets, income statements and cash flow statements of the Borrowers on a monthly basis for the current Fiscal Year.

6.2. [Reserved].

6.3. Limited Waiver of Conditions Precedent . If the Administrative Agent or the Lenders fund the Term Loan when any conditions precedent are not satisfied (regardless of whether the lack of satisfaction was known or unknown at the time), it shall not operate as a waiver of any Default or Event of Default due to such failure of conditions or otherwise.

SECTION 7. COLLATERAL SECURITY AND GUARANTEES

7.1. Grant of Security Interest . To secure the prompt payment and performance of all Obligations, each Loan Party hereby grants to the Administrative Agent, for the benefit of the Secured Parties, a continuing security interest in and Lien upon all Property of such Loan Party, including all of the following Property, whether now owned or hereafter acquired, and wherever located:

(a) all Accounts;

(b) all Chattel Paper, including electronic chattel paper;

(c) all Commercial Tort Claims, including, without limitation, those Commercial Tort Claims identified on Schedule 7.1 (as such Schedule may be updated by the Administrative Agent from time to time);

(d) all Deposit Accounts;

(e) all Documents;

(f) all General Intangibles, including Payment Intangibles, Software and Intellectual Property;

(g) all Goods, including Inventory, Equipment and Fixtures;

(h) all Instruments;

(i) all Investment Property;

(j) all Letter-of-Credit Rights;

(k) all Supporting Obligations;

(l) all monies, whether or not in the possession or under the control of an Agent, a Lender, or a bailee or Affiliate of an Agent or a Lender, including any Cash Collateral;

(n) all books and records (including customer lists, files, correspondence, tapes, computer programs, print-outs and computer records) pertaining to the foregoing.

7.2. Deposit Accounts; Cash Collateral; Credit Card Agreements .

7.2.1. Bank Accounts .

(a) To further secure the prompt payment and performance of all Obligations, each Loan Party hereby grants to the Administrative Agent, for the benefit of the Secured Parties, a continuing security interest in and Lien upon all of such Loan Party’s right, title and interest in and to each Deposit Account of such Loan Party and any deposits or other sums at any time credited to any such Deposit Account, including any sums in any blocked or lockbox accounts or in any accounts into which such sums are swept. Upon the occurrence and during the continuance of an Event of Default, each Loan Party authorizes and directs each bank or other depository to deliver to the Administrative Agent, on a daily basis, all balances in each Deposit Account (other than an Exempt Deposit Account) maintained by such Loan Party with such depository for application to the Obligations in accordance with Section 5.5 . Each Loan Party irrevocably appoints the Administrative Agent as such Loan Party’s attorney-in-fact to collect such balances to the extent any such delivery is not so made.

(b) Schedule 7.2.1 sets forth the account numbers and locations of all Deposit Accounts (and related lockbox arrangements) of each Loan Party as of the Effective Date. Each Loan Party shall be the sole account holder of each Deposit Account and shall not allow any other Person (other than the Administrative Agent and, subject to the Intercreditor Agreement, the Revolving Agent or the Canadian Revolving Agent) to have control over a Deposit Account. Contemporaneously with the delivery of quarterly financial statements, each Loan Party shall notify the Agents of any opening or closing of a Deposit Account since the last such report (or, in the case of the first such report, since the Effective Date) and will provide an updated Schedule 7.2.1 to reflect the same.

(c) Each Concentration Account, each Dominion Account, and each other Deposit Account into which Accounts from credit card processors are deposited, and, following the occurrence and during the continuance of an Event of Default, at the request of the Administrative Agent, any other Deposit Account (other than Exempt Deposit Accounts) shall be subject to control arrangements or lockbox or other arrangements reasonably acceptable to the Agents. None of the Agents or the Lenders assume any responsibility to any Loan Party for any lockbox arrangement or Dominion Account, including any claim of accord and satisfaction or release with respect to any Payment Items accepted by any bank.

(d) No Loan Party shall, or shall cause or permit any Subsidiary to, accumulate or maintain cash in a disbursement account or payroll account, as of any date of determination, in excess of checks outstanding against such account as of that date and amounts necessary to meet minimum balance requirements.

7.2.2. Cash Collateral . Any Cash Collateral may be invested, in the Agents’ discretion, in Cash Equivalents, but the Agents shall not have any duty to do so, regardless of any agreement, understanding or course of dealing with any Loan Party, and shall have no responsibility for any investment or loss. Each Loan Party hereby grants to the Administrative Agent, for the benefit of the Secured Parties, a security interest in and Lien upon all Cash Collateral held from time to time and all proceeds thereof, as security for the Obligations, whether such Cash Collateral is held in the Cash Collateral Account or elsewhere. The Administrative Agent may apply Cash Collateral to the payment of any Obligations in accordance with Section 5.5 . Upon the occurrence and during the continuance of an Event of Default, the Cash Collateral Account and all Cash Collateral shall be under the sole dominion and control of the Administrative Agent. No Loan Party or other Person claiming through or on behalf of any Loan Party shall have any right to any Cash Collateral, until Full Payment of all Obligations.

7.2.3. Credit Card Arrangements . Schedule 7.2.3 sets forth all arrangements to which any Loan Party is a party as of the Effective Date with respect to the payment to any Loan Party of the proceeds of credit card charges for sales by such Loan Party. The Loan Parties shall deliver to the Administrative Agent Credit Card Agreements instructing each of their credit card processors to transfer all amounts owing by such processor to a Loan Party directly to the applicable Concentration Account or a Dominion Account, with such Credit Card Agreements to be executed by each relevant Loan Party and the applicable credit card processor. Contemporaneously with the delivery of quarterly financial statements, each Loan Party shall provide an updated Schedule 7.2.3 to reflect any additional credit card arrangements to which any Borrower or any Subsidiary is from time to time a party and shall deliver a Credit Card Agreement to the Agents upon entry into such additional credit card arrangements.

7.3. Lien on Real Estate .

7.3.1. Lien on Real Estate . The Obligations shall also be secured by Mortgages upon all Real Estate owned by the Loan Parties (if any). The Mortgages shall be duly recorded, at the Borrowers’ expense, in each office where such recording is required to constitute a fully perfected Lien on the Real Estate covered thereby. If any Loan Party acquires Real Estate hereafter, the Borrowers shall, within 30 days, execute, deliver and record a Mortgage sufficient to create a Lien in favor of the Administrative Agent (subject only to the first priority Lien in favor of the Revolving Agent or the Canadian Revolving Agent) on such Real Estate, and shall deliver all Related Real Estate Documents.

7.3.2. Collateral Assignment of Leases . To further secure the prompt payment and performance of all Obligations, each Loan Party hereby collaterally transfers and assigns to the

Administrative Agent, for the benefit of the Secured Parties, all of such Loan Party’s right, title and interest in, to and under all now or hereafter existing leases of real Property to which such Loan Party is a party, whether as lessor or lessee, and all extensions, renewals and modifications thereof.

7.4. Other Collateral .

7.4.1. Commercial Tort Claims . The Borrowers shall promptly notify the Agents in writing if any Loan Party has a Commercial Tort Claim and, upon the Administrative Agent’s request, shall promptly execute such documents and take such actions as the Administrative Agent deems appropriate to confer upon the Administrative Agent (for the benefit of the Secured Parties) a duly perfected Lien upon such claim (subject only to the first priority Lien of the Revolving Agent or the Canadian Revolving Agent, as applicable).

7.4.2. Certain After-Acquired Collateral . The Borrowers shall promptly notify the Agents in writing if, after the Effective Date, any Loan Party obtains any interest in any Collateral consisting of Deposit Accounts, Chattel Paper, Documents, Instruments, material Intellectual Property, Investment Property or Letter-of-Credit Rights and, upon the Administrative Agent’s request, shall promptly execute such documents and take such actions as the Administrative Agent deems appropriate to effect the Administrative Agent’s duly perfected Lien upon such Collateral (subject only to the Lien of the Revolving Agent or the Canadian Revolving Agent, as applicable), including obtaining any appropriate possession, control agreement, Lien Waiver or Lien Priority Agreement. If any Collateral is in the possession of a third party, at the Administrative Agent’s request, the applicable Loan Party shall obtain an acknowledgment that such third party holds the Collateral for the benefit of the Administrative Agent.

7.5. No Assumption of Liability . The Lien on Collateral granted hereunder is given as security only and shall not subject any Agent or any Secured Party to, or in any way modify, any obligation or liability of the Loan Parties relating to any Collateral.

7.6. Further Assurances . Promptly upon request, the Loan Parties shall deliver such instruments, assignments, title certificates, or other documents or agreements, and shall take such actions, as the Administrative Agent deems appropriate under Applicable Law to evidence or perfect its Lien on any Collateral, or otherwise to give effect to the intent of this Agreement. Each Loan Party authorizes the Administrative Agent to file any financing statement that indicates the Collateral as “all assets” or “all personal property” of such Loan Party, or words to similar effect, and ratifies any action taken by the Administrative Agent before the Effective Date to effect or perfect its Lien on any Collateral.

7.7. Guarantees by the Borrowers .

7.7.1. Guarantees . For value received and hereby acknowledged and as an inducement to the Lenders to make the Term Loan, each Borrower hereby unconditionally and irrevocably guarantees (i) the full punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of each other Loan Party now or hereafter existing whether for principal, interest, fees, expenses or otherwise, and (ii) the strict performance and observance by each other Loan Party of all agreements, warranties and covenants applicable to such other Loan Party in this Agreement and the other Loan Documents and (iii) the obligations of each other Loan Party under this Agreement and the other Loan Documents (such Obligations collectively being hereafter referred to as the “ Guaranteed Obligations ”).

7.7.2. Guarantees Absolute . Each Borrower guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms hereof, regardless of any law,

regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Lenders with respect thereto. The liability of each Borrower under its respective guaranty of the Guaranteed Obligations shall be absolute and unconditional irrespective of:

(b) any Agent’s or any Lender’s exercise or enforcement of, or failure or delay in exercising or enforcing, legal proceedings to collect the Obligations or the Guaranteed Obligations or any power, right or remedy with respect to any of the Obligations or the Guaranteed Obligations, including (i) any suspension of any Agent’s or any Lender’s right to enforce any Borrower’s Guaranteed Obligations, or (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other amendment or waiver of or any consent to departure from this Agreement or the other Loan Documents (with regard to such Guaranteed Obligations) or any other agreement or instrument governing or evidencing any of the Guaranteed Obligations;

(d) any change in ownership of any Loan Party;

(e) any acceptance of any partial payment(s) from any Loan Party;

(g) any assignment, participation or other transfer or reallocation, in whole or in part, of any Agent’s or any Lender’s interest in and rights under this Agreement or any other Loan Document, or of any Agent’s or any Lender’s interest in the Obligations or the Guaranteed Obligations;

(h) any cancellation, renunciation or surrender of any pledge, guaranty or any debt instrument evidencing the Obligations or the Guaranteed Obligations;

(i) any Agent’s or any Lender’s vote, claim, distribution, election, acceptance, action or inaction in any proceeding under any Insolvency Proceeding related to the Obligations or the Guaranteed Obligations; or

The guarantees contained in this Section 7.7 shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any Guaranteed Obligation is

rescinded or must otherwise be returned by the Agents or any Lender upon the insolvency, bankruptcy or reorganization of any Loan Party or otherwise, all as though such payment had not been made.

7.7.3. Effectiveness; Enforcement . The guarantee of each Borrower hereunder shall be effective and shall be deemed to be made with respect to the Term Loan and the other Obligations. No invalidity, irregularity or unenforceability by reason of any Insolvency Proceeding, or any law or order of any government or agency thereof purporting to reduce, amend or otherwise affect any liability of any Loan Party, and no defect in or insufficiency or want of powers of any Loan Party or irregular or improperly recorded exercise thereof, shall impair, affect, be a defense to or claim against either guarantee. Each guarantee hereunder is a continuing guarantee and shall (a) survive any termination of this Agreement, and (b) remain in full force and effect until Full Payment of the Obligations to which such guarantee relates. The guarantee of each Borrower under this Agreement is made for the benefit of the Agents and the Lenders and their successors and assigns, and may be enforced from time to time as often as occasion therefor may arise and without requirement on the part of the Agents or the Lenders first to exercise any rights against any other Loan Party, or to resort to any other source or means of obtaining payment of any of the Guaranteed Obligations or to elect any other remedy.

7.7.4. Waiver . Each Borrower hereby renounces to the benefits of division and discussion with respect to their respective guarantees. Each Borrower hereby waives promptness, diligence, protest, notice of protest, all suretyship defenses, notice of acceptance and any other notice with respect to any of its Guaranteed Obligations and its guarantee and any requirement that any Agent or any Lender secure, render enforceable or opposable, perfect or protect any security interest or Lien on any property subject thereto or exhaust any right or take any action against any other Loan Party or any other Person or any Collateral. Each Borrower also irrevocably waives, to the fullest extent permitted by Applicable Law, all defenses which at any time may be available to it in respect of its Guaranteed Obligations by virtue of any statute of limitations, valuation, stay, moratorium law or similar law now or hereinafter in effect.

7.7.5. Subordination; Subrogation . Until the Full Payment of all of the Obligations, each Borrower agrees not to exercise, and each Borrower hereby waives, any rights against any other Loan Party as a result of payment by such Borrower hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, and such Borrower will not prove any claim in competition with any Agent or any Lender in respect of any payment hereunder in any proceedings of any nature in any Insolvency Proceeding; no Borrower will claim any set-off, recoupment or counterclaim against any other Loan Party in respect of any liability of a Loan Party to any other Loan Party; and each Borrower waives any benefit of and any right to participate in any Collateral which may be held by any Secured Party. Each Borrower agrees that, after the occurrence and during the continuance of any Default or Event of Default, such Borrower will not demand, sue for or otherwise attempt to collect any Debt of any other Loan Party to such Borrower until Full Payment of all of the Obligations. If, notwithstanding the foregoing sentence, any Borrower shall collect, enforce or receive any amounts in respect of the Debt of any other Loan Party in violation of the foregoing sentence while any Obligations of such other Loan Party are still outstanding or while any Commitments are outstanding, such amounts shall be collected, enforced and received by such Borrower as trustee for the Administrative Agent and the Lenders and be paid over to the Administrative Agent, for the benefit of the Agents and the Lenders on account of the Obligations of such Borrower without affecting in any manner the liability of such Borrower under the other provisions hereof. The provisions of this section shall survive the expiration or termination of this Agreement and the other Loan Documents.

7.7.6. Payments . Each Borrower agrees to pay its Guaranteed Obligations in the currency in which such Obligation is payable by the other Loan Parties and all payments by such Borrower hereunder shall be made without setoff or counterclaim and shall be free and clear of and without deduction for any foreign or domestic Taxes, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless such Borrower is required by Applicable Law to make such deduction or withholding.

7.7.7. Receipt of Information . Each Borrower acknowledges and confirms that it itself has established its own adequate means of obtaining from the other Loan Parties on a continuing basis all information desired by such Borrower concerning the financial condition of the other Loan Parties and that such Borrower will look to the other Loan Parties and not to the Agents or any Lender in order to keep adequately informed of changes in the such other Loan Parties’ financial condition.

7.8. Guarantees by the Subsidiaries . The Obligations shall also be guaranteed pursuant to the terms of each other Guaranty. The obligations of the Guarantors under each Guaranty are in turn secured by a perfected security interest in and Lien upon (subject only to (i) the first priority security interest and Lien in favor of the Revolving Agent or the Canadian Revolving Agent, and (ii) Permitted Liens entitled to priority under Applicable Law) all of the assets of each such Guarantor, whether now owned or hereafter acquired, pursuant to the terms of this Agreement and the Security Documents to which such Guarantor is a party.

7.9. Intercompany Debt Subordination Arrangements . Each Loan Party agrees that, after the occurrence and during the continuance of any Default or Event of Default, such Loan Party will not demand, sue for or otherwise attempt to collect any Debt of the other Loan Party owing to such Loan Party until Full Payment of the Obligations. If, notwithstanding the foregoing sentence, any Loan Party shall collect, enforce or receive any amounts in respect of the Debt of the other Loan Party in violation of the foregoing sentence prior to the Full Payment of the Obligations, such amounts shall be collected, enforced and received by such Loan Party as trustee for the Lenders and the Agents and be paid over to the Administrative Agent, for the benefit of the Lenders and the Agents on account of the Obligations of the Loan Parties without affecting in any manner the liability of the Loan Parties under the other provisions hereof or of any other Loan Document. In addition, until the Full Payment of the Obligations, each Loan Party agrees not to exercise, and each Loan Party hereby waives, any rights against any other Loan Party as a result of payment by such Loan Party hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, and such Loan Party will not prove any claim in competition with any Agent or any Lender in respect of any payment hereunder in any proceedings of any nature in any Insolvency Proceeding; no Loan Party will claim any set-off, recoupment or counterclaim against the other Loan Party in respect of any liability of one Loan Party to the other Loan Party; and each Loan Party waives any benefit of and any right to participate in any Collateral which may be held by any Secured Party. The provisions of this Section 7.9 shall survive the expiration or termination of this Agreement and the other Loan Documents.

SECTION 8. COLLATERAL ADMINISTRATION

8.1. Borrowing Base Certificates . Each Borrower shall deliver to the Agents, on each Business Day, a Borrowing Base Certificate setting forth, among other things, the Term Loan Borrowing Capacity and the Revolving Borrowing Capacity as at the immediately preceding Business Day; provided that the Borrowers shall only be required to report Eligible Inventory, Eligible Major Credit Card Receivables, and Eligible Private Label and Corporate Accounts (collectively, the “ Borrowing Base Collateral ”) weekly, such reporting to be updated not later than Wednesday of each week, and reflecting

such Borrowing Base Collateral as at the end of the week most recently ended. All calculations of Revolver Excess Availability shall originally be made by the Borrowers and certified by a Senior Officer (with such certification to be in such Person’s capacity as a Senior Officer of a Loan Party and not in such Person’s individual capacity); provided that until the Full Payment (as defined in the Revolving Credit Agreement) of the Revolving Loan Debt and the termination of the “Commitments” (as defined in the Revolving Credit Agreement), the Revolving Agent (subject to the limitations contained in the Intercreditor Agreement) may from time to time review and adjust (and thereafter, the Agents may review and adjust) any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral included in any of the Term Loan Borrowing Capacity due to collections received in the Concentration Accounts or to reflect any events or circumstances affecting such Collateral; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral included in any of the Term Loan Borrowing Capacity; and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserves. Each Borrowing Base Certificate delivered by the Borrowers shall be accompanied by a certificate, in form and substance satisfactory to the Agents and certified by a Senior Officer, as to the balances of each Deposit Account.

8.2. Account Verification . Whether or not a Default or Event of Default exists, the Administrative Agent shall have the right at any time, in the name of the Administrative Agent, any designee of the Administrative Agent or any Loan Party to verify the validity, amount or any other matter relating to any Accounts of the Loan Parties by mail, telephone or otherwise. The Loan Parties shall cooperate fully with the Administrative Agent in an effort to facilitate and promptly conclude any such verification process.

8.3. Administration of Inventory .

8.3.1. Records and Reports of Inventory . Each Loan Party shall keep accurate and complete records of its Inventory and the Borrowers shall submit to the Administrative Agent inventory reports as provided in Section 10.1.1 . Each Borrower, Birks US and Mayor’s Florida shall conduct periodic cycle counts covering the entire Inventory at least once per calendar year (and on a more frequent basis if requested by any Agent when an Event of Default exists) consistent with historical practices, and shall provide to the Agents a report based on each such inventory and count promptly upon completion thereof, together with such supporting information as any Agent may reasonably request. The Agents may participate in and observe each inventory or physical count.

8.3.2. Returns of Inventory . No Loan Party shall return any Inventory to a supplier, vendor or other Person, whether for cash, credit or otherwise, unless (a) such return is in the Ordinary Course of Business or (b) no Event of Default exists or would result therefrom.

8.3.3. Acquisition, Sale and Maintenance . No Loan Party shall acquire or accept any Inventory which is part of the Term Loan Borrowing Capacity on consignment or approval. Other than as set forth in Schedule 8.3.3 , no Loan Party shall sell any Inventory on consignment or approval in which such Loan Party acts as consignor unless otherwise expressly permitted by the Agents in their sole discretion. The Loan Parties shall use, store and maintain all Inventory with reasonable care and caution, in accordance with applicable standards of any insurance and in conformity with all Applicable Law, and shall make current rent payments (within applicable grace periods provided for in leases) at all locations where Collateral is located, stored, used or held.

8.4. [ Reserved ] .

8.5. General Provisions .

8.5.1. Location of Collateral . All tangible items of Collateral (other than Inventory in transit, Inventory located on the premises of a processor who executed a Lien Waiver in favor of the Administrative Agent, and certificated securities in the possession of (i) the Administrative Agent, or (ii) the Revolving Agent or the Canadian Revolving Agent, as agent for the Administrative Agent in accordance with the terms of the Intercreditor Agreement), shall at all times be kept by the Loan Parties at the business locations set forth in Schedule 8.5.1 , except that the Loan Parties may move Collateral to another location in the United States (or, with respect to Collateral owned by the Canadian Borrower, Canada), so long as, if such Collateral has an aggregate value of more than the Dollar Equivalent of $500,000, the Borrower Agent has (i) provided the Agents with 30 Business Days’ prior written notice thereof, and (ii) other than with respect to Collateral in which the Lien in favor of the Administrative Agent may be perfected solely by filing with the Secretary of State (or similar Governmental Authority) of the applicable Loan Party’s jurisdiction of organization or other applicable jurisdiction as required by Applicable Law and has been so perfected, delivered to the Administrative Agent evidence that all filings, recordings and registrations that are necessary or desirable to perfect the Lien in favor of the Administrative Agent, for the benefit of the Secured Parties, have been made (it is acknowledged that so long as all filings, recordings and registrations made against the US Loan Parties that are necessary or desirable to perfect the security interest in favor of the Applicable Agent on record as of the Effective Date remain on record, no additional filings with the Secretary of State of the State of Incorporation of each such US Loan Party shall be required hereunder). Contemporaneously with the delivery of quarterly financial statements, each Loan Party shall provide the Agents with an updated Schedule 8.5.1 to reflect the locations of all tangible items of Collateral, other than Inventory in transit and certificated securities, which updated Schedule 8.5.1 shall clearly indicate which locations are new since the last delivery of an updated Schedule 8.5.1 . The chief executive offices and other places of business of each Loan Party and Subsidiary as of the Effective Date are shown on Schedule 8.5.1 . In the event of any change in the chief executive offices and other places of business of any Loan Party or any Subsidiary, the Borrowers shall deliver to the Agents an updated Schedule 8.5.1.

8.5.2. Insurance of Collateral; Condemnation Proceeds .

(a) Each Loan Party shall maintain insurance with respect to the Collateral, covering casualty, hazard, public liability, theft, malicious mischief, and such other risks, in such amounts, with such endorsements, and with such insurers (rated A or better by A.M. Best Rating Guide) as are reasonably satisfactory to the Agents. All proceeds of Collateral under each policy shall be payable to the Administrative Agent. From time to time upon request, the Loan Parties shall deliver to the Administrative Agent the originals or certified copies of their insurance policies and updated flood plain searches. As soon as practicable and in any event by the last day of each Fiscal Year, the Loan Parties shall deliver to the Agents a report in form and substance reasonably satisfactory to the Agents outlining all material insurance coverage maintained as of the date of such report by the Loan Parties and all material insurance coverage planned to be maintained by the Loan Parties in the immediately succeeding Fiscal Year. Unless the Agents shall agree otherwise, each policy shall include reasonably satisfactory endorsements (i) showing the Administrative Agent as loss payee or additional insured, as appropriate; (ii) requiring 30 days’ prior written notice to the Administrative Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of the Administrative Agent shall not be impaired or invalidated by any act or neglect of any Loan Party or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Loan Party fails to provide and pay for such insurance, the Agents may, at their option, but shall not be required to, procure the insurance and charge the Loan Parties therefor. Each Loan Party agrees to deliver to the Agents, promptly as rendered, copies of all reports made to insurance companies. While no Event of Default exists, the Loan Parties may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to the Administrative Agent. If an Event of Default exists, only the Agents shall be authorized to settle, adjust and compromise such claims. Without limiting the foregoing, the Loan

Parties will (a) keep all of their physical property (and the property of their Subsidiaries) insured with casualty or physical hazard insurance on an “all risks” basis, with broad form flood and, to the extent consistent with prudent business practice for the location in which such property is situated, earthquake coverages and electronic data processing coverage, with a full replacement cost endorsement and an “agreed amount” clause in an amount equal to 100% of the full replacement cost of such property, (b) maintain all such workers’ compensation or similar insurance as may be required by Applicable Law and (c) maintain, in amounts and with deductibles equal to those generally maintained by businesses engaged in similar activities in similar geographic areas, general public or civil liability insurance against claims of bodily injury, death or property damage occurring, on, in or about the properties of the Loan Parties and their Subsidiaries; business interruption insurance; and product liability insurance.

8.5.3. Protection of Collateral . All expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping any Collateral, all Taxes (other than Excluded Taxes) payable with respect to any Collateral (including any sale thereof), and all other payments required to be made by the Administrative Agent to any Person to realize upon any Collateral, shall be borne and paid by the Loan Parties. The Agents shall not be liable or responsible in any way for the safekeeping of any Collateral, for any loss or damage thereto (except for reasonable care in its custody while Collateral is in an Agent’s actual possession), for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency or other Person whatsoever, but the same shall be at the Loan Parties’ sole risk.

8.5.4. Defense of Title to Collateral . Each Loan Party shall at all times defend its title to Collateral and the Administrative Agent’s Liens therein against all Persons, claims and demands whatsoever, except Permitted Liens.

8.6. Power of Attorney . Each Loan Party hereby irrevocably constitutes and appoints the Administrative Agent (and all Persons designated by the Administrative Agent) as such Loan Party’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section 8.6 . The Administrative Agent, or the Administrative Agent’s designee, may, without notice and in either its or a Loan Party’s name, but at the cost and expense of the Loan Parties:

(a) Endorse a Loan Party’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into the Administrative Agent’s possession or control; and

(b) During an Event of Default, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts, by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as the Administrative Agent deems advisable; (iv) take control, in any manner, of any proceeds of Collateral; (v) prepare, file and sign a Loan Party’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a Loan Party, and notify postal authorities to change the address for delivery thereof to such address as the Administrative Agent may designate; (vii) endorse any Chattel Paper, Document, Instrument, invoice, freight bill, bill of lading, or similar document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use a

Loan Party’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use the information recorded on or contained in any data processing equipment and computer hardware and software relating to any Collateral; (x) make and adjust claims under policies of insurance; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit or banker’s acceptance for which a Loan Party is a beneficiary; and (xii) take all other actions as the Administrative Agent deems appropriate to fulfill any Loan Party’s obligations under the Loan Documents.

SECTION 9. REPRESENTATIONS AND WARRANTIES

9.1. General Representations and Warranties . To induce the Agents and the Lenders to enter into this Agreement and to make available the Term Loan, each Loan Party represents and warrants that:

9.1.1. Organization and Qualification . Each Loan Party and Subsidiary is duly organized, validly existing and in good standing or subsisting, as applicable under the laws of the jurisdiction of its organization. Each Loan Party and Subsidiary is duly qualified, authorized to do business and in good standing as a foreign corporation in each jurisdiction where failure to be so qualified could reasonably be expected to have a Material Adverse Effect.

9.1.2. Power and Authority . Each Loan Party is duly authorized to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, and to execute, deliver and perform the Loan Documents to which it is a party. The execution, delivery and performance of the Loan Documents by each Loan Party have been duly authorized by all necessary action, and do not (a) require any consent or approval of any holders of Capital Stock of any Loan Party, other than those already obtained; (b) contravene the Organizational Documents of any Loan Party; (c) violate or cause a material default under any Applicable Law or Material Contract; or (d) result in or require the imposition of any Lien (other than Permitted Liens and Liens granted hereunder) on any Property of any Loan Party.

9.1.3. Enforceability . Each Loan Document is a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each Loan Party in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

9.1.4. Capital Structure . Schedule 9.1.4 shows, for each Loan Party and Subsidiary as of the Effective Date, its name, its jurisdiction of organization, its authorized and issued Capital Stock, the holders of its Capital Stock, whether such entity is a Loan Party and all agreements binding on such holders with respect to their Capital Stock. Each Loan Party has good title in its interest in the Capital Stock of its Subsidiaries, subject only to the Administrative Agent’s Liens and Liens in favor of the Revolving Agent or the Canadian Revolving Agent, and all such Capital Stock is duly issued, fully paid and non-assessable. Except as set forth in Schedule 9.1.4 , there are no outstanding options to purchase, warrants, subscription rights, agreements to issue or sell, convertible interests, phantom rights or powers of attorney relating to any Capital Stock of any Loan Party or any Subsidiary. Each Subsidiary of a Borrower is a Guarantor.

9.1.5. Corporate Names; Locations . During the five years preceding the Effective Date, except as shown on Schedule 9.1.5 , no Loan Party or Subsidiary has been known as or used any corporate, fictitious or trade names, has been the surviving corporation of a merger, amalgamation or combination, or has acquired any substantial part of the assets of any Person.

9.1.6. Title to Properties; Priority of Liens; Investments . (a) Each Loan Party and Subsidiary has good and marketable title to (or valid leasehold interests in) all of its Real Estate, and good title to all of its personal Property, including all Property reflected in any financial statements delivered to the Agents or the Lenders, in each case free of Liens except Permitted Liens. Each Loan Party and Subsidiary has paid and discharged all lawful claims that, if unpaid, could become a Lien on its Properties, other than Permitted Liens and except for such claims as are being Properly Contested. All Liens of the Administrative Agent on the Collateral are duly perfected Liens, subject only to Permitted Liens that are expressly allowed to have priority over the Administrative Agent’s Liens. As of the Effective Date, Schedule 9.1.6(a) contains a true, accurate and complete list of each Loan Party’s Real Estate assets, including all leases, subleases or assignments of leases (together with all amendments, modifications, supplements, renewals or extensions of any thereof) affecting such Real Estate assets. The Borrowers do not have knowledge of any default that has occurred and is continuing under any agreement listed on Schedule 9.1.6(a) (except where the consequences, direct or indirect, of such default, if any, could not reasonably be expected to have a Material Adverse Effect), and each such agreement constitutes the legally valid and binding obligation of each applicable Loan Party, enforceable against such Loan Party in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles.

9.1.7. Security Documents . The provisions of the Security Documents are effective to create in favor of the Administrative Agent for the benefit of the Secured Parties a legal, valid and enforceable Lien (subject only to (i) Liens in favor of the Revolving Agent or the Canadian Revolving Agent, and (ii) Permitted Liens entitled to priority under Applicable Law) on all right, title and interest of the respective Loan Parties in the Collateral described therein. Except for filings completed on or prior to the Effective Date and as contemplated hereby and by the Security Documents, no filing or other action will be necessary to perfect or protect such Liens.

9.1.8. Financial Statements . The consolidated and, if applicable, combined balance sheets, and related statements of income, cash flow and shareholder’s equity, of the Loan Parties and Subsidiaries that have been and are hereafter delivered to the Agents and the Lenders, pursuant to Sections 6.1 and 10.1.2 or otherwise, are prepared in accordance with GAAP and fairly present the financial positions and results of operations of the Loan Parties and Subsidiaries at the dates and for the periods indicated, subject, in the case of interim statements, to normal year-end adjustments and the absence of footnotes. All projections delivered from time to time to the Agents and the Lenders have been prepared in good faith, based on reasonable assumptions in light of the circumstances at such time. Since March 27, 2010, there has been no change in the condition, financial or otherwise, of any Loan Party or any Subsidiary that could reasonably be expected to have a Material Adverse Effect. Each Loan Party and Subsidiary is Solvent. As of the Effective Date and except for obligations set forth on Schedule 9.1.8 or as otherwise disclosed to the Agents, neither the Loan Parties nor any of their respective Subsidiaries have any contingent liability or liability for Taxes, long-term lease or unusual forward or long-term commitment that is not reflected in financial statements referred to in this Section 9.1.8 or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, or condition (financial or otherwise) of the Loan Parties and their Subsidiaries taken as a whole.

9.1.9. Surety Obligations . No Loan Party or Subsidiary is obligated as surety or indemnitor under any bond or other contract that assures payment or performance of any obligation of any Person, except as permitted hereunder.

9.1.10. Taxes . Each Loan Party and Subsidiary has filed all federal, state, provincial, local and foreign tax returns and other reports that it is required by law to file, and has paid, or made provision for the payment of, all Taxes upon it, its income and its Properties that are due and payable, except to the extent being Properly Contested. The provision for Taxes on the books of each Loan Party and Subsidiary is adequate for all years not closed by applicable statutes, and for its current Fiscal Year.

9.1.11. Brokers . There are no brokerage commissions, finder’s fees or investment banking fees payable in connection with any transactions contemplated by the Loan Documents.

9.1.12. Intellectual Property . Each Loan Party and Subsidiary owns or has the lawful right to use all Intellectual Property necessary for the conduct of its business, without conflict with any rights of others. There is no pending or, to any Loan Party’s knowledge, threatened material Intellectual Property Claim with respect to any Loan Party, any Subsidiary or any of their Property (including any Intellectual Property). All Intellectual Property owned by any Loan Party or any Subsidiary and registered with the U.S. Patent and Trademark Office, the Canadian Intellectual Property Office or any other applicable Governmental Authority is identified on Schedule 9.1.12 .

9.1.13. Governmental Approvals; Other Consents . Each Loan Party and Subsidiary has, is in compliance with, and is in good standing with respect to, all Governmental Approvals necessary to conduct its business and to own, lease and operate its Properties, except to the extent compliance with such Governmental Approvals could not reasonably be expected to result in a Material Adverse Effect. All necessary material import, export or other licenses, permits or certificates for the import or handling of any goods or other Collateral have been procured and are in effect, and the Loan Parties and Subsidiaries have complied with all applicable foreign and domestic laws with respect to the shipment and importation of any goods or Collateral, except where noncompliance could not reasonably be expected to have a Material Adverse Effect. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the transactions contemplated hereby, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Security Documents, (c) the perfection or maintenance of the Liens created under the Security Documents, other than UCC and PPSA filings that will be made on or prior to the Effective Date or on such future date as may be necessary to maintain such perfection, or (d) the exercise by any Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Security Documents.

9.1.14. Compliance with Laws . Each Loan Party and Subsidiary has duly complied, and its Properties and business operations are in compliance with all Applicable Law, except where noncompliance could not reasonably be expected to have a Material Adverse Effect. There have been no citations, notices or orders of noncompliance issued to any Loan Party or any Subsidiary under any Applicable Law, the receipt of which could reasonably be expected to have a Material Adverse Effect.

9.1.15. Compliance with Environmental Laws . Except as disclosed on Schedule 9.1.15 and except to the extent any of the following could not reasonably be expected to result in a Material Adverse Effect, no Loan Party’s or Subsidiary’s past or present operations, Real Estate or other Properties are subject to any federal, state, provincial or local investigation to determine whether

any remedial action is needed to address any environmental pollution, hazardous material or environmental clean-up. No Loan Party or Subsidiary has received any Environmental Notice the receipt of which could reasonably be expected to result in a Material Adverse Effect. No Loan Party or Subsidiary has any material contingent liability with respect to any Environmental Release, environmental pollution or hazardous material on any Real Estate now or previously owned, leased or operated by it in any case that could reasonably be expected to result in a Material Adverse Effect.

9.1.16. Burdensome Contracts . No Loan Party or Subsidiary is a party or subject to any contract, agreement or charter restriction that could reasonably be expected to have a Material Adverse Effect. No Loan Party or Subsidiary is party or subject to any contract, agreement or charter restriction which prohibits the execution or delivery of any Loan Documents by a Loan Party or the performance by a Loan Party of any obligations thereunder, except as shown on Schedule 9.1.16 .

9.1.17. Litigation . Except as shown on Schedule 9.1.17 , there are no proceedings or investigations pending or, to any Loan Party’s knowledge, threatened against any Loan Party or any Subsidiary, or any of their businesses, operations, Properties, or conditions, that (a) relate to any Loan Documents or transactions contemplated thereby; or (b) could reasonably be expected to have a Material Adverse Effect. No Loan Party or Subsidiary is in default with respect to any order, injunction or judgment of any Governmental Authority that could reasonably be expected to have a Material Adverse Effect.

9.1.18. Insurance; No Casualty . The properties of each Loan Party and its Subsidiaries are insured with financially sound and reputable insurance companies that are not Affiliates of the Loan Parties, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where such Loan Party or the applicable Subsidiary operates. Neither the businesses nor the properties of any Loan Party or any of its Subsidiaries are affected by any fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty (whether or not covered by insurance) that, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

9.1.19. No Defaults; Material Contracts . No event or circumstance has occurred or exists as of the date of this Agreement that constitutes a Default or Event of Default. Schedule 9.1.19 contains a true, correct and complete list of all Material Contracts, and except as described thereon, all such Material Contracts are in full force and effect. No Loan Party or Subsidiary is in default, and no event or circumstance has occurred or exists that with the passage of time or giving of notice would constitute a default, under any Material Contract or in the payment of borrowed money. There is no basis upon which any party (other than a Loan Party or the Subsidiary) could terminate a Material Contract prior to its scheduled termination date.

9.1.20. Employee Benefit Plans; Canadian Plans .

(a) Each Employee Benefit Plan and each Guaranteed Pension Plan has been maintained and operated in compliance in all material respects with the provisions of ERISA and all Applicable Pension Legislation and, to the extent applicable, the Code, including but not limited to the provisions thereunder respecting prohibited transactions and the bonding of fiduciaries and other persons handling plan funds as required by §412 of ERISA. The Borrowers have heretofore delivered to the Agents the most recently completed annual report, Form 5500, with all required attachments, and actuarial statement required to be submitted under §103(d) of ERISA, with respect to each Guaranteed Pension Plan.

(h) None of the Canadian Loan Parties or any of their Subsidiaries have any unfunded liability on windup or any liability in respect of any Canadian Plan (including to the FSCO)

other than for required insurance premiums or contributions or remittances which have been paid, contributed and remitted when due.

(i) Each Canadian Loan Party and each Subsidiary of a Canadian Loan Party has made all contributions to its Canadian Plans required by law or the terms thereof to be made by it when due, and it is not in arrears in the payment of any contribution, payment, remittance or assessment or in default in filing any reports, returns, statements, and similar documents in respect of the Canadian Plans required to be made or paid by it pursuant to any Canadian Plan, any Applicable Law, act, regulation, directive or order or any employment, union, pension, deferred profit sharing, benefit, bonus or other similar agreement or arrangement.

(k) All vacation pay, bonuses, salaries and wages, to the extent accruing due, are properly reflected in the Canadian Loan Parties’ and their Subsidiaries’ books and records.

(m) None of the Canadian Loan Parties or any of their Subsidiaries have made any application for a funding waiver or extension of any amortization period in respect of any Canadian Plan.

(n) There has been no prohibited transaction or violation of any fiduciary responsibilities with respect to any Canadian Plan.

(p) None of the Canadian Loan Parties or any of their Subsidiaries maintain any Canadian Plan that is a defined benefit pension plan.

9.1.21. Trade Relations . There exists no actual or threatened termination, limitation or modification of any business relationship between any Loan Party or any Subsidiary and any customer or supplier, or any group of customers or suppliers, individually or in the aggregate the consequence of which could reasonably be expected to result in a Material Adverse Effect.

9.1.22. Labor Relations . Except as described on Schedule 9.1.22 , no Loan Party or Subsidiary is party to or bound by any (a) management agreement, (b) consulting agreement where the aggregate obligations of such Loan Party or Subsidiary thereunder are in excess of the Dollar Equivalent of $100,000 or (c) collective bargaining agreement. There are no material grievances,

disputes or controversies with any union or other organization of any Loan Party’s or Subsidiary’s employees, or, to any Loan Party’s knowledge, any asserted or threatened strikes, work stoppages or demands for collective bargaining that, in any case, could reasonably be expected to result in a Material Adverse Effect.

9.1.23. Not a Regulated Entity . No Loan Party is (a) an “investment company” or a “person directly or indirectly controlled by or acting on behalf of an investment company” within the meaning of the Investment Company Act of 1940; (b) a “holding company”, or a “subsidiary company” of a “holding company”, or an “affiliate” of a “holding company”, as such terms are defined in the Public Utility Holding Company Act of 2005; or (c) subject to regulation under the Federal Power Act, the Interstate Commerce Act, any public utilities code or any other Applicable Law regarding its authority to incur Debt.

9.1.24. Margin Stock . No Loan Party or Subsidiary is engaged, principally or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any Margin Stock. No proceeds of the Term Loan will be used by the Loan Parties to purchase or carry, or to reduce or refinance any Debt incurred to purchase or carry, any Margin Stock or for any related purpose governed by Regulations T, U or X of the Board of Governors.

9.1.25. Certain Transactions . Except as set forth on Schedule 9.1.25 and except with respect to employee discount and similar programs conducted in the ordinary course of business and consistent with past practices, none of the officers, directors, or employees of any Loan Party is presently a party to any transaction with any Loan Party (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from, any officer, director or such employee or, to the knowledge of any Loan Party, any corporation, partnership, trust or other Person in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.

9.1.26. Patriot Act . To the extent applicable, each Loan Party is in compliance, in all material respects, with the (i) Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (ii) the Patriot Act . No part of the proceeds of the Term Loan will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

9.1.27. Complete Disclosure . No (x) Loan Document or (y) information (except financial projections) provided by or on behalf of any Loan Party and delivered to the Lenders in connection with the transactions contemplated hereby, contains, as and when delivered, any untrue statement of a material fact, nor fails to disclose any material fact necessary to make the statements contained therein not materially misleading. All financial projections provided by or on behalf of any Loan Party and delivered to the Lenders in connection with the transactions contemplated hereby have been prepared in good faith based on reasonable assumptions.

9.1.28. Use of Proceeds . The proceeds of the Term Loan shall be used solely (a) to pay fees and transaction expenses associated with the closing of this credit facility; and (b) to reduce the Revolving Loan Debt for the purpose of creating availability under the Revolving Borrowing Capacity for use by the Borrowers for working capital and other lawful corporate purposes of the Borrowers and

their Subsidiaries in accordance with this Agreement and the Revolving Credit Agreement. No proceeds of the Term Loan may be used, nor shall be requested, with a view towards the accumulation of any general fund or funded reserve of the Borrowers other than in the ordinary course of the Borrowers’ business and consistent with the provisions of this Agreement.

9.1.29. Reserved .

9.1.30. Reserved .

9.1.31. Alloyco International . As of the Effective Date, no Loan Party utilizes Alloyco International Inc. as a processor.

9.1.32. Certain Consignment Arrangements . As of the Effective Date, no Loan Party holds any consigned inventory from any of Clover Corporation, M. Fabrikant & Sons, Inc. or S.H.R. Inc.

SECTION 10. COVENANTS AND CONTINUING AGREEMENTS

10.1. Affirmative Covenants . For so long as any Obligations are outstanding, each Loan Party shall, and shall cause each Subsidiary to:

10.1.1. Inspections; Collateral Reports; Appraisals .

(a) Permit the Agents, a Lender or any of the Lenders’ other designated representatives, to visit and inspect any of the properties of the Loan Parties or any of their Subsidiaries, to examine the books of account of the Loan Parties and their Subsidiaries (and, subject to the confidentiality provisions contained herein, to make copies thereof and extracts therefrom, duplicate, cause to be reduced to hard copy, run off, draw off, and otherwise use any and all computer or electronically stored information or data which relates to the Loan Parties, or any service bureau, contractor, accountant, or other person), and to discuss the affairs, finances and accounts of the Loan Parties and their Subsidiaries with, and to be advised as to the same by, its and their officers, and to conduct examinations and verifications (whether by internal commercial finance examiners or independent auditors) of all components included in the Term Loan Borrowing Capacity, all, prior to the occurrence and during the continuance of an Event of Default, upon prior reasonable notice and at such reasonable times and intervals as any Agent or any Lender may reasonably request. The Agents and any Lender may, at the Borrowers’ expense, participate in or observe any physical count of inventory included in the Collateral.

(b) Upon the request of any Agent and at the Borrowers’ expense, but in any event up to three (3) times during each calendar year in which no Event of Default has occurred or is continuing, the Borrowers will obtain and deliver to the Agents, or, if the Agent so elect, will cooperate with the Agents in the Agents’ obtaining, a report of an independent collateral auditor satisfactory to the Agents (which auditor shall not be affiliated with any existing Lender or any existing Revolving Lender) with respect to the Accounts and Inventory components included in the Term Loan Borrowing Capacity (each, a “ Collateral Value Report ”), which Collateral Value Report shall indicate whether or not the information set forth in the Borrowing Base Certificate most recently delivered is accurate and complete in all material respects based upon a review by such auditors of the Accounts (including verification with respect to the amount, aging, identity and credit of the respective Account Debtors and the billing practices of the Borrowers or their applicable Subsidiary) and Inventory (including verification as to the ownership, value, location

and respective types). Notwithstanding the foregoing or anything to the contrary contained herein, (x) unless an Event of Default has occurred and is continuing, the Agents shall not require that any such Collateral Value Reports be obtained at the Borrowers’ expense so long as the Revolving Agent has obtained three (3) such Collateral Value Reports in each calendar year and has shared such Collateral Value Reports obtained under the Revolving Credit Agreement with the Administrative Agent pursuant to the terms of the Intercreditor Agreement; provided that , in the event that the Revolving Agent has not obtained such Collateral Value Reports and/or has not shared such Collateral Value Reports with the Administrative Agent, the Agents may require, at the Borrowers’ expense, an amount of Collateral Value Reports equal to (i) up to three (3) minus (ii) such number of Collateral Value Reports obtained by the Revolving Agent and shared with the Administrative Agent in such time period (unless an Event of Default has occurred and is continuing, in which case the Agents may require the Borrowers to obtain, or cooperate with the Agents’ obtaining, such Collateral Value Reports as it determines in its discretion, in any event at the Borrowers’ expense), and (y) at any time, the Agents may require the Borrowers to obtain, or cooperate with the Agents’ obtaining, such additional Collateral Value Reports as it deems necessary or desirable at the Agents’ expense.

(c) Upon the request of any Agent and at the Borrowers’ expense, but in any event up to three (3) times during each calendar year in which no Event of Default has occurred or is continuing, the Borrowers will obtain and deliver to the Agents appraisal reports, or if the Agents so elect, will cooperate with the Agents in the Agents’ obtaining appraisal reports, in each case in form and substance reasonably satisfactory to the Agents and from appraisers reasonably satisfactory to the Agents, stating the then current net orderly liquidation value or going out of business values of all or a portion of the Inventory and the then current forced liquidation value of all or any portion of the Private Label Accounts and all Accounts due from corporate sales accounts and wholesale accounts. Upon the request of the Agents and at the Borrowers’ expense, the Borrowers will obtain and deliver to the Agents appraisal reports in form and substance and from appraisers reasonably satisfactory to the Agents, stating (i) the then current fair market, orderly liquidation and forced liquidation values of all or any portion of the Inventory, Accounts, the Equipment or Real Estate owned by the Borrowers or any of their Subsidiaries and (ii) the then current liquidation value of each of the Borrowers and their Subsidiaries. Notwithstanding the foregoing or anything to the contrary contained herein, (x) unless an Event of Default has occurred and is continuing, the Agents shall not require that any such appraisal reports be obtained so long as the Revolving Agent has obtained three (3) such appraisal reports in each calendar year and has shared such appraisal reports obtained under the Revolving Credit Agreement with the Administrative Agent pursuant to the terms of the Intercreditor Agreement; provided that , in the event that the Revolving Agent has not obtained such appraisal reports and/or has not shared such appraisal reports with the Administrative Agent, the Agents may require, at the Borrowers’ expense, an amount of appraisal reports equal to (i) up to three (3) minus (ii) such number of appraisal reports obtained by the Revolving Agent and shared with the Administrative Agent in such time period (unless an Event of Default has occurred and is continuing, in which case the Agents may require the Borrowers to obtain such appraisal reports as it determines in its discretion, in any event at the Borrowers’ expense), and (y) at any time, the Agents may require the Borrowers to obtain, or cooperate with the Agents’ obtaining, such additional appraisal reports as it deems necessary or desirable at the Agents’ expense.

10.1.2. Financial and Other Information . Keep adequate records and books of account with respect to its business activities, in which proper entries are made in accordance with GAAP reflecting all financial transactions; and furnish to the Agents and the Lenders:

(a) as soon as available, but in any event not later than (i) 90 days after the close of each Fiscal Year, the unaudited consolidated balance sheet of the Borrowers and their Subsidiaries as at the end of such Fiscal Year, and the related consolidated statement of income, shareholder’s equity, cash flows and same store sales performance metrics of the Borrowers and their Subsidiaries for such Fiscal Year, which statements shall be in reasonable detail and, other than with respect to such same store sales performance metrics, prepared in accordance with GAAP (except for the absence of footnotes, normal recording year-end adjustments, and consolidation and elimination entries and intercompany charges), and in each case shall set forth in comparative form corresponding figures for the preceding Fiscal Year, the most recent projections provided pursuant to Section 10.1.2(g) and other information acceptable to the Agents and (ii) the earlier of (x) 120 days after the close of each Fiscal Year and (y) the date on which the audited financial statements of the Borrowers and their Subsidiaries are provided to any other Person, consolidated balance sheet of the Borrowers and their Subsidiaries as at the end of such Fiscal Year, and the related consolidated statement of income, shareholder’s equity and cash flows of the Borrowers and their Subsidiaries for such Fiscal Year, which consolidated financial statements shall be audited and certified (without qualification as to scope, “going concern” or similar items) by a firm of independent certified public accountants of recognized standing selected by the Borrowers and acceptable to the Agents (it being acknowledged that KPMG LLP shall be acceptable to the Agents), and shall set forth in comparative form corresponding figures for the preceding Fiscal Year and the most recent projections provided pursuant to Section 10.1.2(g) and other information acceptable to the Agents.

(b) as soon as available, but in any event not later than 45 days after the end of each Fiscal Quarter of each Fiscal Year of the Borrowers (including, without limitation, the fourth Fiscal Quarter of each Fiscal Year of the Borrowers for which the deadline shall be 75 days), unaudited balance sheets as of the end of such Fiscal Quarter and the related statements of income and cash flows and same store sales performance metrics for such Fiscal Quarter and for the portion of the Fiscal Year then elapsed, on a consolidated basis for the Borrowers and their Subsidiaries, setting forth in comparative form corresponding figures for the preceding Fiscal Year and the most recent projections provided pursuant to Section 10.1.2(g) and certified by a Senior Officer of the Borrowers as prepared in accordance with GAAP (other than with respect to such same store sales performance metrics), and fairly presenting the financial position and results of operations for such Fiscal Quarter and period, subject to normal year-end adjustments;

(c) as soon as available, but in any event not later than 30 days after the end of each month (including, without limitation, the third month of each Fiscal Quarter), unaudited balance sheets as of the end of such month and the related statements of income and cash flows and same store sales performance metrics for such month and for the portion of the Fiscal Year then elapsed, on a consolidated basis for the Borrowers and their Subsidiaries, setting forth in comparative form corresponding figures for the preceding Fiscal Year and the most recent projections provided pursuant to Section 10.1.2(g) and certified by a Senior Officer of the Borrowers as prepared in accordance with GAAP (other than such same store sales performance metrics), and fairly presenting the financial position and results of operations for such month and period, subject to normal year-end adjustments;

(d) concurrently with delivery of financial statements under clauses (a), (b) and (c) above, or more frequently if requested by the Agents while an Event of Default exists, a Compliance Certificate executed by a Senior Officer of each Borrower (with such certification to be in such Person’s capacity as a Senior Officer of such Borrower and not in such Person’s individual capacity);

(e) concurrently with delivery of financial statements under clause (a) above, and otherwise promptly after the request by any Agent, copies of any detailed audit reports or management letters submitted to the board of directors (or the audit committee of the board of directors) of any Loan

Party by independent accountants in connection with the accounts or books of any Loan Party or any Subsidiary, or any audit of any of them;

(f) concurrently with delivery of financial statements under clause (b) above, and otherwise promptly after the request by any Agent, a certificate of a duly authorized officer of each Borrower either confirming that there has been no change in such information since the date of the information certificates delivered on the Effective Date or the date of the most recent information certificate delivered pursuant to this Section and/or identifying such changes;

(g) from time to time upon request of any Agent, but in any event no later than 30 days prior to the beginning of each Fiscal Year of the Borrowers, draft projections of the Loan Parties’ consolidated balance sheets, results of operations, cash flow, budgets and availability under the credit facilities (including, without limitation, projections of Revolver Excess Availability) for the next three Fiscal Years, year by year, and for such Fiscal Year, on a month by month basis, such draft projections to be made in good faith based on reasonable assumptions of the Borrowers at the time made; and from time to time upon request of any Agent, but in any event no later than 45 days following the beginning of each Fiscal Year of the Borrowers, final projections of the Loan Parties for each of the types of statements identified herein;

(h) concurrently with delivery of financial statements under clause (b) above, a report setting forth a listing of any new stores, offices or places of business of the Loan Parties since the delivery of the last such report;

(k) compliance certificates (or such other evidence of compliance) with the financial covenants and other terms of the Revolving Loan Documents (or any documents relating to renewals, refinancings and extensions of the Debt incurred thereunder), in each case, at the times and in the forms delivered to the agents and/or the lenders under the Revolving Loan Documents (or any documents relating to renewals, refinancings and extensions of the Debt incurred thereunder);

(l) within fifteen (15) days after the end of each calendar month in each Fiscal Year of the Borrowers, a certification by a Senior Officer of each Borrower, in form and substance reasonably satisfactory to the Agents, (i) that all rent payments of the Borrowers and their Subsidiaries have been made, (ii) that no lease defaults exist for such period, (iii) as to the amount of outstanding consignment accounts payable for such calendar month and the book value determined in accordance with GAAP of Inventory held on a consignment basis, and (iv) describing the long-term debt of the Borrowers and their Subsidiaries as of the end of such calendar month;

(m) (i) promptly upon request of any Agent, furnish to the Agents a copy of the most recent actuarial statement required to be submitted under §103(d) of ERISA, other Applicable Pension Legislation and Annual Report, Form 5500 or other similar document with all required attachments, in

respect of each Guaranteed Pension Plan and Canadian Plan, (ii) promptly upon receipt or dispatch, furnish to the Agents any notice, report or demand sent or received in respect of a Guaranteed Pension Plan under §§302, 4041, 4042, 4043, 4063, 4065, 4066 and 4068 of ERISA, or in respect of a Multiemployer Plan under §4041A, 4202, 4219, 4242, or 4245 of ERISA or in respect of a Canadian Plan or other similar provisions of Applicable Pension Legislation, (iii) promptly deliver to the Agents all information required to be reported to the PBGC under Section 4010 of ERISA, (iv) promptly deliver to the Agents such other documents or governmental reports or filings relating to any Guaranteed Pension Plan, Multiemployer Plan or Canadian Plan as the Agents shall reasonably request and (v) promptly following any request therefor, on and after the effective date of the Pension Protection Act of 2006, the Borrowers shall deliver to the Agents copies of any documents or notices described in Sections 101(j), (k) or (l) of ERISA that the Borrowers or any ERISA Affiliate may request with respect to any Guaranteed Pension Plan or Multiemployer Plan, as applicable; provided, that if the Borrowers or any ERISA Affiliate have not requested such documents or notices from the administrator of sponsor of the applicable Guaranteed Pension Plan or Multiemployer Plan, the Borrowers or ERISA Affiliate shall, upon request from any Agent, promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof;

(n) promptly upon delivery thereof, copies of all documents and materials of a material financial nature or otherwise provided to any other creditor of any Loan Party or any Subsidiary;

(p) at the request of any Agent, a thirteen (13) week cash flow report;

(q) promptly but in any event no later than ten (10) days after any Loan Party’s entry into any consignment arrangement (whether such consignment arrangement is documented or otherwise) in which such Loan Party acts as a consignee (including, without limitation, pursuant to Section 4.1 of the Damiani Distribution Agreement), notify the Agents in writing of such consignment arrangement, specifying the consignor, the consignee, the term of the consignment arrangement, the goods to be consigned and any other material terms of such arrangements and, at the request of any Agent, promptly deliver true, complete and accurate copies of such consignment agreement and related documents and any amendments, modifications, supplements, waivers or other modifications thereof; and

(r) such other reports and information (financial or otherwise) as any Agent may request from time to time in connection with any Collateral or any Loan Party’s or the Subsidiary’s financial condition or business.

versions ( i.e. , soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrowers shall be required to provide paper copies of the Compliance Certificates to the Agents and the Lenders. Except for such Compliance Certificates, no Agent shall have any obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrowers with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

10.1.3. Notices .

(a) Notify the Agents and the Lenders in writing, promptly after any Senior Officer of any Loan Party obtains knowledge thereof, of any of the following that affects a Loan Party: (i) the threat or commencement of any proceeding or investigation, whether or not covered by insurance, reasonably likely to result in a Material Adverse Effect; (ii) any material pending or threatened labor dispute, strike or walkout, or the expiration of any material labor contract; (iii) any material default under or termination of a Material Contract; (iv) the existence of any Default or Event of Default; (v) any default under the Revolving Loan Documents, the Rolex USA Documents, the Rolex Canada Documents, the Quebec Subordinated Debt Documents, the Montrovest Debt Documents, the Damiani Debt Documents, the Additional Subordinated Debt Documents or any other document, instrument or agreement evidencing Debt in excess of the Dollar Equivalent of $500,000; (vi) any judgment in an amount exceeding the Dollar Equivalent of $750,000; (vii) the assertion of any Intellectual Property Claim, if an adverse resolution is reasonably likely to result in a Material Adverse Effect; (viii) any violation or asserted violation of any Applicable Law (including ERISA, OSHA, FLSA, or any Environmental Laws), if an adverse resolution is reasonably likely to result in a Material Adverse Effect; (ix) any material Environmental Release by a Loan Party or on any Property owned, leased or occupied by a Loan Party; or receipt of any Environmental Notice; (x) any circumstance or occurrence reasonably likely to result in a Material Adverse Effect; (xi) any change in the board of directors (or similar governing body) of either Borrower; (xii) the discharge of or any withdrawal or resignation by the Loan Parties’ independent accountants; (xiii) any material change in any Loan Party’s accounting or financial reporting practices; (xiv) any incurrence of Debt, issuance of Capital Stock or dispositions of Property with a fair market value in excess of the Dollar Equivalent of $500,000, in each case, by any Loan Party or, if applicable, any change in any Debt rating of any Loan Party; (xv) any opening of a new store, office or place of business; (xvi) any damage to, or destruction of, any material portion of the Collateral; (xvii) a “US Revolver Overadvance” or a “Canadian Overadvance” (as such terms are defined in the Revolving Credit Agreement) as a result of a decrease in the “US Borrowing Capacity” or the “Canadian Borrowing Capacity”, as applicable, in which case such notice shall also include the amount of such “Overadvance Loan” (as such terms are defined in the Revolving Credit Agreement); (xviii) any Loan Party’s adoption of a French form of name or any change in any Loan Party’s corporate name, identity, corporate structure, chief executive office, domicile or Federal Taxpayer Identification Number, and (xix) any notices, materials or other information provided outside the ordinary course of business to the agents and/or lenders under the Revolving Loan Documents, the Rolex USA Documents, the Rolex Canada Documents, the Quebec Subordinated Debt Documents, the Montrovest Debt Documents, the Damiani Debt Documents, or the Additional Subordinated Debt Documents. The Loan Parties hereby agree not to effect or permit any change referred to in clause (xviii) above unless all filings have been made under the UCC, PPSA or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in and Lien on all the Collateral as contemplated in the Security Documents.

such Subsidiary, and (ii) any failure of any Borrower or any Subsidiary to pay rent at any location, which failure continues for more than fifteen (15) days following the day on which such rent is due and payable by such Borrower or such Subsidiary.

10.1.4. Landlord and Storage Agreements . Upon request, provide the Agents with copies of all existing agreements, and promptly after execution thereof provide the Agents upon request with copies of all future agreements, between a Loan Party and any landlord, warehouseman, processor, shipper, bailee or other Person that owns any premises at which any Collateral having an aggregate value of more than the Dollar Equivalent of $100,000 may be kept or that otherwise may possess or handle any Collateral.

10.1.5. Compliance with Laws; Organizational Documents; Material Contracts . Comply (a) with all Applicable Laws, including ERISA, Environmental Laws, FLSA, OSHA, Anti-Terrorism Laws, and laws regarding pension plans and the collection and payment of Taxes, and maintain all Governmental Approvals necessary to the ownership of its Properties or conduct of its business, unless failure to comply or maintain could not reasonably be expected to have a Material Adverse Effect, (b) with all Organizational Documents unless failure to comply therewith would not (x) be reasonably expected to have a Material Adverse Effect and (y) be reasonably expected to have a materially adverse effect on the Agents or any Lender and (c) with all of its Material Contracts except in each case where the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, if any material Environmental Release occurs at or on any Properties of any Loan Party or any Subsidiary, it shall act promptly and diligently to investigate and report to the Agents and all appropriate Governmental Authorities the extent of, and to make appropriate remedial action to eliminate, such Environmental Release, whether or not directed to do so by any Governmental Authority.

10.1.6. Taxes . Pay, remit and discharge all Taxes prior to the date on which they become delinquent or penalties attach, unless such Taxes are being Properly Contested.

10.1.7. Insurance . In addition to the insurance required hereunder with respect to Collateral, maintain insurance with insurers (rated A or better by Best Rating Guide) reasonably satisfactory to the Agents, with respect to the Properties, business and business interruption of the Loan Parties and Subsidiaries of such type (including product liability, workers’ compensation, larceny, embezzlement, or other criminal misappropriation insurance), in each case, in such amounts, and with such coverages and deductibles as are customary for companies similarly situated.

10.1.8. Licenses . Keep each License affecting any Collateral (including the manufacture, distribution or disposition of Inventory) or any other material Property of the Loan Parties and Subsidiaries in full force and effect, if the failure to maintain such License is reasonably likely to result in a Material Adverse Effect, promptly notify the Agents of any proposed modification to any such License, or entry into any new License, in each case at least 30 days prior to its effective date and notify the Agents of any default or breach asserted by any Person to have occurred under any License.

10.1.9. Future Subsidiaries . Promptly notify the Agents upon any Person’s becoming a Subsidiary and cause such Person, within 45 days after such Person becomes a Subsidiary, to (i) join this Agreement and the other Loan Documents, in a manner reasonably satisfactory to the Agents, as a Borrower or Guarantor hereunder and thereunder (such determination to be made by the Agents in their sole discretion), and (ii) execute and deliver such documents, instruments and agreements and to take such other actions as the Administrative Agent shall require to evidence and perfect a Lien (subject only to the Liens in favor of the Revolving Agent or the Canadian Revolving Agent) in favor of the Administrative Agent (for the benefit of the Secured Parties) on all assets of such Person as security for

the Obligations, including delivery of such legal opinions and such other information, in form and substance reasonably satisfactory to the Agents, as they shall deem reasonably appropriate.

10.1.10. Payment of Obligations . Pay and discharge as the same shall become due and payable all its obligations and liabilities, including (a) all lawful claims which, if unpaid, would by law become a Lien (other than a Permitted Lien) upon its property; and (b) all Debt, as and when due and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such Debt.

10.1.11. Preservation of Existence . Preserve, renew and maintain in full force and effect its legal existence and good standing under the laws of the jurisdiction of its organization.

10.1.12. Maintenance of Properties . Maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in working order and condition, ordinary wear and tear excepted and make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

10.1.13. Books and Records . Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of such Loan Parties or such Subsidiary, as the case may be.

10.1.14. Compliance with Terms of Leaseholds . Make all payments and otherwise perform all obligations in respect of all leases of real property to which any Loan Party or any of its Subsidiaries is a party, keep such leases in full force and effect and not allow such leases to lapse or be terminated or any rights to renew such leases to be forfeited or cancelled, notify the Agents of any default by any party with respect to such leases and cooperate with the Agents in all respects to cure any such default, and cause each of its Subsidiaries to do so, except, in any case, where the failure to do so, either individually or in the aggregate, could not be reasonably likely to have a Material Adverse Effect.

10.1.15. Use of Proceeds . Use the proceeds of the Term Loan solely for the purposes set forth in Section 2.1.3 .

10.1.16. Lien Searches . Promptly following receipt of the acknowledgment copy of any financing statements filed under the UCC or the PPSA in any jurisdiction (or the equivalent in any foreign jurisdiction) by or on behalf of the Secured Parties, deliver to the Agents completed requests for information listing such financing statement and all other effective financing statements filed in such jurisdiction that name any Loan Party as debtor, together with copies of such other financing statements.

10.1.17. Lien Waivers and Lien Priority Agreements . Use commercially reasonable efforts to deliver not later than 45 days after the opening of any new location, Lien Waivers for each distribution center, warehouse or storage facility at which Collateral is located; provided , that the Loan Parties shall use commercially reasonable efforts to deliver not later than 10 days after the opening of any new location in a province or territory of Canada in which there is no PPSA registration, Lien Waivers for each distribution center, warehouse or storage facility at which Collateral is located. Each Loan Party shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to deliver a Lien Priority Agreement for each of the Loan Party’s locations in the province of Québec,

Canada with respect to which registered hypothecs have priority over the Lien of the Administrative Agent in any of the Collateral.

10.1.18. Sales Taxes . If requested by any Agent, all or any portion of any Loan will be set aside by the relevant Borrower to cover such Borrower’s obligations for overdue sales or goods and services Tax on account of sales since the then most recent Borrowing pursuant to the Notice of Borrowing delivered in connection therewith.

10.1.19. [Reserved.]

10.1.20. Lenders’ Meetings . Upon the request of any Agent or the Required Lenders, participate in a meeting of the Agents and the Lenders once during each Fiscal Year to be held at the Borrowers’ corporate offices (or at such other location as may be agreed to by the Borrowers and the Administrative Agent) at such time as may be agreed to by the Borrowers and the Agents.

10.1.21. Communication with Accountants . Upon any Agent’s reasonable request, authorize and instruct that the Borrowers’ independent certified public accountants communicate with the Agents with respect to the financial condition of the Borrowers and their Subsidiaries and make available all documents and other information reasonably requested by any Agent; provided that the Borrowers and the other Loan Parties may participate in all such communications.

10.1.22. Further Assurances . Promptly upon request by any Agent or any Lender, (a) correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as any Agent or any Lender may reasonably require from time to time in order to (i) carry out more effectively the purposes of the Loan Documents, (ii) to the fullest extent permitted by Applicable Law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Security Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Security Documents and any of the Liens intended to be created thereunder and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document or under any other instrument executed in connection with any Loan Document to which any Loan Party or any of its Subsidiaries is or is to be a party, and cause each of its Subsidiaries to do so.

10.2. Negative Covenants . For so long as any Obligations are outstanding, each Loan Party shall not, and shall cause each Subsidiary not to:

10.2.1. Permitted Debt . Create, incur, guarantee or suffer to exist any Debt, except:

(a) the Obligations;

(b) the Revolving Loan Debt;

(c) the Quebec Subordinated Debt in an outstanding amount not to exceed Cdn. $12,000,000 at any time and solely to the extent that such Debt is subject to the Quebec Subordination Agreements; provided that (i) the Quebec Subordinated Debt Documents shall be in form and substance reasonably satisfactory to the Agents, and (ii) the Quebec Subordinated Debt shall be subject to the Quebec Subordination Agreements;

(d) Intercompany Debt;

(e) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the Ordinary Course of Business;

(g) Debt incurred in connection with the acquisition, lease or leasing after the Effective Date of any equipment or fixtures by a Loan Party or under any Capital Lease, provided that the aggregate principal amount of such Debt of the Loan Parties shall not exceed the Dollar Equivalent of $15,000,000 at any one time;

(h) Reserved;

(i) Reserved;

(j) such other unsecured Debt that is expressly subordinated to the Full Payment of the Obligations on terms and conditions and pursuant to a subordination agreement acceptable to the Agents; provided that the aggregate principal amount of such Debt of the Loan Parties shall not exceed the Dollar Equivalent of $15,000,000 at any time;

(k) unsecured Debt constituting the Management Debt to the extent subject to the Management Subordination Agreement;

(m) the Damiani Debt of the Loan Parties; provided that the aggregate amount of such Damiani Debt of the Loan Parties shall not exceed the Dollar Equivalent of $10,600,000 at any one time.

10.2.2. Permitted Liens . Create or suffer to exist any Lien upon any of its Property, except the following (collectively, “ Permitted Liens ”):

(a) Liens in favor of the Administrative Agent for the benefit of the Secured Parties granted pursuant to any Loan Document;

(b) Liens securing the Revolving Loan Debt, subject to the provisions of the Intercreditor Agreement;

(d) deposits or pledges made in connection with, or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security or like obligations;

(h) Liens existing on the date hereof and listed on Schedule 10.2.2 hereto (other than Permitted Liens described in clauses (a), (b), (j), and (m) of this Section 10.2.2 );

(j) (i) the Rolex USA Liens, and (ii) the Rolex Canada Liens and any Liens in favor of Rolex Canada Ltd. to the extent constituting valid and perfected purchase money security interests in accordance with Applicable Law;

(k) Liens of a bank or financial institution with respect to funds deposited with such institution, including in respect of contractual rights of set-off;

(n) Reserved;

(o) Liens created in connection with any goods or merchandise on consignment in which any Loan Party acts as “consignor”, provided that the Borrowers shall have delivered written notice to the Agents of the applicable Loan Party’s intention to enter into such consignment arrangements at least ten (10) days prior to the entry thereof and shall have provided the Agents complete copies of the proposed consignment agreements (if any);

(p) Reserved;

10.2.3. Equitable Lien . If any Loan Party shall create or assume any Lien upon any of its Properties, whether now owned or hereafter acquired, other than Permitted Liens, it shall make or cause to be made effective provisions whereby the Obligations will be secured by such Lien equally and ratably with any and all other Debt secured thereby as long as any such Debt shall be so secured; provided that, notwithstanding the foregoing, this covenant shall not be construed as a consent by the Required Lenders to the creation or assumption of any such Lien not otherwise permitted hereby. No Loan Party shall grant any Lien on any Property to the Revolving Lenders unless such Loan Party grants a Lien on such Property to the Administrative Agent.

10.2.4. No Further Negative Pledges . Enter into any agreement prohibiting the creation or assumption of any Lien upon any of its Properties (other than the Loan Documents and the Revolving Loan Documents), whether now owned or hereafter acquired, except with respect to (a) restrictions on specific assets which assets are the subject of purchase money security interests to the extent permitted under Section 10.2.2(i) , and (b) customary anti-assignment provisions contained in leases and licensing and other agreements entered into by a Loan Party in the Ordinary Course of Business.

10.2.5. [ Reserved. ]

10.2.6. Restricted Junior Payments . Through any manner or means or through any other Person, directly or indirectly, declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Junior Payment except:

(a) the Borrowers shall be permitted to declare dividends or distributions on or in respect of any shares of any class of Capital Stock of the Borrowers on a quarterly basis but in any event

not later than forty-five (45) days after each date on which the Borrowers deliver their financial statements to the Lenders in accordance with Section 10.1.2(b) , in each case in an amount not to exceed 33% of Consolidated Net Income for the twelve month period ended as of each such Fiscal Quarter, provided that (i) Fixed Charge Coverage Ratio, measured on a pro forma basis after giving effect to any such payment, is greater than 1.30:1.00, (ii) the aggregate amount of such dividends and distributions actually paid by the Borrowers during the twelve month period ended as of any Fiscal Quarter end shall not exceed 33% of Consolidated Net Income for such twelve month period, (iii) no Default or Event of Default shall have occurred and be continuing at the time such dividends and distributions are made or would result therefrom and (iv) Revolver Excess Availability shall be greater than or equal to $30,000,000 (A) at all times during the thirty (30) day period preceding the date any such dividends and distributions are made, (B) immediately after giving effect to the making of any such dividends and distributions and (C) on a prospective basis (as demonstrated pursuant to projections of the Borrowers of the type described in Section 10.1.2(g) , in form and substance reasonably satisfactory to the Agents, which shall have been delivered to the Agents prior to the date of any such dividends and distributions are made), at all times during the twelve month period commencing on the date any such dividends and distributions are made;

(b) the Borrowers shall be permitted to pay Gestofi SA fees and expenses in an aggregate amount not greater than $250,000 in any Fiscal Year, payable monthly in arrears in equal monthly payments of up to $20,833.33, for services to be provided to the Borrowers by Mr. Niccolo Rossi, an employee of Gestofi SA, provided that no Default or Event of Default shall have occurred and be continuing at the time of such payment or would result therefrom;

(c) the Borrowers and the Guarantors shall be permitted to make any payments of principal and interest on any Intercompany Debt to the extent permitted under Section 10.2.12 ;

(d) the Borrowers shall be permitted to make any payment of the Management Debt to the extent expressly permitted under the Management Subordination Agreement, so long as no Default or Event of Default then exists or would (after taking into consideration the payment to be made) result therefrom;

(e) the Borrowers shall be permitted to (i) pay to any of Regaluxe S.r.L., Montrovest B.V. or Gestofi SA, an aggregate amount not to exceed $250,000 in any Fiscal Year (or such greater amount to the extent consented to in writing by the Agents in its sole discretion) for expenses incurred by any of Regaluxe S.r.L., Montrovest B.V. or Gestofi SA on behalf of the Chairman of the Canadian Borrower in connection with carrying out his duties as Chairman of the Canadian Borrower in the ordinary course of business and (ii) (x) pay Regaluxe S.r.L. a fee of not more than 3.5% of the total price of the goods sold to Regaluxe S.r.L. in the form of a discount (which fee shall be payable to cover import duties and the carrying costs of value-added taxes financing), and (y) reimburse Regaluxe S.r.L. for other reasonable costs and expenses incurred by Regaluxe S.r.L. in connection with the importation by Regaluxe S.r.L. of goods of the Canadian Borrower and the subsequent sale of such goods by Regaluxe S.r.L. to certain Italian jewellery stores (so long as, to the extent requested by the Agents, the Agents are provided with satisfactory documentation supporting such fees, costs and expenses), provided that in each case, no Default or Event of Default shall have occurred and be continuing at the time of such payment or would result therefrom; and

(f) the Borrowers shall be permitted to pay to Montrovest B.V. a one-time amendment fee of $75,000 pursuant to the Montrovest Debt Documents on or about the Effective Date.

10.2.7. Restrictions on Subsidiary Distributions . Except as provided herein and in the Revolving Loan Documents, the Borrowers shall not, and shall not permit any Subsidiary of the

Borrowers to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of the Borrowers to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by any Borrower or any other Subsidiary of any Borrower, (b) repay or prepay any Debt owed by such Subsidiary to any Borrower or any other Subsidiary of such Borrower, (c) make loans or advances to the Borrowers or any other Subsidiary of the Borrowers, or (d) transfer any of its property or assets to the Borrowers or any other Subsidiary of the Borrowers other than restrictions (i) in agreements evidencing Debt permitted by Sections 10.2.1(g) that impose restrictions on the property so acquired, (ii) in any Contractual Obligation listed in Schedule 10.2.7 in effect on the Effective Date and (iii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the Ordinary Course of Business .

10.2.8. [ Reserved. ]

10.2.9. Investments . Directly or indirectly, make or own any Investment in any Person, including without limitation any Joint Venture, except:

(a) Investments in cash and Cash Equivalents;

(b) Investments existing on the date hereof and listed on Schedule 9.1.6(b) hereto;

(d) Investments consisting of promissory notes received as proceeds of asset dispositions permitted pursuant to Section 10.2.13(b) ;

(g) a one-time Investment by the Borrowers in CGS Canada in an amount not to exceed $50,000;

(h) Investments by the Borrowers in the Excluded Subsidiaries not to exceed $300,000 in the aggregate outstanding at any time unless approved by the Agents or to the extent that the Investment is made with the net cash proceeds contemporaneously received by the Canadian Borrower from equity issuances and equity contributions made for the sole purpose of such Investment; and

(i) the grant by the Canadian Borrower to the Excluded Subsidiaries of the exclusive right to use the trademarks identified on Schedule 10.2.9(i) hereto in Hong Kong, People’s

Republic of China, Mongolia and/or Macau, and the making available by the Canadian Borrower to the Excluded Subsidiaries of the Canadian Borrower’s know-how, confidential or proprietary information and similar Intellectual Property related to the business of the Canadian Borrower solely for use in Hong Kong, People’s Republic of China, Mongolia and/or Macau;

provided , however , that, with the exception of Investments referred to in clauses (f), (g), (h) and (i) of this Section 10.2.9 , such Investments will be considered Investments permitted by this Section 10.2.9 , only if all actions have been taken to the satisfaction of the Administrative Agent to provide to the Administrative Agent, for the benefit of the Lenders and the Agents, a perfected security interest in all of such Investments free of all Liens other than (i) Liens in favor of the Revolving Agent or the Canadian Revolving Agent, or (ii) Permitted Liens entitled to priority under Applicable Law.

10.2.10. Prepayment and Cancellation of Certain Debt . Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, any Debt (including, without limitation, (a) any Intercompany Debt or Management Debt (unless otherwise permitted pursuant to Section 10.2.6 ), (b) the Quebec Subordinated Debt prior to its due date under the agreements evidencing such Debt as in effect on the Effective Date (in each case, or as amended thereafter in accordance with Section 10.2.11 ), unless otherwise permitted pursuant to Section 10.2.12 , and (c) the Montrovest Debt, the Damiani Debt or the Additional Subordinated Debt, in each case prior to its respective due date under the Montrovest Debt Documents, the Damiani Debt Documents or the applicable Additional Subordinated Debt Documents, and as in effect on the date of entry thereof (in each case, or as amended thereafter in accordance with Section 10.2.11 ), unless otherwise permitted pursuant to Section 10.2.12 . Notwithstanding the foregoing, the Borrowers may pay or prepay the Revolving Loan Debt subject to the terms of the Intercreditor Agreement.

10.2.11. Amendments or Waivers of Revolving Loan Documents, Management Agreement, Quebec Subordinated Debt Documents, Montrovest Debt Documents, Damiani Debt Documents, Additional Subordinated Debt Documents and Organizational Documents . (a) Agree to any amendment, restatement, supplement or other modification to, or waiver of any of its material rights under, the Revolving Loan Documents (except to the extent expressly permitted under the Intercreditor Agreement), the Management Agreement (except to the extent expressly permitted by the Management Subordination Agreement), the Quebec Subordinated Debt Documents, the Montrovest Debt Documents (except to the extent expressly permitted by the Montrovest Subordination Agreement), the Damiani Debt Documents (except to the extent expressly permitted by the Damiani Subordination Agreement), or any Additional Subordinated Debt Documents, without in each case obtaining the prior written consent of the Required Lenders to such amendment, restatement, supplement or other modification or waiver; or (b) amend, modify or change any of its Organizational Documents (including by the filing or modification of any certificate of designation), other than any such amendments, restatements, supplements or other modifications or waivers which are not adverse in any material respect to the interests of the Lenders. Each Loan Party shall deliver to the Agents complete and correct copies of any amendment, restatement, supplement or other modification to or waiver of the Revolving Loan Documents, the Management Agreement, the Quebec Subordinated Debt Documents, the Montrovest Debt Documents, the Damiani Debt Documents, any Additional Subordinated Debt Documents or Organizational Documents.

10.2.12. Subordinated Debt .

(a) Reserved.

(b) Make any payments in respect of the Quebec Subordinated Debt; provided , that the Loan Parties may make (i) regularly scheduled payments of principal and interest in respect of the

Quebec Subordinated Debt so long as no Default or Event of Default then exists or would (after taking into consideration the payment to be made) result therefrom, and (ii) prepayments of principal in respect of the Quebec Subordinated Debt so long as (A) Fixed Charge Coverage Ratio, measured on a pro forma basis after giving effect to any such payment, is greater than 1.10:1.00, (B) Revolver Excess Availability as of such date (calculated on a pro forma basis after taking into consideration the payment to be made) shall be greater than an amount equal to the product of (x) thirty percent (30%) multiplied by (y) the Revolving Borrowing Capacity ( provided that, for purposes of this clause (b)(ii)(B)(y), the Revolving Borrowing Capacity shall be calculated without deduction of the Availability Block, the Loan to Value Reserve, the Term Loan Discretionary Reserve and the Seasonal Availability Block), (C) such payment is made within fifteen (15) days after the Borrowers have delivered to the Agents the financial statements pursuant to Section 10.1.2(b) , (D) no Default or Event of Default then exists or would (after taking into consideration the payment to be made) result therefrom and (E) not less than five (5) days prior to such payment, the Borrowers shall have delivered to the Agents a certificate certifying, and providing appropriate calculations, as to the matters set forth in clauses (A) through (D) of this clause (b)(ii).

(c) Make any payments in respect of any Intercompany Debt; provided , that the Loan Parties may make such principal and interest payments so long as no Default or Event of Default then exists or would (after taking into consideration the payment to be made) result therefrom.

(d) Reserved;

(e) Make any payments in respect of the Montrovest Debt other than, so long as no Default or Event of Default then exists or would (after taking into consideration the payment to be made) result therefrom, regularly scheduled payments of interest in respect of the Montrovest Debt as and when due pursuant to the Montrovest Debt Documents. No prepayment of, or payments of principal on, the Montrovest Debt may be made without the prior written consent of the Agents in their sole discretion.

(f) Make any payments in respect of any Additional Subordinated Debt other than to the extent permitted pursuant to the Subordination Agreement entered into in connection with such Additional Subordinated Debt.

(g) Make any payments in respect of the Damiani Debt other than to the extent permitted pursuant to the Damiani Subordination Agreement or another Subordination Agreement in form, scope and substance satisfactory to the Agents.

10.2.13. Fundamental Changes; Asset Acquisition; Disposition of Assets .

(a) Become a party to any merger, amalgamation or consolidation, or agree to or effect any asset acquisition or stock acquisition (other than the acquisition of assets in the Ordinary Course of Business consistent with past practices) except (i) the merger, amalgamation or consolidation of one or more of the Subsidiaries of the Borrowers (other than a Borrower) or the Guarantors (other than a Borrower) with and into one of the Borrowers or the Guarantors, provided that (A) in the event of any merger, amalgamation or consolidation of a Borrower and a Guarantor (other than a Borrower), such Borrower shall be the continuing or surviving Person and (B) other than as described in clause (a)(i)(A) herein, in the event that any Borrower or any Guarantor (other than a Borrower) is a party to such merger, amalgamation or consolidation, such Borrower or such Guarantor shall be the continuing or surviving Person, (ii) the merger, amalgamation or consolidation of two or more Subsidiaries of the Borrowers (other than a Borrower) or the Guarantors (other than a Borrower); provided that in the event any Guarantor is a party to such merger, amalgamation, consolidation, asset acquisition or stock acquisition, such Guarantor shall be the continuing or surviving Person or (iii) any other mergers, amalgamations, consolidations, asset acquisitions or stock acquisitions not otherwise contemplated pursuant to this

Section 10.2.13(a) in an aggregate amount not to exceed the Dollar Equivalent of $5,000,000, provided that, in each case, (x) in the event any Borrower is a party to such merger, amalgamation, consolidation, asset acquisition or stock acquisition, such Borrower shall be the continuing or surviving Person, (y) the relevant Borrower or Guarantor takes all actions required by the Administrative Agent in order for the Administrative Agent to acquire a perfected security interest (subject only to the first priority security interest in favor of the Revolving Agent or the Canadian Revolving Agent) in such newly acquired assets or stock; and (z) in the case of an asset acquisition or a stock acquisition by any Loan Party, such Loan Party shall, at such Loan Party’s expense, cause any new Subsidiary formed or acquired thereby to (A) join this Agreement and the other Loan Documents as required pursuant to Section 10.1.9 and (B) if any shares of Capital Stock or Debt of such Subsidiary are owned by or on behalf of any Loan Party, such Loan Party shall cause such shares and promissory notes evidencing such Debt to be pledged to the Administrative Agent within 45 days after such Subsidiary is formed or acquired, provided that in no event shall compliance with this Section 10.2.13(a) waive or be deemed a waiver or consent to any transaction giving rise to the need to comply with this Section 10.2.13(a) if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any such Subsidiary, an approval of such Person as a Borrower or a Guarantor or permit the inclusion of any acquired assets in the computation of the Term Loan Borrowing Capacity (or any component definition thereof); or

(b) Become a party to or agree to or effect any sale, lease, license, consignment, transfer or other disposition of assets, other than (i) the sale of Inventory, the licensing of Intellectual Property and the disposition of obsolete assets, in each case in the Ordinary Course of Business and to a Person other than an Excluded Subsidiary, (ii) the sale of Inventory and other assets to a Person other than an Excluded Subsidiary outside the Ordinary Course of Business in connection with Permitted Store Closings, and (iii) the transactions described in Section 10.2.9(i) hereof.

10.2.14. Sales and Leasebacks . Except for sales of equipment in the Ordinary Course of Business to a Person other than an Excluded Subsidiary, enter into any arrangement, directly or indirectly, whereby any Loan Party shall sell or transfer any Property owned by it in order then or thereafter to lease such Property or lease other Property that such Loan Party intends to use for substantially the same purpose as the Property being sold or transferred.

10.2.15. Transactions with Affiliates . Directly or indirectly, engage in any transaction with any Affiliate (other than for services as employees, officers and directors, including employee discounts consistent with past practices), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any such Affiliate or, to the knowledge of the Borrowers, any corporation, partnership, trust or other Person in which any such Affiliate has a substantial interest or is an officer, director, trustee or partner, except to the extent (i) the terms are more favorable to such Person than would have been obtainable on an arm’s-length basis with an unrelated party in the Ordinary Course of Business; or (ii) in accordance with Section 10.2.6(b) , Section 10.2.6(e) , Section 10.2.6(f) or Section 10.2.13(b)(iii) .

10.2.16. Business Activities; Permitted Store Closings . (a) Engage directly or indirectly (whether through the Subsidiaries or otherwise) in any type of business other than the businesses conducted by the Loan Parties on the Effective Date and in related businesses, (b) execute, alter, modify, or amend any lease; provided , however , that the Loan Parties may (i) alter, modify or amend any lease in a manner beneficial to the Loan Parties so long as any such alteration, modification or amendment does not adversely affect any rights of the Agents or the Lenders hereunder and (ii) the Loan Parties may terminate the leases on the retail locations which constitute a Permitted Store Closing,

or (c) except as provided in clause (b) hereof, commit to, or open or close any location at which a Loan Party maintains, offers for sales, or stores any of the Collateral.

10.2.17. Accounting Changes; Fiscal Year; Tax Consolidation . (a) Make or permit any material change, any change which would have a material impact on the results of operations or financial condition or financial statements or make any change which would be determinative as to whether or not the Borrowers and their Subsidiaries would be in compliance with any of the covenants set forth in Section 10.2 hereof, in accounting policies or reporting practices, without the consent of the Agents, which consent shall not be unreasonably withheld, except changes that are required by or permitted under GAAP or (b) change its Fiscal Year end from the last Saturday of March of each year.

10.2.18. Margin Regulations . Use all or any portion of the proceeds of the Term Loan to purchase or carry margin stock (within the meaning of Regulation U of the Federal Reserve Board) in contravention of Regulation U of the Federal Reserve Board.

10.2.19. Hedging Agreements . Enter into any Hedging Agreement.

10.2.20. No Speculative Transactions . Engage in any transaction involving commodity options, futures contracts or similar transactions.

10.2.21. Amendment of Rolex USA Documents and Rolex Canada Documents . Amend any provision of any Rolex USA Document or any Rolex Canada Document in a manner adverse to the Administrative Agent and the other Secured Parties without the prior written consent of the Agents.

10.2.22. Canadian Subsidiaries . Permit the Canadian Borrower to have any Subsidiary other than the US Borrower, BME IPCO and CGS Canada.

10.2.23. Canadian Plans . Permit any Canadian Loan Party or any of its Subsidiaries to maintain any Canadian Plan that is a defined benefit pension plan.

10.2.24. Jose Hess Trademark . Permit any Loan Party or any Subsidiary of a Loan Party to use the “Jose Hess & Design” trademark with registration number 1,100,692 until such trademark has been assigned to a Loan Party and the security interest and Lien of the Administrative Agent is properly recorded against such trademark with the United States Patent and Trademark Office.

10.2.25. Certain Consignment Arrangements . Permit any Loan Party or any Subsidiary of a Loan Party to (a) hold any consigned inventory from any of Clover Corporation, M. Fabrikant & Sons, Inc. or S.H.R. Inc. unless and until the Agents shall have received evidence satisfactory to the Agents that any UCC filings on record or to be recorded in respect of any consignment arrangements made by such Persons are satisfactory to the Agents, or (b) engage in any consignment arrangement with any Loan Party or any Subsidiary of a Loan Party.

SECTION 11. EVENTS OF DEFAULT; REMEDIES ON DEFAULT

11.1. Events of Default . Each of the following shall be an “ Event of Default ” hereunder, if the same shall occur for any reason whatsoever, whether voluntary or involuntary, by operation of law or otherwise:

(a) Any Borrower fails to pay any principal of the Term Loan, any interest on the Term Loan, any fee or any other amount payable under this Agreement or any other Loan Document,

when and as the same shall become due and payable (whether at stated maturity, on demand, upon acceleration or otherwise); or

(d) Any Loan Party breaches or fails to perform any other covenant contained in any Loan Documents, and such breach or failure is not cured within 15 days after a Senior Officer of such Loan Party receives notice thereof from the Administrative Agent; provided , however , that such notice and opportunity to cure shall not apply if the breach or failure to perform is not capable of being cured within such period; or

(e) Any Guarantor repudiates, revokes or attempts to revoke its Guaranty; any Loan Party denies or contests the validity or enforceability of any Loan Documents or Obligations, or the perfection or priority of any Lien granted to the Administrative Agent; or any Loan Document ceases to be in full force or effect for any reason (other than a waiver or release by the Administrative Agent and the Lenders) or any Loan Party shall so state in writing; or

(h) Any loss, theft, damage or destruction occurs with respect to any Collateral if the amount not covered by insurance exceeds the Dollar Equivalent of $1,000,000; or

to or commences any liquidation, dissolution or winding up of its affairs; or any Loan Party or any of its Subsidiaries ceases to be Solvent; or

(j) Any Insolvency Proceeding is commenced by any Loan Party or any of its Subsidiaries; an Insolvency Proceeding is commenced against any Loan Party or any of its Subsidiaries and such Loan Party or such Subsidiary consents to the institution of the proceeding against it, the petition, filing or other proceeding commencing the proceeding is not timely controverted by such Loan Party or such Subsidiary, such petition, filing or other proceeding is not dismissed or stayed within 45 days after its filing or institution, or an order for relief is entered in the proceeding; a trustee (including an interim trustee), receiver (including an interim receiver or receiver manager) monitor, agent, custodian, sequestrator, administrator, liquidator or like official is appointed to take possession of any substantial Property of or to operate any of the business of any Loan Party or any of its Subsidiaries; or any Loan Party or any of its Subsidiaries makes a proposal or offer (or files a notice of intention to make a proposal or offer) of settlement, extension, arrangements or composition to its unsecured creditors generally; or

(k) The Borrowers or any ERISA Affiliate incurs any liability to the PBGC or a Guaranteed Pension Plan pursuant to Title IV of ERISA in an aggregate amount exceeding the Dollar Equivalent of $100,000, or the Borrowers or any ERISA Affiliate is assessed withdrawal liability pursuant to Title IV of ERISA by a Multiemployer Plan requiring aggregate annual payments exceeding the Dollar Equivalent of $100,000, the receipt by the Borrowers or any ERISA Affiliate of notice from any Multiemployer Plan that it is in critical or endangered status, pursuant to Section 432 of the Code and Section 305 of ERISA, or any of the following occurs with respect to a Guaranteed Pension Plan: (i) an ERISA Reportable Event, or a failure to satisfy the minimum funding standards under the Pension Funding Rules, provided that the Agents determine in their reasonable discretion that such event (A) could be expected to result in a liability of the Borrowers or any of their Subsidiaries to the PBGC or such Guaranteed Pension Plan in an aggregate amount exceeding the Dollar Equivalent of $500,000 and (B) could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC, for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan or for the imposition of a Lien in favor of such Guaranteed Pension Plan; or (ii) the appointment by a United States District Court of a trustee to administer such Guaranteed Pension Plan; or (iii) the institution by the PBGC of proceedings to terminate such Guaranteed Pension Plan; or (iv) any event or condition shall occur or exist with respect to a Canadian Plan that could, in the Agents’ good faith judgment, subject any Canadian Loan Party or any of its Subsidiaries to any tax, penalty or other liabilities under the Supplemental Pension Plans Act (Québec) or the Pension Benefits Act (Ontario) or any other Applicable Pension Legislation and which could reasonably be expected to give rise to a Material Adverse Effect, or if any Canadian Loan Party or any of its Subsidiaries is in default with respect to required payments to a Canadian Plan or any Lien arises (save for contribution amounts not yet due) in connection with any Canadian Plan; or

(l) Any Loan Party or any of its Subsidiaries is criminally indicted or convicted for (i) a felony committed in the conduct of such Person’s business, or (ii) any state, federal or foreign Applicable Law (including the Controlled Substances Act, Money Laundering Control Act of 1986 and Illegal Exportation of War Materials Act) that could lead to forfeiture of any assets of such Person included in the Term Loan Borrowing Capacity or any assets of such Person not included in the Term Loan Borrowing Capacity but having a fair market value in excess of the Dollar Equivalent of $1,000,000; or

(m) (i) any breach or default of a Loan Party or any of its Subsidiaries occurs under any of the Revolving Loan Documents (or any documents relating to renewals, refinancings and extensions of the Debt incurred thereunder) or (ii) any such Debt shall become or be declared to be due and payable, or be required to be prepaid or repurchased (other than by a regularly scheduled or required

prepayment), prior to the stated maturity thereof; provided that such breach or default shall be deemed continuing hereunder until the Agents or the Required Lenders have expressly waived such breach or default in writing, notwithstanding the fact that such breach or default may have been waived under the terms of the Revolving Loan Documents; or

(n) (i) the earlier of (A) receipt by a Loan Party or any of its Subsidiaries of notice from any applicable party under any of the Rolex USA Documents, the Rolex Canada Documents, the Quebec Subordinated Debt Documents, the Montrovest Debt Documents, the Damiani Debt Documents or the Additional Subordinated Debt Documents of the occurrence and continuance of a payment default or the occurrence of a payment default under any of such agreements which has continued for fifteen (15) days or (B) any other material breach or default of a Loan Party or any of its Subsidiaries occurs under any of the Rolex USA Documents, the Rolex Canada Documents, the Quebec Subordinated Debt Documents, the Montrovest Debt Documents, the Damiani Debt Documents or the Additional Subordinated Debt Documents (or any documents relating to renewals, refinancings and extensions of the Debt incurred thereunder) or (ii) any such Debt shall become or be declared to be due and payable, or be required to be prepaid or repurchased (other than by a regularly scheduled or required prepayment), prior to the stated maturity thereof; or

(q) (i) Any Security Document shall for any reason fail or cease to create valid, perfected and enforceable Liens on any Collateral purported to be covered thereby or, except as permitted by the Loan Documents, such Liens shall fail or cease to be a perfected with the priorities contemplated by the Intercreditor Agreement, the Quebec Subordination Agreements, the Rolex USA Subordination Agreement, the Rolex Canada Subordination Agreement, the other Subordination Agreements and the other Security Documents, or any Loan Party shall so state in writing; or (ii) any breach or default by any Person (other than the Administrative Agent) occurs under any Subordination Agreement or the Intercreditor Agreement; or (iii) any Person (other than the Administrative Agent) shall repudiate, revoke or attempt to revoke any Subordination Agreement or the Intercreditor Agreement; or (iv) any of the terms of any Subordination Agreement or the Intercreditor Agreement shall be invalidated or cease to be in full force and effect; or

(r) A Change of Control occurs.

11.2. Remedies upon Default . If an Event of Default described in Section 11.1(j) occurs with respect to any Loan Party, then to the extent permitted by Applicable Law, all Obligations shall become automatically due and payable and all Commitments shall terminate, without any action by the Agents or notice of any kind. In addition, or if any other Event of Default exists, the Agents may in their discretion

(and shall upon written direction of the Required Lenders) do any one or more of the following from time to time:

(b) make any adjustment to the Term Loan Borrowing Capacity or any component definition therein;

(c) require the Loan Parties to Cash Collateralize Obligations that are contingent or not yet due and payable, and, if the Loan Parties fail promptly to deposit such Cash Collateral, the Administrative Agent may (and shall upon the direction of the Required Lenders) advance the required Cash Collateral as a Protective Advance;

(e) exercise any other rights or remedies afforded under any agreement (including, without limitation, this Agreement and the other Loan Documents), by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC, the PPSA, the Civil Code of Québec or Applicable Law. Such rights and remedies include the rights to (i) take possession of any Collateral; (ii) require the Loan Parties to assemble Collateral, at the Borrowers’ expense, and make it available to the Administrative Agent at a place designated by the Administrative Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by a Loan Party, the Loan Parties agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as the Administrative Agent, in its discretion, deems advisable. Each Loan Party agrees that 5 days notice of any proposed sale or other disposition of Collateral by the Administrative Agent shall be reasonable. The Administrative Agent shall have the right to conduct such sales on any Loan Party’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. The Administrative Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and the Administrative Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may set off the amount of such price against the Obligations.

11.3. License . The Administrative Agent is hereby granted an irrevocable, non-exclusive license or other right to use, license or sub-license (without payment of royalty or other compensation to

any Person) any or all Intellectual Property of the Loan Parties, computer hardware and software, trade secrets, brochures, customer lists, promotional and advertising materials, labels, packaging materials and other Property, in advertising for sale, marketing, selling, collecting, completing manufacture of, or otherwise exercising any rights or remedies with respect to, any Collateral in each case after the occurrence, and during the continuance, of an Event of Default.

11.4. Setoff . The Agents, the Lenders and their Affiliates and branches are each authorized by the Loan Parties at any time that an Event of Default has occurred and is continuing, without notice to the Loan Parties or any other Person, to set off and to appropriate and apply any deposits (general or special), funds, claims, obligations, liabilities or other Debt at any time held or owing by any Agent, any Lender or any such Affiliate or branch to or for the account of any Loan Party against any Obligations, whether or not demand for payment of such Obligation has been made, any Obligations have been declared due and payable, are then due, or are contingent or unmatured, or the Collateral or any guaranty or other security for the Obligations is adequate.

11.5. Remedies Cumulative; No Waiver .

11.5.1. Cumulative Rights . All covenants, conditions, provisions, warranties, guaranties, indemnities and other undertakings of the Loan Parties contained in the Loan Documents are cumulative and not in derogation or substitution of each other. In particular, the rights and remedies of the Agents and the Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive of any other rights or remedies that the Agents and the Lenders may have, whether under any agreement, by law, at equity or otherwise.

11.5.2. Waivers . The failure or delay of any party hereto to require strict performance by any other party thereto with any terms of the Loan Documents, or to exercise any rights or remedies with respect to Collateral or otherwise, shall not operate as a waiver thereof nor as establishment of a course of dealing. All rights and remedies shall continue in full force and effect until the Full Payment of all Obligations. No modification of any terms of any Loan Documents (including any waiver thereof) shall be effective, unless such modification is specifically provided in a writing directed to the Borrowers and executed by the Borrowers and the Agents or the requisite Lenders, and such modification shall be applicable only to the matter specified. No waiver of any Default or Event of Default shall constitute a waiver of any other Default or Event of Default that may exist at such time, unless expressly stated. If any Agent or any Lender accepts performance by any Loan Party under any Loan Documents in a manner other than that specified therein, or during any Default or Event of Default, or if any Agent or any Lender shall delay or exercise any right or remedy under any Loan Documents, such acceptance, delay or exercise shall not operate to waive any Default or Event of Default nor to preclude exercise of any other right or remedy.

11.6. Judgment Currency . If, for the purpose of obtaining judgment in any court or obtaining an order enforcing a judgment, it becomes necessary to convert any amount due under this Agreement in Dollars or in any other currency (hereinafter in this Section 11.6 called the “ first currency ”) into any other currency (hereinafter in this Section 11.6 called the “ second currency ”), then the conversion shall be made at Bank of America’s spot rate of exchange for buying the first currency with the second currency prevailing at the Administrative Agent’s close of business on the Business Day next preceding the day on which the judgment is given or (as the case may be) the order is made. Any payment made to any Agent or any Lender pursuant to this Agreement in the second currency shall constitute a discharge of the obligations of the Borrowers to pay to the Agents and the Lenders any amount originally due to the Agents and the Lenders in the first currency under this Agreement only to the extent of the amount of the first currency which each Agent and each of the Lenders is able, on the date of the receipt by it of such payment in any second currency, to purchase, in accordance with such Agent’s and such Lender’s normal

banking procedures, with the amount of such second currency so received. If the amount of the first currency falls short of the amount originally due to the Agents and the Lenders in the first currency under this Agreement, each of the Borrowers, with respect to itself and its Subsidiaries, agrees that it will indemnify each Agent and each of the Lenders against and save each Agent and each of the Lenders harmless from any shortfall so arising. This indemnity shall constitute an obligation of each such Borrower separate and independent from the other obligations contained in this Agreement, shall give rise to a separate and independent cause of action and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum or sums in respect of amounts due to any Agent or any Lender under this Agreement or under any such judgment or order. Any such shortfall shall be deemed to constitute a loss suffered by the Agents and each such Lender, as the case may be, and the Borrowers shall not be entitled to require any proof or evidence of any actual loss. The covenant contained in this Section 11.6 shall survive the Full Payment of the Obligations.

SECTION 12. THE AGENTS

12.1. Appointment, Authority and Duties of the Agents

12.1.1. Appointment and Authority of the Agents .

(a) Each Lender appoints and designates GB as the Administrative Agent hereunder. The Administrative Agent may, and each Lender authorizes the Administrative Agent to, enter into all Loan Documents (including, without limitation, the Intercreditor Agreement) to which the Administrative Agent is intended to be a party and accept all Security Documents, for the Administrative Agent’s benefit and the benefit of the Secured Parties. Each Lender agrees that any action taken by the Administrative Agent or the Required Lenders, in accordance with the provisions of the Loan Documents, and the exercise by the Administrative Agent or the Required Lenders of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized and binding upon all Lenders. Without limiting the generality of the foregoing, the Administrative Agent shall have the sole and exclusive authority to (a) act as the disbursing and collecting agent for the Lenders with respect to all payments and collections arising in connection with the Loan Documents; (b) execute and deliver as the Administrative Agent each Loan Document to which it is intended to be a party, including any intercreditor or subordination agreement, and accept delivery of each Loan Document from any Loan Party or other Person; (c) act as collateral agent for the Secured Parties for purposes of perfecting and administering Liens under the Loan Documents and all other matters concerning Collateral of the US Loan Parties and the Non-Canadian Loan Parties and Collateral of the Canadian Loan Parties situated in the United States, and for all other purposes stated therein; and (d) exercise all rights and remedies given to the Administrative Agent with respect to any Collateral under the Loan Documents, Applicable Law or otherwise. The duties of the Administrative Agent shall be ministerial and administrative in nature, and the Administrative Agent shall not have a fiduciary relationship with any Lender, Secured Party, Participant or other Person, by reason of any Loan Document or any transaction relating thereto.

(b) Each Lender appoints and designates each of GB and WFC as a Co-Collateral Agent hereunder. Each Co-Collateral Agent may, and each Lender authorizes such Co-Collateral Agent to, enter into all Loan Documents to which such Co-Collateral Agent is intended to be a party and accept all Security Documents, for such Co-Collateral Agent’s benefit and the benefit of the Secured Parties. Each Lender agrees that any action taken by a Co-Collateral Agent in accordance with the provisions of the Loan Documents, and the exercise by such Co-Collateral Agent of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized and binding upon all Lenders. The duties of each Co-Collateral Agent shall be ministerial and administrative in nature, and no Co-Collateral Agent shall not have a fiduciary relationship with any Lender, Secured Party, Participant or other Person, by reason of any Loan Document or any transaction relating thereto.

(c) For the purposes of the grant of security under the laws of the Province of Québec which may now or in the future be required to be provided by any Loan Party, the Administrative Agent is hereby irrevocably authorized and appointed to act as the holder of an irrevocable power of attorney ( fondé de pouvoir ) (within the meaning of Article 2692 of the Civil Code of Quebec ) in order to hold any hypothec granted under the laws of the Province of Québec as security for any debenture, bond or other title of indebtedness that may be issued by any such Loan Party pursuant to a deed of hypothec and to exercise such rights and duties as are conferred upon a fondé de pouvoir under the relevant deed of hypothec and Applicable Laws (with the power to delegate any such rights or duties). Moreover, in respect of any pledge by any such Loan Party of any such debenture, bond or other title of indebtedness as security for any Obligations, the Administrative Agent shall also be authorized to hold such debenture, bond or other title of indebtedness as agent and pledgee for its own account and for the benefit of all Secured Parties , the whole notwithstanding the provisions of Section 32 of An Act respecting the Special Powers of Legal Persons (Quebec). The execution prior to the date hereof by the Administrative Agent, acting as the holder of an irrevocable power of attorney ( fondé de pouvoir ), of any deed of hypothec or other security documents made pursuant to the laws of the Province of Quebec, is hereby ratified and confirmed. Any person who becomes a Lender or successor Administrative Agent shall be deemed to have consented to and ratified the foregoing appointment of the Administrative Agent as fondé de pouvoir , agent and mandatary on behalf of all Secured Parties, including such person as a Secured Party. For greater certainty, the Administrative Agent, acting as the holder of an irrevocable power of attorney ( fondé de pouvoir ), shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed in favour of the Administrative Agent in this Agreement, which shall apply mutatis mutandis . In the event of the resignation and appointment of a successor Administrative Agent, such successor Administrative Agent shall also act as the holder of an irrevocable power of attorney ( fondé de pouvoir ).

(d) The relationship between the Administrative Agent and each of the other Secured Parties is that of an independent contractor. The use of the term “ Administrative Agent ” is for convenience only and is used to describe, as a form of convention, the independent contractual relationship between the Administrative Agent and each of the other Secured Parties. Nothing contained in this Agreement nor the other Loan Documents shall be construed to create an agency, trust or other fiduciary relationship between the Administrative Agent and any of the other Secured Parties. The relationship between each Co-Collateral Agent and each of the other Secured Parties is that of an independent contractor. The use of the term “ Co-Collateral Agent ” is for convenience only and is used to describe, as a form of convention, the independent contractual relationship between each Co-Collateral Agent and each of the other Secured Parties. Nothing contained in this Agreement nor the other Loan Documents shall be construed to create an agency, trust or other fiduciary relationship between any Co-Collateral Agent and any of the other Secured Parties

(e) As an independent contractor empowered by the Secured Parties to exercise certain rights and perform certain duties and responsibilities hereunder and under the other Loan Documents, each Agent is nevertheless a “ representative ” of the Secured Parties, as that term is defined in Article 1 of the Uniform Commercial Code, for purposes of actions for the benefit of the Lenders and the Agents with respect to all collateral security and guaranties contemplated by the Loan Documents. Such actions include the designation of an Agent, as applicable, as “ secured party ”, “ mortgagee ” or the like on all financing statements and other documents and instruments, whether recorded, filed, registered or otherwise, relating to the attachment, perfection, enforceability, priority or enforcement of any security interests, mortgages, hypothecs or deeds of trust in collateral security intended to secure the payment or performance of any of the Obligations, all for the benefit of the Secured Parties.

12.1.2. Duties . Except as may otherwise be agreed among the Agents and the Lenders in writing from time to time, no Agent shall have any duties except those expressly set forth in the Loan

Documents, nor be required to initiate or conduct any Enforcement Action except to the extent directed to do so by the Required Lenders while an Event of Default exists. The conferral upon any Agent of any right shall not imply a duty on such Agent’s part to exercise such right, unless instructed to do so by the Required Lenders in accordance with this Agreement.

12.1.3. Agent Professionals . Each Agent may perform its duties through agents and employees. Each Agent may consult with and employ Agent Professionals, and shall be entitled to act upon, and shall be fully protected in any action taken in good faith reliance upon, any advice given by an Agent Professional. No Agent shall be responsible for the negligence or misconduct of any agents, employees or Agent Professionals selected by it with reasonable care.

12.1.4. Instructions of the Required Lenders . The rights and remedies conferred upon the Agents under the Loan Documents may be exercised without the necessity of joinder of any other party, unless required by Applicable Law. Each Agent may request instructions from the Required Lenders with respect to any act (including the failure to act) in connection with any Loan Documents, and may seek assurances to its satisfaction from the Lenders of their indemnification obligations under Section 12.6 against all Claims that could be incurred by such Agent in connection with any act. Each Agent shall be entitled to refrain from any act until it has received such instructions or assurances, and no Agent shall incur liability to any Person by reason of so refraining. Instructions of the Required Lenders shall be binding upon all Lenders, and no Lender shall have any right of action whatsoever against any Agent as a result of such Agent acting or refraining from acting in accordance with the instructions of the Required Lenders. Notwithstanding the foregoing, instructions by and consent of all Lenders shall be required in the circumstances described in Section 14.1.1 , and in no event shall, and in no event shall the Required Lenders, without the prior written consent of each Lender, direct the Administrative Agent to accelerate and demand payment of any portion of the Term Loan held by one Lender without accelerating and demanding payment of the Term Loan in its entirety. In no event shall any Agent be required to take any action that, in its opinion, is contrary to Applicable Law or any Loan Documents or could subject any Agent Indemnitee to personal liability.

12.2. Agreements Regarding Collateral and Field Examination Reports .

12.2.1. Lien Releases; Care of Collateral . The Lenders authorize the Administrative Agent to release any Lien with respect to any Collateral (a) upon the occurrence of the Full Payment of the Obligations, (b) that is the subject of a disposition which is permitted under this Agreement (including under Section 10.2.13 ) or a Lien which is a Permitted Lien entitled to priority over the Administrative Agent’s Liens, (c) is non-material and not of the type included in the Term Loan Borrowing Capacity, or (d) with the written consent of all Lenders. The Administrative Agent shall not have any obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by a Loan Party, or is cared for, protected, insured or encumbered, nor to assure that the Administrative Agent’s Liens have been properly created, perfected or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral.

12.2.2. Possession of Collateral . The Agents and the Lenders appoint each Agent and each other Lender as agent for the purpose of perfecting Liens (for the benefit of the Secured Parties) in any Collateral that, under the UCC, PPSA or other Applicable Law, can be perfected by possession. If any Lender obtains possession of any such Collateral, it shall notify the Administrative Agent thereof and, promptly upon the Administrative Agent’s request, deliver such Collateral to the Administrative Agent or otherwise deal with such Collateral in accordance with the Administrative Agent’s instructions or as required by the Intercreditor Agreement.

12.2.3. Reports . The Administrative Agent shall promptly, upon receipt thereof, forward to each Lender (other than the Co-Collateral Agents who shall receive such items directly from the Persons providing such reports) copies of the results of any field audit or other examination or any appraisal prepared by or on behalf of any Agent with respect to any Loan Party or Collateral (“ Report ”). Each Lender agrees (a) that no Agent makes any representation or warranty as to the accuracy or completeness of any Report, and shall not be liable for any information contained in or omitted from any Report; (b) that the Reports are not intended to be comprehensive audits or examinations, and that any Agent or any other Person performing any audit or examination will inspect only specific information regarding Obligations or the Collateral and will rely significantly upon the Loan Parties’ books and records as well as upon representations of the Loan Parties’ officers and employees; and (c) to keep all Reports confidential and strictly for such Lender’s internal use, and not to distribute any Report (or the contents thereof) to any Person (except to such Lender’s Participants, attorneys and accountants) or use any Report in any manner other than administration of the Term Loan and other Obligations. Each Lender agrees to indemnify and hold harmless each Agent and any other Person preparing a Report from any action such Lender may take as a result of or any conclusion it may draw from any Report, as well as any Claims arising in connection with any third parties that obtain all or any part of a Report through such Lender, provided that no Lender shall have any obligation to indemnify and hold harmless such other Person preparing a Report for any claims arising that are determined in a final, non-appealable judgment by a court of competent jurisdiction to result from the gross negligence or willful misconduct of such other Person preparing such Report.

12.3. Reliance by the Agents . Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any certification, notice or other communication (including those by telephone, telex, telegram, telecopy, electronic transmission or e-mail) believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, and upon the advice and statements of the Agent Professionals.

12.4. Action Upon Default . No Agent shall be deemed to have knowledge of any Default or Event of Default unless it has received written notice from a Lender or the Borrower specifying the occurrence and nature thereof. If any Lender acquires knowledge of a Default or Event of Default, it shall promptly notify the Agents and the other Lenders thereof in writing. Each Lender agrees that, except as otherwise provided in any Loan Documents or with the written consent of the Agents and the Required Lenders, it will not take any Enforcement Action, accelerate its Obligations, or exercise any right that it might otherwise have under Applicable Law to credit bid at foreclosure sales, UCC sales or other similar dispositions of Collateral. Notwithstanding the foregoing, however, a Lender may take action to preserve or enforce its rights against a Loan Party where a deadline or limitation period is applicable that would, absent such action, bar enforcement of Obligations held by such Lender, including the filing of proofs of claim in an Insolvency Proceeding.

12.5. Ratable Sharing . If any Lender shall obtain any payment or reduction of any Obligation, whether through set-off or otherwise, in excess of its share of such Obligation, determined on a Pro Rata basis or in accordance with Section 5.5 , as applicable, such Lender shall forthwith purchase from the Administrative Agent and the other applicable Lenders such participations in the affected Obligation as are necessary to cause the purchasing Lender to share the excess payment or reduction on a Pro Rata basis or in accordance with Section 5.5 , as applicable. If any of such payment or reduction is thereafter recovered from the purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

12.6. Indemnification of the Agent Indemnitees .

12.6.1. INDEMNIFICATION . EACH LENDER SHALL INDEMNIFY AND HOLD HARMLESS AGENT INDEMNITEES, TO THE EXTENT NOT REIMBURSED BY THE LOAN PARTIES (BUT WITHOUT LIMITING THE INDEMNIFICATION OBLIGATIONS OF LOAN PARTIES UNDER ANY LOAN DOCUMENTS), ON A PRO RATA BASIS, AGAINST ALL CLAIMS THAT MAY BE INCURRED BY OR ASSERTED AGAINST ANY AGENT INDEMNITEE; PROVIDED THAT NO LENDER SHALL HAVE ANY OBLIGATION TO INDEMNIFY OR HOLD HARMLESS THE AGENT INDEMNITEES FOR ANY CLAIM THAT IS DETERMINED IN A FINAL, NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO RESULT FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY AGENT INDEMNITEE. If any Agent is sued by any receiver, trustee in bankruptcy, debtor-in-possession or other Person for any alleged preference from a Loan Party or fraudulent transfer, then any monies paid by such Agent in settlement or satisfaction of such proceeding, together with all interest, costs and expenses (including attorneys’ fees) incurred in the defense of same, shall be promptly reimbursed to such Agent by the Lenders to the extent of each Lender’s Pro Rata share.

12.6.2. Proceedings . Without limiting the generality of the foregoing, if at any time (whether prior to or after the Termination Date) any proceeding is brought against any Agent Indemnitees by a Loan Party, or any Person claiming through a Loan Party, to recover damages for any act taken or omitted by any Agent in connection with any Obligations, Collateral, Loan Documents or matters relating thereto, or otherwise to obtain any other relief of any kind on account of any transaction relating to any Loan Documents, each Lender agrees to indemnify and hold harmless the Agent Indemnitees with respect thereto and to pay to the Agent Indemnitees such Lender’s Pro Rata share of any amount that any Agent Indemnitee is required to pay under any judgment or other order entered in such proceeding or by reason of any settlement, including all interest, costs and expenses (including attorneys’ fees) incurred in defending same; provided that no Lender shall be liable for payment of any such amount to the extent that it is determined in a final, non-appealable judgment by a court of competent jurisdiction that such judgment, order or settlement resulted from any Agent Indemnitees’ gross negligence or willful misconduct. In the Administrative Agent’s discretion, the Administrative Agent may reserve for any such proceeding, and may satisfy any judgment, order or settlement, from proceeds of Collateral prior to making any distributions of Collateral proceeds to the Lenders provided that it has not been determined in a final, non-appealable judgment by a court of competent jurisdiction that such judgment, order or settlement resulted from any Agent Indemnitees’ gross negligence or willful misconduct.

12.7. Limitation on Responsibilities of the Agents . No Agent shall be liable to the Lenders for any action taken or omitted to be taken under the Loan Documents, except for losses directly and solely caused by such Agent’s gross negligence or willful misconduct. No Agent assumes any responsibility for any failure or delay in performance or any breach by any Loan Party or Lender of any obligations under the Loan Documents. No Agent makes to the Lenders any express or implied warranty, representation or guarantee with respect to any Obligations, Collateral, Loan Documents or Loan Party. No Agent Indemnitee shall be responsible to the Lenders for any recitals, statements, information, representations or warranties contained in any Loan Documents; the execution, validity, genuineness, effectiveness or enforceability of any Loan Documents; the genuineness, enforceability, collectibility, value, sufficiency, location or existence of any Collateral, or the validity, extent, perfection or priority of any Lien therein; the validity, enforceability or collectibility of any Obligations; or the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any Loan Party or Account Debtor. No Agent Indemnitee shall have any obligation to any Lender to ascertain or inquire into the existence of any Default or Event of Default, the observance or performance by any Loan Party of any terms of the Loan Documents, or the satisfaction of any conditions precedent contained in any Loan Documents.

12.8. Successor Agent .

12.8.1. Resignation; Successor Agent . Subject to the appointment and acceptance of a successor Agent as provided below, each Agent may resign at any time by giving at least 30 days written notice thereof to the Lenders and the Borrowers. Upon receipt of such notice, the Required Lenders shall have the right to appoint a successor Administrative Agent or Co-Collateral Agent, as applicable, which shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank with an office in the United States or Canada, as applicable, that, unless a Default or Event of Default exists, is reasonably acceptable to the Borrower Agent. If no successor agent is appointed prior to the effective date of the resignation of the applicable Agent, then such applicable Agent may appoint a successor agent from among the Lenders. Upon acceptance by a successor Agent of an appointment to serve as Administrative Agent or Co-Collateral Agent, as applicable, hereunder, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent, without further act, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have the benefits of the indemnification set forth in Sections 12.6 and 14.2 . Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it in such capacity. Any successor by merger or acquisition of the stock or assets of GB shall continue to be the Administrative Agent and Co-Collateral Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. Any successor by merger or acquisition of the stock or assets of WFC shall continue to be a Co-Collateral Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above.

12.8.2. Separate Agent . It is the intent of the parties that there shall be no violation of any Applicable Law denying or restricting the right of financial institutions to transact business in any jurisdiction. If the Administrative Agent believes that it may be limited in the exercise of any rights or remedies under the Loan Documents due to any Applicable Law, the Administrative Agent may appoint an additional Person who is not so limited, as a separate collateral agent or co-collateral agent. If the Administrative Agent so appoints a collateral agent or co-collateral agent, each right and remedy intended to be available to the Administrative Agent under the Loan Documents shall also be vested in such separate agent. Every covenant and obligation necessary to the exercise thereof by such agent shall run to and be enforceable by it as well as the Administrative Agent. The Lenders shall execute and deliver such documents as the Administrative Agent deems appropriate to vest any rights or remedies in such agent. If any collateral agent or co-collateral agent shall die or dissolve, become incapable of acting, resign or be removed, then all the rights and remedies of such agent, to the extent permitted by Applicable Law, shall vest in and be exercised by the Administrative Agent until appointment of a new agent. Notwithstanding the provisions of this Agreement or any of the other Loan Documents, the Documentation Agent shall have no powers, rights, duties, responsibilities or liabilities with respect to this Agreement and the other Loan Documents.

12.9. Due Diligence and Non-Reliance . Each Lender acknowledges and agrees that it has, independently and without reliance upon any Agent or any other Lenders, and based upon such documents, information and analyses as it has deemed appropriate, made its own credit analysis of each Loan Party and its own decision to enter into this Agreement and to fund its Pro Rata share of the Term Loan. Each Lender has made such inquiries concerning the Loan Documents, the Collateral and each Loan Party as such Lender feels necessary. Each Lender further acknowledges and agrees that the other Lenders and the Agents have made no representations or warranties concerning any Loan Party, any Collateral or the legality, validity, sufficiency or enforceability of any Loan Documents or Obligations. Each Lender will, independently and without reliance upon the other Lenders or the Agents, and based upon such financial statements, documents and information as it deems appropriate at the time, continue to make and rely upon its own credit decisions in making its Pro Rata share of the Term Loan and in

taking or refraining from any action under any Loan Documents. Except for notices, reports and other information expressly requested by a Lender, no Agent shall have any duty or responsibility to provide any Lender with any notices, reports or certificates furnished to any Agent by any Loan Party or any credit or other information concerning the affairs, financial condition, business or Properties of any Loan Party (or any of its Affiliates) which may come into possession of any Agent or any of such Agent’s Affiliates or branches.

12.10. Replacement of Certain Lenders . In the event that any Lender (a) fails to fund its Pro Rata share of the Term Loan, and such failure is not cured within two Business Days, (b) defaults in performing any of its obligations under the Loan Documents, or (c) fails to give its consent to any amendment, waiver or action for which consent of all Lenders was required and the Required Lenders consented, then, in addition to any other rights and remedies that any Person may have, the Administrative Agent may, by notice to such Lender within 120 days after such event, require such Lender to assign all of its rights and obligations under the Loan Documents to Eligible Assignee(s) specified by the Administrative Agent, pursuant to appropriate Assignment and Assumption Agreement(s) and within 20 days after the Administrative Agent’s notice. The Administrative Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Assumption Agreement if the Lender fails to execute same. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents, including all principal, interest and fees through the date of assignment (but excluding any prepayment charge).

12.11. Remittance of Payments and Collections .

12.11.1. Remittances Generally . All payments by any Lender to the Administrative Agent shall be made by the time and on the day set forth in this Agreement, in immediately available funds. If no time for payment is specified or if payment is due on demand by the Administrative Agent and request for payment is made by the Administrative Agent by 11:00 a.m. on a Business Day, payment shall be made by the Lender not later than 2:00 p.m. on such day, and if request is made after 11:00 a.m., then payment shall be made by 11:00 a.m. on the next Business Day. Payment by the Administrative Agent to any Lender shall be made by wire transfer, in the type of funds received by the Administrative Agent. Any such payment shall be subject to the Administrative Agent’s right of offset for any amounts due from such Lender under the Loan Documents.

12.11.2. Failure to Pay . If any Lender fails to pay any amount when due by it to the Administrative Agent pursuant to the terms hereof, such amount shall bear interest from the due date until paid at the rate determined by the Administrative Agent as customary in the banking industry for interbank compensation. In no event shall the Borrowers be entitled to receive credit for any interest paid by a Lender to the Administrative Agent.

12.11.3. Recovery of Payments . If the Administrative Agent pays any amount to a Lender in the expectation that a related payment will be received by the Administrative Agent from a Loan Party and such related payment is not received, then the Administrative Agent may recover such amount from each Lender that received it. If the Administrative Agent determines at any time that an amount received under any Loan Document must be returned to a Loan Party or paid to any other Person pursuant to Applicable Law or otherwise, then, notwithstanding any other term of any Loan Document, the Administrative Agent shall not be required to distribute such amount to any Lender. If any amounts received and applied by the Administrative Agent to any Obligations are later required to be returned by the Agent pursuant to the Applicable Law, the Lenders shall pay to the Administrative Agent, on demand, such Lender’s Pro Rata share of the amounts required to be returned.

12.12. GB in its Individual Capacity . As Lenders, GB and its Affiliates shall have the same rights and remedies under the other Loan Documents as any other Lender, and the terms “Lenders,” “Required Lenders,” or any similar term shall include GB and its Affiliates in their capacity as Lenders. Each of GB and its Affiliates may accept deposits from, maintain deposits or credit balances for, invest in, lend money to, act as trustee under indentures of, serve as financial or other advisor to, and generally engage in any kind of business with, the Loan Parties and their Affiliates, as if GB and such Affiliates were any other bank, without any duty to account therefor (including any fees or other consideration received in connection therewith) to the other Lenders. In its individual capacity, each of GB and its Affiliates may receive information regarding the Loan Parties, their Affiliates and their Account Debtors (including information subject to confidentiality obligations), and each Lender agrees that each of GB and its Affiliates shall be under no obligation to provide such information to the Lenders, if acquired in such individual capacity and not as Administrative Agent hereunder.

12.13. Agent Titles . Each Lender (if any), other than GB, that is designated (on the cover page of this Agreement or otherwise) by GB as an “Agent” of any type shall not have any right, power, responsibility or duty under any Loan Documents other than those applicable to all Lenders or otherwise expressly set forth herein, and shall in no event be deemed to have any fiduciary relationship with any other Lender.

12.14. No Third Party Beneficiaries . This Section 12 is an agreement solely among Lenders and the Administrative Agent, and does not confer any rights or benefits upon the Loan Parties or any other Person. As between the Loan Parties and the Administrative Agent, any action that the Administrative Agent may take under any Loan Documents shall be conclusively presumed to have been authorized and directed by the Lenders as herein provided.

12.15. Loan Documents; Intercreditor Agreement . Each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto. Without limiting the generality of the foregoing, the Lenders hereby irrevocably authorize the Administrative Agent to enter into the Intercreditor Agreement and agree to be bound by the provisions thereof.

SECTION 13. BENEFIT OF AGREEMENT; ASSIGNMENTS AND PARTICIPATIONS

13.1. Successors and Assigns Generally . The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (a) to an Eligible Assignee in accordance with the provisions of Section 13.2 , (b) by way of participation in accordance with the provisions of Sections 13.5 and 13.6 , or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 13.7 (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Sections 13.5 and 13.6 and, to the extent expressly contemplated hereby, the Related Parties of each of the Agents and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

13.2. Assignments by Lenders . Subject to Section 13.3 , any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Pro Rata share of the Term Loan at the time owing to it); provided that

(a) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Pro Rata share of the Term Loan at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the principal outstanding balance of the assigning Lender’s Pro Rata share of the Term Loan subject to each such assignment, determined as of the date set forth in the Assignment and Assumption Agreement with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption Agreement, as of the Trade Date, shall not be less than the Dollar Equivalent of $2,500,000 unless the Administrative Agent otherwise consents (each such consent not to be unreasonably withheld or delayed); provided , however , that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met;

(b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the portion of the Term Loan assigned (it being understood that non-pro rata assignments of such portion of the Term Loan are not permitted);

(c) any assignment of portion of the Term Loan must be approved by the Administrative Agent unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and

(d) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee in the amount of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire in the Administrative Agent’s customary form; provided that if such Eligible Assignee is an Approved Fund of a Lender, no processing and recordation fee shall be required.

From and after the effective date specified in each Assignment and Assumption Agreement, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption Agreement, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption Agreement, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.4, 3.7, 5.8, 5.9 and 14.2 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the applicable Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Sections 13.5 and 13.6 .

13.3. [Reserved.]

13.4. Register . The Administrative Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain at the Administrative Agent’s office a copy of each Assignment and

Assumption Agreement delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Lenders’ Pro Rata shares of the Term Loan owing to, each Lender pursuant to the terms hereof from time to time (the “ Register ”). The entries in the Register shall be conclusive, and the Borrowers, the Agents and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by each of the Borrowers at any reasonable time and from time to time upon reasonable prior notice. In addition, at any time that a request for a consent for a material or substantive change to the Loan Documents is pending, any Lender may request and receive from the Administrative Agent a copy of the Register.

13.5. Participations .

(a) Any Lender may at any time, without the consent of, or notice to, the Borrowers or sell participations to any Person (other than a natural person or any Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of a Lender’s Pro Rata share of the Term Loan owing to it); provided that (i) each such participation shall be in an amount of not less than the Dollar Equivalent of $2,500,000, (ii) such Lender’s obligations under this Agreement shall remain unchanged, (iii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iv) the Borrowers, the Agents and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.

(b) Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification that would reduce the principal of or the interest rate on any portion of the Term Loan, extend the term or increase such Lender’s Pro Rata share of the Term Loan as it relates to such Participant, or extend any regularly scheduled payment date for principal or interest. Subject to Section 13.6 , the Loan Parties agree that each Participant shall be entitled to the benefits of Sections 5.8 and 5.9 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.2 . To the extent permitted by Applicable Law, each Participant also shall be entitled to the benefits of Section 11.4 as though it were a Lender, provided such Participant agrees to be subject to Section 12.5 as though it were a Lender.

13.6. Limitations upon Participant Rights . A Participant shall not be entitled to receive any greater payment under Section 5.8 or 5.9 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrowers’ prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 5.9 unless the Borrowers are notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 5.9 as though it were a Lender.

13.9. Tax Treatment . If any interest in a Loan Document is transferred to a Transferee that is organized under the laws of any jurisdiction other than the United States or any state or district thereof, the transferor Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, to comply with the provisions of Section 5.9 .

13.10. Representation of the Lenders . Each Lender represents and warrants to each Borrower, each Agent and other Lenders that none of the consideration used by it to fund its Pro Rata share of the Term Loan or to participate in any other transactions under this Agreement constitutes for any purpose of ERISA or Section 4975 of the Code assets of any “plan” as defined in Section 3(3) of ERISA or Section 4975 of the Code and the interests of such Lender in and under the Loan Documents shall not constitute plan assets under ERISA.

13.11. Assignment by the Loan Parties . The Loan Parties shall not assign or transfer any of their rights or obligations under any of the Loan Documents without the prior written consent of the Administrative Agent and each of the Lenders.

SECTION 14. MISCELLANEOUS

14.1. Consents, Amendments and Waivers .

14.1.1. Amendment . No modification of any Loan Document, including any extension or amendment of a Loan Document or any waiver of a Default or Event of Default, shall be effective without the prior written agreement of the Administrative Agent, with the consent of the Required Lenders, and each Loan Party party to such Loan Document; provided, however, that

(a) without the prior written consent of the Administrative Agent, no modification shall be effective with respect to any provision in a Loan Document that relates to any rights, duties or discretion of the Administrative Agent;

(b) [Reserved] ;

(c) without the prior written consent of each affected Lender, no modification shall be effective that would (i) increase such Lender’s Pro Rata share of the Term Loan; (ii) reduce the amount of, or waive, postpone or delay payment of, any principal, interest, fees or other amounts payable to such Lender (it being understood that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or waive any obligation of the Borrowers to pay interest at the Default Rate); (iii) amend the definition of Term Loan Borrowing Capacity (and the defined terms used, directly or indirectly, in such definition) or Pro Rata; or (iv) increase any advance rate (it being understood, however , that clauses (iii) and (iv) above shall not (x) limit the adjustment by the Administrative Agent of the Availability Reserve in the Administrative Agent’s administration of the Term Loan as otherwise permitted by this Agreement or (y) prevent the Administrative Agent, in its administration of the Term Loan, from restoring any component of the Term Loan Borrowing Capacity which had been lowered by

the Administrative Agent back to the value of such component, as stated in this Agreement or to an intermediate value);

(d) no modification shall be effective that would change any provision of this Section 14.1 or the definition of “Required Lenders” without the written consent of each Lender; and

(e) without the prior written consent of all Lenders (except a Defaulting Lender), no modification shall be effective that would (i) extend the Maturity Date; (ii) alter Section 5.5 or Section 7 ; (iii) release all or substantially all of the Collateral (excluding, if any Loan Party or any Subsidiary of any Loan Party becomes a debtor under the federal Bankruptcy Code, the release of “cash collateral”, as defined in Section 363(a) of the federal Bankruptcy Code pursuant to a cash collateral stipulation with the debtor approved by the Required Lenders); or (iv) release all or substantially all of the value of the Guaranties.

14.1.2. Limitations . The agreement of the Loan Parties shall not be necessary to the effectiveness of any modification of a Loan Document that deals solely with the rights and duties of the Lenders and/or the Agents as among themselves. Any waiver or consent granted by the Lenders hereunder shall be effective only if in writing, and then only in the specific instance and for the specific purpose for which it is given.

14.1.3. Payment for Consents . No Loan Party will, directly or indirectly, pay any remuneration or other thing of value, whether by way of additional interest, fee or otherwise, to any Lender (in its capacity as a Lender hereunder) as consideration for agreement by such Lender with any modification of any Loan Documents, unless such remuneration or value is concurrently paid, on the same terms, on a Pro Rata basis to all Lenders providing their consent.

14.1.4. Generally . Notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender and (ii) no Participant shall have any right to approve or disapprove any amendment, waiver or consent hereunder or shall be entitled to vote on matters relating to the Loan Documents (including during any Insolvency Proceeding of any Loan Party) and shall not be deemed to be a “Lender” for any such purpose, except that the Commitment of such Person may not be increased or extended without the consent of such Person.

OR APPELLATE PROCEEDINGS), WHETHER OR NOT THE APPLICABLE INDEMNITEE IS A PARTY THERETO, (F) THE TERM LOAN OR THE USE OR PROPOSED USE OF THE PROCEEDS THEREFROM, (G) ANY ACTUAL OR ALLEGED ENVIRONMENTAL RELEASE ON OR FROM ANY PROPERTY OWNED OR OPERATED BY ANY BORROWER OR ANY OF ITS SUBSIDIARIES, OR ANY LIABILITY IN CONNECTION WITH ANY ACTUAL OR ALLEGED VIOLATION OF ANY ENVIRONMENTAL LAW RELATED IN ANY WAY TO ANY LOAN PARTY OR ANY OF ITS SUBSIDIARIES, OR (H) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY, WHETHER BROUGHT BY A THIRD PARTY OR BY A BORROWER OR ANY OTHER LOAN PARTY (HEREINAFTER, “CLAIMS”) THAT MAY BE INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE, INCLUDING CLAIMS ARISING FROM THE NEGLIGENCE OF AN INDEMNITEE. In no event shall any party to a Loan Document have any obligation thereunder to indemnify or hold harmless an Indemnitee with respect to a Claim that is determined in a final, non-appealable judgment by a court of competent jurisdiction to result from the gross negligence or willful misconduct of such Indemnitee.

14.3. Notices and Communications .

14.3.1. Notice Address . All notices, requests and other communications by or to a party hereto shall be in writing and shall be given to any Loan Party, at the Borrower Agent’s address shown on the signature pages hereof, and to any other Person at its address shown on the signature pages hereof (or, in the case of a Person who becomes a Lender after the Effective Date, at the address shown on its Assignment and Assumption Agreement), or at such other address as a party may hereafter specify by notice in accordance with this Section 14.3 . Each such notice, request or other communication shall be effective only (a) if given by facsimile transmission, when transmitted to the applicable facsimile number, if confirmation of receipt is received; (b) if given by mail, three Business Days after deposit in the mail, with first-class postage pre-paid, addressed to the applicable address; or (c) if given by personal delivery, when duly delivered to the notice address with receipt acknowledged. Any written notice, request or other communication that is not sent in conformity with the foregoing provisions shall nevertheless be effective on the date actually received by the noticed party. Any notice received by the Borrower Agent shall be deemed received by all Loan Parties.

14.3.2. Electronic Communications; Voice Mail . Electronic mail and internet websites may be used only for routine communications, such as financial statements, Borrowing Base Certificates and other information required by Section 10.1.2 , administrative matters, and distribution of Loan Documents for execution. The Agents and the Lenders make no assurances as to the privacy and security of electronic communications. Electronic and voice mail may not be used as effective notice under the Loan Documents.

14.3.3. Non-Conforming Communications . The Agents and the Lenders may rely upon any notices purportedly given by or on behalf of any Borrower even if such notices were not made in a manner specified herein, were incomplete or were not confirmed, or if the terms thereof, as understood by the recipient, varied from a later confirmation. Each Borrower shall indemnify and hold harmless each Indemnitee from any liabilities, losses, costs and expenses arising from any telephonic communication purportedly given by or on behalf of a Borrower.

14.4. Performance of the Borrowers’ Obligations . The Administrative Agent may, in its discretion at any time and from time to time after the occurrence, and during the continuance, of an Event of Default, at the Borrowers’ expense, pay any amount or do any act required of a Borrower under any Loan Documents or otherwise lawfully requested by the Administrative Agent to (a) enforce any Loan

Documents or collect any Obligations; (b) protect, insure, maintain or realize upon any Collateral; or (c) defend or maintain the validity or priority of the Administrative Agent’s Liens in any Collateral, including any payment of a judgment, insurance premium, warehouse charge, finishing or processing charge, or landlord claim, or any discharge of a Lien. All payments, costs and expenses (including Extraordinary Expenses) of the Administrative Agent under this Section 14.4 shall be reimbursed to the Administrative Agent by the Borrowers, on demand , with interest from the date incurred to the date of payment thereof at the Default Rate applicable to the Term Loan. Any payment made or action taken by the Administrative Agent under this Section 14.4 shall be without prejudice to any right to assert an Event of Default or to exercise any other rights or remedies under the Loan Documents.

14.5. Credit Inquiries . Each Loan Party hereby authorizes the Agents and the Lenders (but they shall have no obligation) to respond to usual and customary credit inquiries from third parties concerning any Loan Party or any Subsidiary.

14.6. Severability . Wherever possible, each provision of the Loan Documents shall be interpreted in such manner as to be valid under Applicable Law. If any provision is found to be invalid under Applicable Law, it shall be ineffective only to the extent of such invalidity and the remaining provisions of the Loan Documents shall remain in full force and effect.

14.7. Cumulative Effect; Conflict of Terms . The provisions of the Loan Documents are cumulative. The parties acknowledge that the Loan Documents may use several different limitations, tests or measurements to regulate the same or similar matters, and they agree that these are cumulative and that each must be performed as provided. Except as otherwise specifically provided in another Loan Document (by specific reference to the applicable provision of this Agreement), if any provision contained herein is in direct conflict with any provision in another Loan Document, the provision herein shall govern and control.

14.8. Counterparts; Facsimile and Electronic Signatures . Any Loan Document may be executed in counterparts, each of which taken together shall constitute one instrument. Loan Documents may be executed and delivered by facsimile or electronic communication, and they shall have the same force and effect as manually signed originals. The Administrative Agent may require confirmation by a manually-signed original, but failure to request or deliver same shall not limit the effectiveness of any such facsimile signature or signature received by electronic communications.

14.9. Entire Agreement . Time is of the essence of the Loan Documents. The Loan Documents embody the entire understanding of the parties with respect to the subject matter thereof and supersede all prior understandings regarding the same subject matter.

14.10. Obligations of the Lenders . The obligations of each Lender hereunder are several, and no Lender shall be responsible for any other Lender’s obligations or Pro Rata share of the Term Loan. Amounts payable hereunder to each Lender shall be a separate and independent debt, and each Lender shall be entitled, to the extent not otherwise restricted hereunder, to protect and enforce its rights arising out of the Loan Documents. It shall not be necessary for any Agent or any Lender to be joined as an additional party in any proceeding for such purposes. Nothing in this Agreement and no action of any Agent or any Lender pursuant to the Loan Documents shall be deemed to constitute the Agents and the Lenders to be a partnership, association, joint venture or any other kind of entity, nor to constitute control of any Loan Party.

14.11. Confidentiality; Press Releases .

14.11.1. Confidentiality . The Lenders agree to maintain the confidentiality of any information that the Loan Parties deliver to the Agents and the Lenders, except that any Agent and any Lender may disclose such information (a) to their respective officers, directors, employees, Affiliates, branches and agents, including legal counsel, auditors and other professional advisors; (b) to any party to the Loan Documents from time to time (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential); (c) pursuant to the order of any court or administrative agency; (d) upon the request of any Governmental Authority exercising regulatory authority over such Agent or such Lender; (e) which ceases to be confidential, other than by an act or omission of any Agent or any Lender, or which becomes available to any Agent or any Lender on a nonconfidential basis; (f) to the extent reasonably required in connection with any litigation relating to any Loan Documents or transactions contemplated thereby, or otherwise as required by Applicable Law; (g) to the extent reasonably required for the exercise of any rights or remedies under the Loan Documents; (h) to any Transferee, as long as such Person agrees to be bound by the provisions of this Section 14.11.1 ; (i) to the National Association of Insurance Commissioners or any similar organization, or to any nationally recognized rating agency that requires access to information about a Lender’s portfolio in connection with ratings issued with respect to such Lender; (j) to any investor or potential investor in an Approved Fund that is a Lender or Transferee, but solely for use by such investor to evaluate an investment in such Approved Fund, or to any manager, servicer or other Person in connection with its administration of any such Approved Fund (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential); or (k) with the consent of the Borrower Agent. Notwithstanding the foregoing, the Agents and the Lenders may issue and disseminate to the public general information describing this credit facility, including the names and addresses of the Loan Parties and a general description of the Loan Parties’ businesses, and may (so long as the Borrower Agent has previously reviewed and approved the form of such advertisement or promotional materials) use the Loan Parties’ names in advertising and other promotional materials.

14.11.2. Press Releases .

(a) Each Secured Party executing this Agreement agrees that neither it nor its Affiliates will in the future issue any press releases or other public disclosure using the name of any Agent or its Affiliates or referring to this Agreement or the other Loan Documents without at least two (2) Business Days’ prior notice to the Agents and without the prior written consent of the Agents (which consent shall not be unreasonably withheld) unless (and only to the extent that) such Secured Party or Affiliate is required to do so under Applicable Law (including Securities and Exchange Commission regulations.

(b) Each Loan Party consents to the publication by any Agent or any Lender of advertising material relating to the financing transactions contemplated by this Agreement using any Loan Party’s name, product photographs, logo or trademark. Such Agent or such Lender shall provide a draft reasonably in advance of any advertising material to Borrower Agent for review and approval (which approval shall not be unreasonably withheld) prior to the publication thereof. Each Agent reserves the right to provide to industry trade organizations information necessary and customary for inclusion in league table measurements.

14.12. GOVERNING LAW . THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, UNLESS OTHERWISE SPECIFIED, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW (OTHER THAN THE NEW YORK GENERAL OBLIGATIONS LAW §§5-1401 AND 5-1402)).

14.13. Consent to Forum .

EACH LOAN PARTY PARTY HERETO HEREBY CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF ANY FEDERAL COURT SITTING IN OR WITH JURISDICTION OVER THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY STATE COURT OF THE STATE OF NEW YORK SITTING IN THE COUNTY OF MANHATTAN, IN ANY PROCEEDING OR DISPUTE RELATING IN ANY WAY TO ANY LOAN DOCUMENTS, AND AGREES THAT ANY SUCH PROCEEDING SHALL BE BROUGHT BY IT SOLELY IN ANY SUCH COURT. EACH LOAN PARTY PARTY HERETO IRREVOCABLY WAIVES ALL CLAIMS, OBJECTIONS AND DEFENSES THAT IT MAY HAVE REGARDING SUCH COURT’S PERSONAL OR SUBJECT MATTER JURISDICTION, VENUE OR INCONVENIENT FORUM. Nothing herein shall limit the right of any Agent or any Lender to bring proceedings against any Loan Party in any other court. Nothing in this Agreement shall be deemed to preclude enforcement by the Administrative Agent of any judgment or order obtained in any forum or jurisdiction.

14.14. Waivers by the Loan Parties . To the fullest extent permitted by Applicable Law, each Loan Party party hereto waives (a) the right to trial by jury (which each Agent and each Lender hereby also waives) in any proceeding, claim or counterclaim of any kind relating in any way to any Loan Documents, Obligations or Collateral; (b) presentment, demand, protest, notice of presentment, default, non-payment, maturity, release, compromise, settlement, extension or renewal of any commercial paper, accounts, contract rights, documents, instruments, chattel paper and guaranties at any time held by (i) the Control Agent, for the benefit of the Administrative Agent and the other Secured Parties, or (ii) the Administrative Agent or any other Secured Party, in each case on which a Borrower or such Loan Party may in any way be liable, and hereby ratifies anything the Control Agent, the Administrative Agent or such other Secured Party may do in this regard; (c) notice prior to taking possession or control of any Collateral; (d) any bond or security that might be required by a court prior to allowing the Administrative Agent to exercise any rights or remedies; (e) the benefit of all valuation, appraisement and exemption laws; (f) any claim against any Agent or any Lender, on any theory of liability, for special, indirect, consequential, exemplary or punitive damages (as opposed to direct or actual damages) in any way relating to any Enforcement Action, Obligations, Loan Documents or transactions relating thereto; and (g) notice of acceptance hereof. Each Loan Party hereto acknowledges that the foregoing waivers are a material inducement to the Agents and the Lenders entering into this Agreement and that the Agents and the Lenders are relying upon the foregoing in their dealings with the Borrowers and the other the Loan Parties. Each Loan Party has reviewed the foregoing waivers with its legal counsel and has knowingly and voluntarily waived its jury trial and other rights following consultation with legal counsel. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.

14.15. Patriot Act Notice . The Agents and the Lenders hereby notify the Borrowers and the other Loan Parties that pursuant to the requirements of the Patriot Act, the Agents and the Lenders are required to obtain, verify and record information that identifies each Loan Party, including its legal name, address, tax ID number and other information that will allow the Agents and the Lenders to identify it in accordance with the Patriot Act. The Agents and the Lenders will also require information regarding each personal guarantor, if any, and may require information regarding the Loan Parties’ management and owners, such as legal name, address, social security number and date of birth.

14.16. Survival of Representations and Warranties . All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by each Agent and each Lender, regardless of any investigation made by any Agent or any Lender or on their behalf and notwithstanding that any Agent or any Lender may have had notice or knowledge of any Default or Event of Default at the

time of any credit extension, and shall continue in full force and effect until Full Payment of the Obligations.

14.17. No Advisory or Fiduciary Responsibility . In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the services regarding this Agreement provided by the Agents and the Lenders are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Agents and the Lenders, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Agents and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective Affiliates, or any other Person and (B) no Agent or Lender has any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Agents, the Lenders and their respective Affiliates and branches may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and no Agent or Lender or any of their respective Affiliates or branches has any obligation to disclose any of such interests to the Loan Parties or any of their respective Affiliates. To the fullest extent permitted by law, except in connection with the gross negligence and willful misconduct of the Agents, the Lenders or their respective Affiliates or branches, each of the Loan Parties hereby waives and releases any claims that it may have against the Agents or the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. Each Loan Party acknowledges and agrees that in connection with all aspects of any transaction contemplated by the Loan Documents, Loan Parties, the Agents and Lenders have an arm’s-length business relationship that creates no fiduciary duty on the part of any Agent or any Lender, and each Loan Party, each Agent and each Lender expressly disclaims any fiduciary relationship.

14.18. Intercreditor Agreement . The parties hereto acknowledge that the exercise of certain of the Administrative Agent’s rights and remedies hereunder may be subject to, and restricted by, the provisions of the Intercreditor Agreement regarding intercreditor arrangements among the Administrative Agent, the Revolving Agent and the Canadian Revolving Agent. Notwithstanding the foregoing, each Loan Party expressly acknowledges and agrees that the Intercreditor Agreement is solely for the benefit of the parties thereto, and that notwithstanding the fact that the exercise of certain of the Administrative Agent’s and Lenders’ rights under the Loan Documents may be subject to the Intercreditor Agreement, no action taken or not taken by the Administrative Agent or any Lender in accordance with the terms of the Intercreditor Agreement shall constitute, or be deemed to constitute, a waiver by the Administrative Agent or any Lender of any rights such Person has with respect to any Loan Party under any Loan Document and except as specified therein, nothing contained in the Intercreditor Agreement shall be deemed to modify any of the provisions of this Agreement and the other Loan Documents, which, as among the Loan Parties, the Administrative Agent and the Lenders, shall remain in full force and effect.

14.19. Language . The parties have requested that this Agreement and the other documents contemplated hereby or relating hereto be drawn up in the English language. Les parties ont requis que cette convention ainsi que tous les documents qui y sont envisagés ou qui s’y rapportent soient rédigés en langue anglaise.

14.20. Existing Loan Agreement and Loan Documents . Each of the Loan Parties hereby ratifies and confirms all of its Obligations to the Administrative Agent and the other Secured Parties under the Existing Loan Agreement, as amended hereby, and the other Loan Documents (as defined in the Existing Loan Agreement), as amended hereby, including, without limitation, the Loans, and each of the Loan Parties hereby affirms its absolute and unconditional promise to pay to the Administrative Agent and the other Secured Parties, as applicable, the Loans, reimbursement obligations and all other amounts due or to become due and payable to the Lenders, the Administrative Agent and the other Secured Parties, as applicable, under the Existing Loan Agreement and the other Loan Documents (as defined in the Existing Loan Agreement), as amended hereby, and it is the intent of the parties hereto that nothing contained herein shall constitute a novation or accord and satisfaction. The parties hereto acknowledge and agree that (i) each reference to the Existing Loan Agreement, however so defined, in the Loan Documents (as defined in the Existing Loan Agreement) from and after the date hereof shall mean the Existing Loan Agreement as amended and restated pursuant to this Agreement, and (ii) each of the Loan Documents (as defined in the Existing Loan Agreement) is hereby amended by (a) substituting a reference to this Agreement as herein defined in place of each reference to the Existing Loan Agreement (whether referred to by the full name of the Existing Loan Agreement or by any other name which refers thereto by definition), and (b) substituting for the definition of each capitalized term defined by reference to the Existing Loan Agreement the definition of such capitalized term set forth in this Agreement, including without limitation the definition of the term “ Obligations ”. Each of the parties hereto agrees that each Loan Document (as defined in the Existing Loan Agreement), as amended hereby, to which such party is a party shall remain in full force and effect. Each of the parties listed as signatories hereto (i) ratifies and reaffirms the continued validity of, and all of the terms and conditions of, and all of the warranties and representations set forth in, each such Loan Document (as defined in the Existing Loan Agreement), as amended hereby, to which it is a party and agrees and confirms that the Obligations are secured under and in accordance with the Loan Documents (as defined in the Existing Loan Agreement), as amended hereby, to which such party is a party. Each of the Loan Parties hereby acknowledges, confirms and agrees that (i) the Liens, hypothecs, pledges and security interests granted pursuant to the Loan Documents (as defined in the Existing Loan Agreement), as amended hereby, are and continue to be valid, perfected and enforceable liens, hypothecs, pledges and security interests (subject only to (A) the first priority security interest and Lien in favor of the Revolving Agent or the Canadian Revolving Agent, as applicable, and (B) Permitted Liens entitled to priority under Applicable Law) that secure all of the Obligations on and after the date hereof. All references in each of the Loan Documents (as defined in the Existing Loan Agreement) or any related agreement or instrument, as amended hereby, to the Loan Documents (as defined in the Existing Loan Agreement) hereafter refer to each of the Loan Documents (as defined in the Existing Loan Agreement), as amended hereby.

14.21. Transitional Arrangements . Upon the effectiveness of this Agreement, this Agreement shall supersede the Existing Loan Agreement in its entirety, except as otherwise provided in this Section 14.21 . This Agreement constitutes an amendment and restatement of the Existing Loan Agreement effective from and after the Effective Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders or any other Secured Party under the Existing Loan Agreement or evidence repayment of any such indebtedness or other obligations. It is the intent of the parties hereto that this Agreement amend and restate in its entirety the Existing Loan Agreement and re-evidence the obligations of the Loan Parties outstanding thereunder, secured by the Security Documents and guaranteed by the Guaranty. As of the Effective Date, the rights and obligations of the parties under the Existing Loan Agreement and the “Notes” (as defined in the Existing Loan Agreement) shall be subsumed within and be governed by this Agreement and the Notes. The “Term Loan” (as defined in the Existing Loan Agreement) advanced by the “Lenders” (as defined in the Existing Loan Agreement) and outstanding under the Existing Loan Agreement immediately prior to the effectiveness of this Agreement shall continue to be a portion of the Term Loan advanced by the Lenders hereunder, provided that all interest, fees and expenses owing or accruing under or in respect of

the Existing Loan Agreement through the Effective Date shall be calculated as of the Effective Date (pro rated in the case of any fractional periods), and shall be paid on the Effective Date.

[Remainder of page intentionally left blank; signatures begin on following page]

IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as a sealed instrument as of the date first set forth above.


MAYOR’S JEWELERS, INC., as US Borrower and as Borrower Agent

By:		/s/ Marco Pasteris
		Name: Marco Pasteris
		Title: Group Vice-President, Finance and Treasurer

By:		/s/ Michael Rabinovitch
		Name: Michael Rabinovitch
		Title: Senior Vice-President and Chief Financial Officer

Notice Address :

c/o Birks & Mayors Inc.
1240 Phillips Square
Montreal, Quebec, Canada M3B 3H4
Attention: Group VP, Finance and Group VP, Legal Affairs
Telephone: (514) 397-2509
Telecopier: (514) 397-2537

Signature Page to Amended and Restated Term Loan and Security Agreement


BIRKS & MAYORS INC. , as Canadian Borrower

By:		/s/ Marco Pasteris
		Name: Marco Pasteris
		Title: Group Vice-President, Finance and Treasurer

By:		/s/ Michael Rabinovitch
		Name: Michael Rabinovitch
		Title: Senior Vice-President and Chief Financial Officer

Notice Address :

c/o Birks & Mayors Inc.
1240 Phillips Square
Montreal, Quebec, Canada M3B 3H4
Attention: Group VP, Finance and Group VP, Legal Affairs
Telephone: (514) 397-2509
Telecopier: (514) 397-2537

Signature Page to Amended and Restated Term Loan and Security Agreement


MAYOR’S JEWELERS OF FLORIDA, INC.
JBM RETAIL COMPANY, INC.
JBM VENTURE CO., INC.
MAYOR’S JEWELERS INTELLECTUAL PROPERTY HOLDING COMPANY
each as a Guarantor

By:		/s/ Marco Pasteris
		Name: Marco Pasteris
		Title: Group Vice-President, Finance and Treasurer

By:		/s/ Michael Rabinovitch
		Name: Michael Rabinovitch
		Title: Senior Vice-President and Chief Financial Officer

CASH, GOLD & SILVER USA, INC. ( formerly known as Henry Birks & Sons U.S., Inc.)
CASH, GOLD & SILVER INC. – OR ET ARGENT, COMPTANT INC.
each as a Guarantor

By:		/s/ Marco Pasteris
		Name: Marco Pasteris
		Title: Vice President

By:		/s/ Michael Rabinovitch
		Name: Michael Rabinovitch
		Title: Vice President

Notice Address :

c/o Birks & Mayors Inc.
1240 Phillips Square
Montreal, Quebec, Canada M3B 3H4
Attention: Group VP, Finance and Group VP, Legal Affairs
Telephone: (514) 397-2509
Telecopier: (514) 397-2537

Signature Page to Amended and Restated Term Loan and Security Agreement


GB MERCHANT PARTNERS, LLC, as Administrative Agent and Co-Collateral Agent

By:	/s/ Wendy Landon
	Name:	Wendy Landon
	Title:	Managing Director

Notice Address :

GB Merchant Partners, LLC
101 Huntington Avenue, 10 ^th Floor
Boston, Massachusetts 02199
Attention: Lisa Galeota
Telephone: (617) 422-6276
Telecopier: (617) 210-7141
E-Mail: lgaleota@gordonbrothers.com

Signature Page to Amended and Restated Term Loan and Security Agreement


1903 ONSHORE FUNDING, LLC, as a Lender

By:	GB Merchant Partners, LLC, as Investment Manager

By:	/s/ Wendy Landon
	Name:	Wendy Landon
	Title:	Managing Director

Notice Address :

1903 Onshore Funding, LLC c/o GB Merchant Partners, LLC
101 Huntington Avenue, 10 ^th Floor
Boston, Massachusetts 02199
Attention: Lisa Galeota
Telephone: (617) 422-6276
Telecopier: (617) 210-7141
E-Mail: lgaleota@gordonbrothers.com

Signature Page to Amended and Restated Term Loan and Security Agreement


1903 OFFSHORE LOANS SPV LIMITED, as a Lender

By:	GB Merchant Partners, LLC, as Investment Manager

By:	/s/ Wendy Landon
	Name:	Wendy Landon
	Title:	Managing Director

Notice Address :

1903 Offshore Loans SPV Limited c/o GB Merchant Partners, LLC
101 Huntington Avenue, 10 ^th Floor
Boston, Massachusetts 02199
Attention: Lisa Galeota
Telephone: (617) 422-6276
Telecopier: (617) 210-7141
E-Mail: lgaleota@gordonbrothers.com

Signature Page to Amended and Restated Term Loan and Security Agreement


WELLS FARGO CREDIT, INC., as a Co-Collateral Agent and a Lender

By:	/s/ Adam D. Salter
	Name:	Adam D. Salter
	Title:	Managing Director

Notice Address :

Wells Fargo Credit, Inc. Junior Capital Division
One Boston Place, 19 ^th Floor
Boston, Massachusetts 02108
Attention: Adam Salter
Telephone: (617) 624-4477
Telecopier: (877) 774-7409
E-Mail: adam.d.salter@wellsfargo.com

Signature Page to Amended and Restated Term Loan and Security Agreement


WELLS FARGO FOOTHILL CANADA ULC , as a Lender

By:	/s/ Paul Young
	Name:	Paul Young
	Title:	Vice President

Notice Address :

Wells Fargo Foothill Canada ULC
40 King Street West
Toronto, Ontario, Canada M5H 3Y2
Attention: Domenic Cosentino
Telephone: (416) 775-2908
Telecopier: (416) 775-2990
E-Mail: domenic.cosentino@wellsfargo.com

Signature Page to Amended and Restated Term Loan and Security Agreement

Exhibit 8.1

LIST OF SUBSIDIARIES OF BIRKS & MAYORS INC.


Name		Jurisdiction of Incorporation
Mayor’s Jewelers, Inc.		Delaware
Mayor’s Jewelers of Florida Inc.		Florida
Mayor’s Jewelers Intellectual Property Holding Co.		Delaware
JBM Retail Company Inc.		Delaware
JBM Venture Co. Inc.		Delaware
Cash, Gold & Silver USA, Inc.		Delaware
Cash, Gold & Silver, Inc.		Canada

Exhibit 12.1

Certification of Chief Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Thomas A. Andruskevich, certify that:

1. I have reviewed this Annual Report on Form 20-F of Birks & Mayors Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the Annual Report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5. The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.


Date: July 8, 2011		/s/ Thomas A. Andruskevich
		Thomas A. Andruskevich,
		*President and Chief Executive Officer*

Exhibit 12.2

Certification of Chief Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Michael Rabinovitch, certify that:

1. I have reviewed this Annual Report on Form 20-F of Birks & Mayors Inc.;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.


Date: July 8, 2011		/s/ Michael Rabinovitch
		Michael Rabinovitch,
		*Senior Vice President and Chief Financial Officer*

Exhibit 13.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Birks & Mayors Inc. (the “Company”) on Form 20-F for the year ended March 26, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Thomas A. Andruskevich, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002 that:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: July 8, 2011

		/s/ Thomas A. Andruskevich
		Thomas A. Andruskevich,
		*President and Chief Executive Officer*

Exhibit 13.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Birks & Mayors Inc. (the “Company”) on Form 20-F for the year ended March 26, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael Rabinovitch, Senior Vice President & Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002 that:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: July 8, 2011

		/s/ Michael Rabinovitch
		Michael Rabinovitch
		*Senior Vice President and Chief Financial Officer*

Exhibit 15.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

Birks & Mayors Inc.

We consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-139613, 333-133561, and 333-171138) and the Registration Statement on Form F-3 (No. 333-173110) of our report dated July 8, 2011, with respect to the consolidated balance sheets of Birks & Mayors Inc. and subsidiaries as of March 26, 2011 and March 27, 2010, and the related consolidated statements of operations, stockholders’ equity and cash flows for the years ended March 26, 2011, March 27, 2010 and March 28, 2009, which appears in the March 26, 2011 Annual Report on Form 20-F of Birks & Mayors Inc.

/s/ KPMG LLP

Chartered Accountants

Montreal, Canada

July 8, 2011