<PAGE>
                                                                   EXHIBIT 10.37

                   ELEVENTH AMENDMENT TO AMENDED AND RESTATED
                         REVOLVING CREDIT, TERM LOAN AND
                           GOLD CONSIGNMENT AGREEMENT

         Eleventh Amendment, dated as of January 31, 2003 (the "Amendment"),
amending that certain Amended and Restated Revolving Credit, Term Loan and Gold
Consignment Agreement dated as of September 10, 1998 (as amended and in effect
from time to time, the "Credit Agreement"), by and among (a) Whitehall
Jewellers, Inc. (f/k/a Marks Bros. Jewelers, Inc.), a Delaware corporation (the
"Borrower"); (b) Fleet Capital Corporation, LaSalle Bank National Association
(f/k/a LaSalle National Bank), ABN AMRO Bank N.V. and the other lending
institutions which are now parties thereto (collectively, the "Banks"); (c)
Fleet Capital Corporation, as Collateral Agent, Administrative Agent and
Syndication Agent for the Agents (as herein defined) and the Banks; and (d)
LaSalle Bank National Association and ABN AMRO Bank N.V., each as Syndication
Agent for the Agents and the Banks (the Collateral Agent, Administrative Agent
and Syndication Agents are collectively referred to as the "Agents").
Capitalized terms used herein and which are not otherwise defined shall have the
respective meanings ascribed thereto in the Credit Agreement.

         WHEREAS, the Borrower and the Banks have agreed to modify certain terms
and conditions of the Credit Agreement as specifically set forth in this
Amendment;

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

         SECTION 1. AMENDMENTS TO CREDIT AGREEMENT.

         (a) Section 12.1 of the Credit Agreement is hereby amended by deleting
the table contained therein in its entirety and replacing it with the following
new table:

<TABLE>
<CAPTION>
                           Period                                         Ratio
                           ------                                         -----
<S>                                                                     <C>
                   11/1/02 through 1/31/03                              2.95:1.00
                    2/1/03 through 4/30/03                              3.75:1.00
                    5/1/03 through 7/31/03                              4.00:1.00
                   8/1/03 through 10/31/03                              3.90:1.00
                          Thereafter                                    3.50:1.00
</TABLE>


         (b) Section 12.4 of the Credit Agreement is hereby amended by deleting
the table contained therein in its entirety and replacing it with the following
new table:

<TABLE>
<CAPTION>
                           Period                                         Ratio
                           ------                                         -----
<S>                                                                     <C>
                   11/1/02 through 1/31/03                              1.80:1.00
                    2/1/03 through 4/30/03                              1.60:1.00
                   5/1/03 through 10/31/03                              1.50:1.00
                          Thereafter                                    1.70:1.00

</TABLE>



<PAGE>







         (c) Section 12.5 of the Credit Agreement is hereby amended by deleting
the table contained therein in its entirety and replacing it with the following
new table:

<TABLE>
<CAPTION>
                           Period                                         Amount
                           ------                                         ------
<S>                                                                    <C>
                   11/1/02 through 1/31/03                             $31,000,000
                    2/1/03 through 4/30/03                             $26,000,000
                    5/1/03 through 7/31/03                             $24,000,000
                   8/1/03 through 10/31/03                             $25,000,000
                          Thereafter                                   $27,000,000

</TABLE>

         SECTION 2. CONDITIONS TO EFFECTIVENESS. This Amendment shall not become
effective until the Administrative Agent receives (a) a counterpart of this
Amendment, executed by each of the Borrower, the Agents and the Majority Banks,
and (b) an amendment fee in an amount equal to $75,000, such amendment fee to be
allocated among the Banks which consent to this Amendment on or prior to
February 28, 2003 in accordance with their respective Commitment Percentages,
with the remainder (if any) to be allocated in the sole discretion of the
Administrative Agent.

         SECTION 3. REPRESENTATIONS AND WARRANTIES. The representations and
warranties of the Borrower contained in the Credit Agreement (including, without
limitation, the representation regarding litigation contained in Section 9.7
thereof) were true and correct when made and continue to be true and correct on
and as of the date hereof as if made on the date hereof except to the extent of
changes resulting from transactions contemplated or permitted by the Credit
Agreement and to the extent that such representations and warranties relate
expressly to an earlier date. No Default or Event of Default has occurred and is
continuing.

         SECTION 4. RATIFICATION, ETC. Except as expressly amended hereby, the
Credit Agreement and all documents, instruments and agreements related thereto,
including, but not limited to the Security Documents, are hereby ratified and
confirmed in all respects and shall continue in full force and effect. The
Credit Agreement and this Amendment shall be read and construed as a single
agreement. All references in the Credit Agreement or any related agreement or
instrument to the Credit Agreement shall hereafter refer to the Credit Agreement
as amended hereby.

         SECTION 5. NO WAIVER. Nothing contained herein shall constitute a
waiver of, impair or otherwise affect any Obligations, any other obligation of
the Borrower or any rights of the Agents or the Banks consequent thereon.

         SECTION 6. COUNTERPARTS. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original but which together shall
constitute one and the same instrument.

         SECTION 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS
(WITHOUT REFERENCE TO CONFLICT OF LAWS).


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<PAGE>



         IN WITNESS WHEREOF, the parties hereto have executed this Eleventh
Amendment as a document under seal as of the date first above written.


                                 WHITEHALL JEWELLERS, INC. (f/k/a Marks Bros.
                                 Jewelers, Inc.)

                                 By:  /s/ Jon H. Browne
                                 Jon H. Browne
                                 CFO

                                 FLEET CAPITAL CORPORATION, individually and
                                 as Administrative Agent, as Collateral Agent
                                 and as Syndication Agent

                                 By:  /s/Brian Conole
                                 Brian Conole
                                 Senior Vice President

                                 LASALLE BANK NATIONAL ASSOCIATION,
                                 individually and as Syndication Agent

                                 By:  /s/Bernardo Lacayo
                                 Bernardo Lacayo
                                 First Vice President

                                 ABN AMRO BANK N.V., individually and as
                                 Syndication Agent

                                 By:  /s/Jeffery Sarfaty
                                 Jeffery Sarfaty
                                 Vice President

                                 JP MORGAN CHASE BANK

                                 By:  /s/Irene B. Spector
                                 Irene B. Spector
                                 Vice PResident

                                 BANK OF AMERICA, N.A.

                                 By:  /s/Bill Kwiatkowski
                                 Bill Kwiatkowski
                                 Vice President

                                 SOVEREIGN BANK NEW ENGLAND

                                 By:  /s/Irene A. Ogarek
                                 Irene A. Ogarek
                                 Vice President



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