Exhibit 10.51

FIRST AMENDMENT
TO 
TERM LOAN CREDIT AGREEMENT

FIRST
AMENDMENT, dated as of April 30, 2008 (this Amendment), to the Term
Loan Credit Agreement, dated as of January 18, 2008 (as amended, restated or
otherwise modified from time to time, the Credit Agreement), by and
among (a) WHITEHALL
JEWELERS, INC. (the Borrower), a Delaware corporation
having its principal place of business at 125 South Wacker Drive, Suite 2600,
Chicago, Illinois 60606; (b) the lending institutions from time to time party
thereto (collectively, the Lenders); and (c) PWJ LENDING II LLC(Prentice),
a Delaware limited liability company, as administrative agent (in such
capacity, the Administrative Agent) and as collateral agent (in such
capacity, the Collateral Agent and, together with the Administrative
Agent, each an Agent and collectively, the Agents) for the
Agents and the Lenders.

W I T N E S S E T H

WHEREAS,
the Borrower and the Lenders are parties to the Credit Agreement, pursuant to
which the Lenders have made an initial term loan to the Borrower in the
aggregate principal amount of $25,000,000 and an additional term loan to the
Borrower in the aggregate principal amount of $10,000,000;

WHEREAS,
the Borrower has requested that the Credit Agreement be amended to provide for,
among other things, the making by the Lenders of a multi-draw third term loan
to the Borrower in the aggregate principal amount of $15,000,000, the proceeds
of which shall be used for working capital and general corporate purposes; and

WHEREAS,
the Lenders are willing to amend the Credit Agreement in accordance with the
terms and conditions set forth herein.

NOW
THEREFORE, the Borrower, the Agents and the Lenders, agree as follows:

1.
Definitions. Any capitalized term used and not defined herein shall have
the meaning assigned to such term in the Credit Agreement.

2.
Amendments to Credit Agreement.

(a)
New Definitions. Section 1.1 of the
Credit Agreement is hereby amended by adding the following definitions
of the terms First Amendment, Guarantor Consent, Notice
of Borrowing, Third Borrowing Period, Third Closing Date,
Third Term Loan, Third Term Loan Commitment, Third Term
Loan Fee and Third Term Loan Notes thereto in appropriate
alphabetical order to read in their entirety as follows:

First
Amendment The First Amendment
to Term Loan Credit Agreement, dated as of April 30, 2008, by and among the
Borrower, the Lenders and the Agents.

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| | Guarantor
 Consent. An Acknowledgement, Consent and Reaffirmation, dated as of April
 30, 2008, made by the Guarantor in favor of the Agents and the Lenders in
 substantially the form attached to the First Amendment as Exhibit B.                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                         
| | Notice
 of Borrowing. See Section 2.1(c)(iii).                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                         
| | Third
 Borrowing Period. The period of time commencing on the Third Closing Date
 until the earliest of (a) the date on which the Third Term Loan Commitment is
 reduced to zero, (b) the date on which this Agreement is terminated (whether
 by maturity, acceleration or otherwise) pursuant to the terms hereof or (c)
 May 2, 2009.
| |                                                                                                                                                                                                                                                                                                                                         
| | Third
Closing Date. The date on which (a) each of
the Conditions to Effectiveness set forth in Section 3 of the First Amendment is satisfied or waived by the Agents and (b) the first draw under the Third Term Loan is made
by the Borrower.                                                                                          
| |                                                                                                                                                                                                                                                                                                                                         
| | Third
 Term Loan. See Section 2.1(c)(i).                                                                                                                                                                                                                                                                                                
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| | Third
 Term Loan Commitment. With respect to each Lender, the amount set forth
 on Schedule 1 to the First Amendment as the amount of such Lenders
 commitment to make the Third Term Loan to the Borrower pursuant to the terms
 of the Credit Agreement.                                                                             
| |                                                                                                                                                                                                                                                                                                                                         
| | Third
 Term Loan Fee. See Section 4(b) of the First Amendment.                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                         
| | Third
 Term Loan Notes. See Section 2.2(a).                                                                                                                                                                                                                                                                                             

(b)
Existing Definitions. The definitions of the terms Commitment
Percentage, Commitments, Loan Documents, Majority
Lenders, Notes, Required Lenders, Second Term Loan
Notes, Term Loan, Term Loans, Total Commitment
and Unanimous Lenders set forth in Section 1.1 of the Credit
Agreement are hereby amended and restated in their entirety, to read as
follows:

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| | Commitment
 Percentage. With respect to each Lender, the percentage obtained by
 dividing (i) the Lenders Commitments by (ii) the sum of the Total
 Commitment, provided that if the Total Commitment has been reduced to
 zero, the numerator shall be the aggregate unpaid principal amount of such
 Lenders portion of the Term Loans and the denominator shall be the aggregate
 unpaid principal amount of the Term Loans.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | Commitments.
 With respect to each Lender, its respective Initial Term Loan Commitment,
 Second Term Loan Commitment and Third Term Loan Commitment.                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | Loan
 Documents. This Credit Agreement, the Notes, the Security Documents, the
 First Amendment, the Guarantor Consent and all other agreements, instruments
 and other documents executed and delivered pursuant                                                                                                                                                                                                                

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| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | hereto or
 thereto or otherwise evidencing, guaranteeing or securing the Loans or any
 other Obligations.                                                                                                               
| |                                                                                                                                                                                                                         
| | Majority
 Lenders. As of any date, the Lenders (other than Delinquent Lenders)
 whose Commitment Percentages aggregate at least fifty-one percent (51%).                                                                
| |                                                                                                                                                                                                                         
| | Notes.
 Each of the Initial Term Loan Notes, the Second Term Loan Notes and the Third
 Term Loan Notes.                                                                                                                 
| |                                                                                                                                                                                                                         
| | Required
 Lenders. As of any date, the Lenders (other than Delinquent Lenders)
 whose Commitment Percentages aggregate at least sixty-six and two-thirds
 percent (662⁄3%).                                               
| |                                                                                                                                                                                                                         
| | Second
 Term Loan Notes. See Section 2.2(a).                                                                                                                                                                            
| |                                                                                                                                                                                                                         
| | Term
 Loan. The Initial Term Loan, the Second Term Loan or the Third Term Loan,
 as applicable.                                                                                                                         
| |                                                                                                                                                                                                                         
| | Term
 Loans. The Initial Term Loan, the Second Term Loan and the Third Term
 Loan.                                                                                                                                      
| |                                                                                                                                                                                                                         
| | Total
 Commitment. The sum of the Commitments (whether funded or unfunded) of
 the Lenders, such amount being equal to (i) $35,000,000 as of the Initial
 Closing Date and (ii) $50,000,000as of the Third Closing Date.
| |                                                                                                                                                                                                                         
| | Unanimous
 Lenders. As of any date, the Lenders (other than Delinquent Lenders)
 whose Commitment Percentages aggregate One hundred percent (100%).                                                                     

(c)
Section 2.1 of the Credit Agreement is hereby amended by (i)
redesignating clauses (c), (d) and (e) thereof as clauses (d), (e) and (f),
respectively and (ii) inserting therein new clause (c) to read as follows:

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| | (c)
 (i) Each Lender, severally and not jointly and severally with any other
 Lender, agrees, upon the terms and subject to the conditions herein set
 forth, to make one or more term loans (individually and collectively, the Third
 Term Loan) to the Borrower at any time and from time to time during the
 Third Borrowing Period in accordance with the terms hereof (A) in a principal
 amount for each Third Term Loan not to exceed the unfunded portion of such
 Lenders Third Term Loan Commitment and (B) in an aggregate principal amount
 not to exceed the amount of such Lenders Third Term Loan Commitment.

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| | (ii)
 Notwithstanding the foregoing, the aggregate principal amount of all Third
 Term Loans made at any time by all Lenders shall not exceed the Third Term
 Loan Commitment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (iii)
 (A) The Borrower shall give the Administrative Agent prior telephonic notice
 (immediately confirmed in writing, in a form satisfactory to the
 Administrative Agent (a Notice of Borrowing), not later than 12:00
 noon (New York City time) on the date which is three (3) Business Days prior
 to the date of the proposed Third Term Loan (or such shorter period as the
 Administrative Agent is willing to accommodate from time to time, but in no
 event later than 12:00 noon (New York City time) on the borrowing date of the
 proposed Third Term Loan). Such Notice of Borrowing shall be irrevocable and
 shall specify (1) the principal amount of the proposed Third Term Loan, (2)
 the use of the proceeds of the proposed Third Term Loan, and (3) the proposed
 borrowing date, which must be a Business Day. The Administrative Agent and
 the Lenders may act without liability upon the basis of written, telecopied or
 telephonic notice believed by the Administrative Agent in good faith to be
 from the Borrower (or from any authorized officer thereof designated in
 writing purportedly from the Borrower to the Administrative Agent). The
 Borrower hereby waives the right to dispute the Administrative Agents record
 of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall
 be entitled to rely conclusively on any authorized officers authority to
 request a Third Term Loan on behalf of the Borrower until the Administrative
 Agent receives written notice to the contrary. The Administrative Agent and
 the Lenders shall have no duty to verify the authenticity of the signature
 appearing on any written Notice of Borrowing.
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| | (iv) Each Notice of Borrowing pursuant to this
Section
 2.1(c)(iii) shall be irrevocable and the Borrower shall be bound to make
 a borrowing in accordance therewith. Each Third Term Loan shall be
 made in a minimum amount of $2,500,000 and shall be in an integral multiple
 of $500,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
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| | (v)
 The Third Term Loan Commitment shall be reduced by the amount of each
 borrowing of a Third Term Loan. Once reduced, the Third Term Loan Commitment
 may not be increased. Each such reduction of the Third Term Loan Commitment
 shall reduce the Third Term Loan Commitment of each Lender proportionately in
 accordance with its Commitment Percentage thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

(d)
Newly designated Section 2.1(f) of the Credit Agreement is hereby
amended by deleting the reference therein to Section 2.1(d) and inserting in
lieu thereof Section 2.1(f)

(e) Section
2.2(a) of the Credit Agreement is hereby amended and restated in its
entirety to read as follows:

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| | ----------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)
 The Initial Term Loan shall be evidenced by this Credit Agreement and/or one
 or more promissory notes duly executed on behalf of the Borrower,

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| | dated the
 Initial Closing Date, in substantially the form attached hereto as Exhibit
 A-1 (each, an Initial Term Loan Note and, collectively, the Initial
 Term Loan Notes), payable to the order of a Lender in the aggregate
 principal amount equal to the principal amount of the portion of the Initial
 Term Loan advanced by such Lender plus the amount of any interest capitalized
 thereon in accordance with the terms of this Credit Agreement. The Second
 Term Loan shall be evidenced by this Credit Agreement and/or one or more
 promissory notes duly executed on behalf of the Borrower, dated the Second
 Closing Date, in substantially the form attached hereto as Exhibit A-2
 (each, a Second Term Loan Note and, collectively, the Second
 Term Loan Notes), payable to the order of a Lender in the aggregate
 principal amount equal to the principal amount of the portion of the Second
 Term Loan advanced by such Lender plus the amount of any interest capitalized
 thereon in accordance with the terms of this Credit Agreement. The Third Term
 Loan shall be evidenced by this Credit Agreement and/or one or more
 promissory notes duly executed on behalf of the Borrower, dated the Third
 Closing Date (or, with respect to any additional funding under the Third Term
 Loan, the date of such additional funding), in substantially the form
 attached to the First Amendment as Exhibit A (each, a Third Term
 Loan Note and, collectively, the Third Term Loan Notes),
 payable to the order of a Lender in the aggregate principal amount equal to
 the principal amount of the portion of the Third Term Loan advanced by such
 Lender plus the amount of any interest capitalized thereon in accordance with
 the terms of this Credit Agreement. The outstanding principal balance of all
 Obligations shall be payable on the Maturity Date (subject to earlier
 repayment as provided below). The Term Loans (including, without limitation,
 any interest capitalized thereon and added to the outstanding principal
 balance of such Loans in accordance with the terms hereof) shall bear
 interest from the date hereof on the outstanding principal balance thereof as
 set forth in this Section 2 or Section 5, as the case may be.
 Each Lender is hereby authorized by the Borrower to endorse on a schedule
 attached to each Note delivered to such Lender (or on a continuation of such
 schedule attached to such Note and made a part thereof), or otherwise to
 record in such Lenders internal records, an appropriate notation evidencing
 the date and amount of each Term Loan from such Lender, each payment and
 prepayment of principal of such Term Loan, each payment of interest on such
 Term Loan and the other information provided for on such schedule; provided,
 however, that the failure of any Lender to make such a notation or any
 error therein shall not affect the obligation of the Borrower to repay any
 Term Loan made by such Lender in accordance with the terms of this Credit
 Agreement and the applicable Notes.

(f)
Section 2.4 of the Credit Agreement is hereby amended and restated in
its entirety to read as follows:

Section
2.4 Termination of Commitments.

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| | Each
 Initial Term Loan Commitment shall terminate at 5:00 p.m. (New York City
 time) on the Initial Closing Date, each Second Term Loan Commitment shall
 terminate at 5:00 p.m. (New York City time) on the Second

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
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| | Closing Date
 and each Third Term Loan Commitment shall terminate at 5:00 p.m. (New York
 City time) on the last day of the Third Borrowing Period; provided, however,
 that (a) each Second Term Loan Commitment shall terminate automatically if
 the Second Closing Date does not occur on or before April 30, 2008 and (b)
 each Third Term Loan Commitment shall terminate automatically if the Third
 Closing Date does not occur on or before May 2, 2008.

(g)
Section 8.12 of the Credit Agreement is hereby amended and restated in
its entirety to read as follows:

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| | --------------------------------------------------------------------------------------------------------------------------------
| | 8.12
 Use of Proceeds. The Borrower will use the proceeds of the Term Loans
 for working capital and general corporate purposes.

(h)
Schedule 1 of the Credit Agreement is hereby amended and restated in its
entirety to read as set forth on Schedule 1 annexed to this Amendment.

3.
Conditions to Effectiveness. The effectiveness of this Amendment and the
making of the Third Term Loan is subject to the following conditions precedent:

(a)
Representations and Warranties. Before and after giving effect to this
Amendment and to the application of the proceeds of the first draw under the
Third Term Loan, the representations and warranties contained herein, in the
Credit Agreement and in the other Loan Documents shall be true and correct on
and as of the date hereof, as though made on and as of such date, except that
any such representations and warranties that expressly relate to a specific
date shall be true and correct on and as of such date; and no event shall have
occurred or would result from the funding of the first draw under the Third
Term Loan or from the application of the proceeds therefrom that would
constitute an Event of Default or a Default;

(b)
Delivery of Documents. The Administrative Agent shall have received the
following, each in form and substance satisfactory to the Administrative Agent:

| |                                                                                                                                                                                                                                                                                                                                               
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| | (i)
 counterparts of this Amendment duly executed by the Borrower, the Agents and
 the Lenders;                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                               
| | (ii)
 a Third Term Loan Note duly executed and delivered by the Borrower with respect to the Third Term Loan;                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                               
| | (iii)
 the Guarantor Consent, duly executed by the Guarantor;                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                               
| | (iv)
 a consent agreement, duly executed by the Senior Collateral Agent, on behalf
 of the Senior Lenders, consenting to the execution and delivery of this
 Amendment by the Borrower and the funding by the Lenders of the first draw
 under the Third Term Loan to the Borrower;                                                           
| |                                                                                                                                                                                                                                                                                                                                               
| | (v)
 to the extent not previously delivered to the Agents, copies of the Borrowers
 and the Guarantors charter or other incorporation documents, the by-laws and
 all amendments or other modifications as in effect as of the date hereof and
 the Third Closing Date, in each case, certified by a duly authorized officer
 of such Person

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| | to be true
and complete as of the Third Closing Date;                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (vi)
evidence satisfactory to the Administrative Agent
of all
corporate action duly and effectively taken by the Borrower, the Guarantor and each of their respective
Subsidiaries necessary for the valid execution,
delivery and performance of this Amendment, the Third Term Loan Notes and the
Guarantor Consent;                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (vii)
an incumbency certificate, dated as of the date
hereof signed by a duly authorized officer of each of the
Borrower and the Guarantor, which
provides the name and specimen signature of each
individual who is authorized to sign, in the name and on behalf of such
Person, this Amendment, the Third Term Loan Notes, the Guarantor Consent and each other documents
entered into on the Third Closing Date to which such Person is or is to
become a party;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (viii)
the results of current UCC searches with respect to the Collateral,
indicating that there are no
liens on the Collateral other than
Permitted Liens;                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (ix)
a favorable legal opinion addressed to the Lenders and the Agents, dated as
of the date hereof from Holland & Knight LLP, counsel to the Borrower,
the Guarantor and their respective Subsidiaries; and                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (x)
such other agreements, documents, instruments and certificates as the Agents
may reasonably request.                                                                                                                                                                                                                                                                                                                                                            

(c) Consents and Approvals. The Agents
shall have received satisfactory evidence that (i) all
of the parties to the transactions contemplated hereby have obtained all regulatory, creditor, lessor and other
third party consents and approvals necessary to complete the transactions
contemplated hereby and (ii) such consents and approvals, if any, are in
full force and effect.

(d) Payment of Fees, Etc. The Borrower shall have paid to the
Administrative Agent all fees (including, without limitation, the Third Term
Loan Fee with respect to the first draw under the Third Term Loan made on the
Third Closing Date and the fees costs and expenses set forth in Section 7(e) to this
Amendment), costs, expenses and taxes then payable
by the Borrower pursuant to this Amendment and the other Loan Documents.

4.
Conditions Precedent to all Draws under the Third Term Loan. The
obligation of any Lender to fund any draw under the Third Term Loan is subject
to the fulfillment, in a manner satisfactory to the Agents, of each of the
following conditions precedent:

(a) Representations and Warranties; No Event of Default. The following
statements shall be true and correct, and the submission by the Borrower to the
Administrative Agent of a Notice of Borrowing with respect to each draw under
the Third Term Loan, and the Borrowers acceptance of the proceeds of such
Third Term Loan, shall each be deemed to be a representation and warranty by
the Borrower on the date of such draw under the Third Term Loan that at the time
of and after giving effect to the funding of such draw under the Third Term
Loan and before and after giving effect to the application of the proceeds of
such draw under the Third Term Loan, (i) the representations and warranties
contained herein, in the

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Credit
Agreement and the other Loan Documents shall be true and correct on and as of
the date of such draw under the Third Term Loan, as though made on and as of
such date, except that any such representations and warranties that expressly
relate to a specific date shall be true and correct on and as of such date; and
(ii) no event shall have occurred or would result from the funding of such draw
under the Third Term Loan or from the application of the proceeds therefrom
that would constitute an Event of Default or a Default;

(b) Third Term Loan Fee. The Borrower shall have paid to the
Administrative Agent a fee in the amount equal to 2% of the aggregate principal
amount of each draw under the Third Term Loan funded by the Lenders to the
Borrower (the Third Term Loan Fee), which Third Term Loan Fee shall be
non-refundable and fully-earned and payable on the date on which such draw
under the Third Term Loan is made.

(c) Legality. The funding of such draw under the Third Term Loan shall
not contravene any law, rule or regulation applicable to any Agent or any
Lender.

(d) Notice of Borrowing. The Administrative Agent shall have received a
Notice of Borrowing pursuant to Section 2.1(c)(iii).

(e) Discretionary Fundings. With respect to each draw under Third Term
Loan requested by the Borrower after the Third Closing Date, each Lender shall
have agreed in its sole and absolute discretion to make its Commitment
Percentage of such Third Term Loan. For avoidance of doubt, notwithstanding
anything to the contrary contained in this Amendment or any other Loan
Document, all draws under the Third Term Loan requested by the Borrower after the
Third Closing Date shall be funded by the Lenders in their sole and absolute
discretion.

(f) Delivery of Documents. The Agents shall have received such other
agreements, instruments, approvals, opinions and other documents, each in form
and substance satisfactory to the Lenders, as any Agent or any Lender may
reasonably request.

(g) Limitation on
First Draw Under Third Term Loan. Notwithstanding anything to the contrary contained in this Amendment or
any other Loan Document, the amount of the first draw under the Third Term Loan
funded on the Third Closing shall not exceed an amount equal to $5,000,000 less
the amount of any debt or equity capital infusion received by the Borrower from
a third party acceptable to the Agents on or prior to the Third Closing Date.

5.
Representations and Warranties. The Borrower represents and warrants to
the Agents and the Lenders as follows:

(a)
Authorization, Etc. The execution, delivery and performance by the
Borrower of this Amendment and the Notes, and the performance by the Borrower
of the Credit Agreement and the other Loan Documents, as amended hereby, (i)
have been duly authorized by all necessary action, (ii) do not and will not
contravene the Borrowers charter or by-laws, any applicable law or any
contractual restriction binding on or otherwise affecting it or any of its
properties, (iii) do not and will not result in or require the creation of any
lien (other than pursuant to any Loan Document) upon or with respect to any of
its properties, and (iv) do

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not and will
not result in any suspension, revocation, impairment, forfeiture or nonrenewal
of any permit, license, authorization or approval applicable to its operations
or any of its properties.

(b) Governmental Approvals. No authorization or approval or other action
by, and no notice to or filing with, any governmental authority or other
regulatory body is required in connection with the due execution, delivery and
performance by the Borrower of this Amendment or the Notes, or for the
performance of the Credit Agreement and the other Loan Documents, as amended
hereby.

(c) Enforceability of Loan Documents. Each of this Amendment, the Notes,
the Credit Agreement and each other Loan Document to which the Borrower is a
party, as amended hereby, is a legal, valid and binding obligation of the
Borrower, enforceable against the Borrower in accordance with its terms, except
as such enforceability may be limited by or subject to any bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting
creditors rights generally.

6.
Continued Effectiveness of the Credit Agreement.

(a) Ratifications. Except as otherwise expressly provided herein, (i)
the Credit Agreement and the other Loan Documents are, and shall continue to
be, in full force and effect and are hereby ratified and confirmed in all
respects, except that on and after the date hereof (A) all references in the
Credit Agreement to this Agreement, hereto, hereof, hereunder or words
of like import referring to the Credit Agreement shall mean the Credit
Agreement as amended by this Amendment and (B) all references in the other Loan
Documents to the Credit Agreement, thereto, thereof, thereunder or
words of like import referring to the Credit Agreement shall mean the Credit
Agreement as amended by this Amendment, and (ii) the execution, delivery and
effectiveness of this Amendment shall not operate as an amendment of any right,
power or remedy of the Agents and the Lenders under the Credit Agreement or any
other Loan Document, nor constitute an amendment of any provision of the Credit
Agreement or any other Loan Document.

(b) No Waivers. This Amendment is not a waiver of, or consent to, any
Default or Event of Default now existing or hereafter arising under the Credit
Agreement or any other Loan Document and each Agent and each Lender expressly
reserves all of its rights and remedies under the Credit Agreement and the
other Loan Documents, under applicable law or otherwise.

(c) Amendment and
Guarantor Consent as Loan Documents. The Borrower
confirms and agrees that each of this Amendment and the Guarantor Consent shall constitute a Loan
Document under the Credit Agreement. Accordingly, it shall be an Event of
Default under the Credit Agreement if any representation or warranty made or
deemed made by the Borrower under or in connection with this Amendment or made by the Guarantor in connection with the
Guarantor Consent shall
have been incorrect in any material respect when made or deemed made or if the
Borrower fails to perform or comply with any covenant or agreement contained
herein or the Guarantor fails to perform or comply with any
covenant or agreement contained in the Guarantor Consent.

- 9 -

---



7.
Miscellaneous.

(a) This Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which shall be
deemed to be an original, but all of which taken together shall constitute one
and the same agreement. Delivery of an executed counterpart of this Amendment
by telefacsimile or electronic mail shall be equally effective as delivery of
an original executed counterpart of this Amendment.

(b) Section and paragraph headings herein are included for convenience of
reference only and shall not constitute a part of this Amendment for any other
purpose.

(c) This Amendment shall be governed by, and construed in accordance with, the
laws of the State of New York.

(d) THE BORROWER HEREBY IRREVOCABLY WAIVES
ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER
BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS
AMENDMENT OR THE ACTIONS OF THE AGENTS AND THE LENDERS IN THE NEGOTIATION,
ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.

(e) The Borrower will pay on demand all reasonable and documented fees and
out-of-pocket costs and expenses of the Agents in connection with the
preparation, execution and delivery of this Amendment, including, without
limitation, the reasonable and documented fees and out-of-pocket disbursements
and other client charges of Schulte Roth & Zabel LLP.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT
BLANK]

- 10 -

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IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by their respective officers thereunto duly authorized, as of the date first
above written.

| |                          | 
| | ------------------------ | 
| | BORROWER:               
| |                         
| | WHITEHALL JEWELERS, INC.
| |                         
| | By:                      | 
| |                          | 
| | Name:                    | 
| |                          | 
| | Title:                   | 
| |                          | 

First Amendment to Term Loan Credit
Agreement

---



| |                                                                      | 
| | -------------------------------------------------------------------- | 
| | AGENTS:                                                             
| |                                                                     
| | PWJ LENDING II LLC,
 as Administrative Agent and as Collateral Agent
| |                                                                     
| | By:                                                                  | 
| |                                                                      | 
| | Name:                                                                | 
| |                                                                      | 
| | Title:                                                               | 
| |                                                                      | 

First Amendment to Term Loan Credit
Agreement

---



| |                                  | 
| | -------------------------------- | 
| | LENDERS:                        
| |                                 
| | PWJ LENDING II LLC,
 as a Lender
| |                                 
| | By:                              | 
| |                                  | 
| | Name:                            | 
| |                                  | 
| | Title:                           | 
| |                                  | 

First Amendment to Term Loan Credit
Agreement

---



EXHIBIT A

This
instrument and the rights and obligations evidenced hereby, the liens and
security interests securing the indebtedness and other obligations incurred or
arising under or evidenced by this instrument and the rights and obligations
evidenced hereby with respect to such liens are subordinate in the manner and
to the extent set forth in that certain Intercreditor and Lien Subordination
Agreement (as the same may be amended or otherwise modified from time to time
pursuant to the terms thereof, the Subordination Agreement), dated as of
January 18, 2008 between LASALLE BANK NATIONAL ASSOCIATION, as
Administrative Agent and Collateral Agent (the Senior Agent) for the
Lenders (collectively, and together with the Senior Agent and any of their
successors and assigns, including any other lender or lenders that at any time
refinance or replace the Senior Debt referred to below, the Senior
Creditors) pursuant to that certain Third Amended and Restated
Credit Agreement dated as of February 20, 2007 (the Senior Credit Agreement),
and PWJ LENDING II LLC, as
Administrative Agent and Collateral Agent (the Subordinating Agent), for
the Agents and the Lenders (collectively, the Subordinating Agent together with
the Agents and Lenders party to the Subordinated Credit Agreement, the Subordinating
Creditors) party to that certain Term Loan Credit Agreement, dated
as of January 18, 2008 (the Subordinated Credit Agreement), and WHITEHALL
JEWELERS, INC., a Delaware corporation (the Borrower), as such Senior
Credit Agreement has been and hereafter may be amended, restated, supplemented
or otherwise modified from time to time as permitted under the Subordination
Agreement and to the liens and security interests securing indebtedness
refinancing the indebtedness under such agreements as permitted by the
Subordination Agreement; and each holder of this instrument, by its acceptance
hereof, irrevocably agrees to be bound by the provisions of the Subordination
Agreement applicable to the Subordinating Creditors as if such holder were a
Subordinating Creditor for all purposes of the Subordination Agreement

FORM OF THIRD TERM LOAN NOTE

|           |                                   
|---------- | ----------------------------------
|$_________ | Dated:          ________
 __, 200_

FOR VALUE
RECEIVED, the undersigned WHITEHALL JEWELERS, INC., a Delaware
corporation (the Borrower), hereby promises to pay to the order of _____________
(the Lender) at the Lenders Head Office at
__________________________:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)
 prior to or on the Maturity Date the principal amount of ___________ Dollars
 ($________) or, if less, the aggregate unpaid principal amount of the Third
 Term Loan advanced by the Lender to the Borrower pursuant to the Term Loan
 Credit Agreement, dated as of January 18, 2008 (as amended, restated,
 supplemented, refinanced or otherwise modified and in effect from time to
 time, the Credit Agreement), among the Borrower, the Lender and the
 other parties thereto;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (b)
 the principal outstanding hereunder from time to time at the times provided
 in the Credit Agreement; and                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (c)
 interest on the principal balance hereof from time to time outstanding from
 the Third Closing Date under the Credit Agreement through and including the
 maturity date hereof at the times and at the rate provided in the Credit
 Agreement.                                                                                                                                                                                                                                        

This
Note evidences borrowings under and has been issued by the Borrower in
accordance with the terms of the Credit Agreement. The Lender and any holder
hereof is entitled to the benefits of the Credit Agreement, the Security
Documents and the other Loan Documents, and may enforce the agreements of the
Borrower contained therein, and any holder

Exhibit A

---



hereof may
exercise the respective remedies provided for thereby or otherwise available in
respect thereof, all in accordance with the respective terms thereof. All
capitalized terms used in this Note and not otherwise defined herein shall have
the same meanings herein as in the Credit Agreement.

The
Borrower irrevocably authorizes the Lender to make or cause to be made, on the
Third Closing Date and at the time of receipt of any payment of principal of
this Note, an appropriate notation on the grid attached to this Note, or the
continuation of such grid, or any other similar record, including computer
records, reflecting the making of the Third Term Loan or (as the case may be)
the receipt of such payment. The outstanding amount of the Third Term Loan set
forth on the grid attached to this Note, or the continuation of such grid, or
any other similar record, including computer records, maintained by the Lender
with respect to the Third Term Loan shall be prima facie evidence
of the principal amount thereof owing and unpaid to the Lender, but the failure
to record, or any error in so recording, any such amount on any such grid,
continuation or other record shall not limit or otherwise affect the obligation
of the Borrower hereunder or under the Credit Agreement to make payments of
principal of and interest on this Note when due.

The
Borrower has the right in certain circumstances and the obligation under
certain other circumstances to prepay the whole or part of the principal of
this Note on the terms and conditions specified in the Credit Agreement.

This
Note is a registered Note and, as provided in and subject to the terms of the
Credit Agreement, is transferable only upon surrender of this Note for registration
of transfer or exchange (and, in the case of a surrender for registration of
transfer, duly endorsed or accompanied by a written instrument of transfer,
duly executed by the registered holder of this Note or his attorney duly
authorized in writing), at which time a new Note for a like principal amount
will be issued to, and registered in the name of, the permitted transferee.
Reference in this Note to a holder shall mean the person or entity in whose
name this Note is at the time registered in the Register kept by the Agents as
provided in Section 19.3 of the Credit Agreement and, prior to due
presentment for registration of transfer, the Borrower may treat such person or
entity as the owner of this Note for the purpose of receiving payment and for
all other purposes, and the Borrower will not be affected by any notice to the
contrary.

If
any one or more of the Events of Default shall occur, the entire unpaid
principal amount of this Note and all of the unpaid interest accrued thereon may
become or be declared due and payable in the manner and with the effect
provided in the Credit Agreement.

No
delay or omission on the part of the Lender or any holder hereof in exercising
any right hereunder shall operate as a waiver of such right or of any other
rights of the Lender or such holder, nor shall any delay, omission or waiver on
any one occasion be deemed a bar or waiver of the same or any other right on
any further occasion.

The
Borrower and every endorser and guarantor of this Note or the obligation
represented hereby waives presentment, demand, notice, protest and all other
demands and notices in connection with the delivery, acceptance, performance,
default or enforcement of this Note, and assents to any extension or postponement
of the time of payment or any other indulgence, to any

Exhibit A

---



substitution,
exchange or release of collateral and to the addition or release of any other
party or person primarily or secondarily liable.

THIS NOTE
AND THE OBLIGATIONS OF THE BORROWER HEREUNDER SHALL FOR ALL PURPOSES BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK
(EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW). THE BORROWER
AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS NOTE MAY BE BROUGHT IN THE
COURTS OF THE STATE OF NEW YORK OR ANY FEDERAL COURT SITTING THEREIN AND
CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND THE SERVICE OF
PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWER BY MAIL AT THE ADDRESS SPECIFIED
IN SECTION 20 OF THE CREDIT AGREEMENT. THE BORROWER HEREBY WAIVES ANY
OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR
ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT.

IN WITNESS
WHEREOF, the undersigned has caused this Note to be signed in its
corporate name by its duly authorized officer as of the day and year first
above written.

| |                          |  | 
| | ------------------------ |  | 
| | WHITEHALL JEWELERS, INC.
| |                          |  | 
| | By:                      |  | 
| |                          | 
| | Name:                    | 
| |                          | 
| | Title:                   | 
| |                          | 

Exhibit A

---



|     |  |                 |  |                                       |  |                               |  |                    | 
|---- |  | --------------- |  | ------------------------------------- |  | ----------------------------- |  | ------------------ | 
|Date |  | Amount
 of Loan |  | Amount of
 Principal Paid
 or Prepaid |  | Balance of
 Principal
 Unpaid |  | Notation
 Made By: | 
|     |  |                 |  |                                       |  |                               |  |                    | 

Exhibit B

---



EXHIBIT B

FORM
OF GUARANTOR ACKNOWLEDGMENT,CONSENT AND REAFFIRMATION

This
GUARANTOR ACKNOWLEDGMENT, CONSENT AND REAFFIRMATION (this Guarantor Consent),
dated as of April 30, 2008, is executed and delivered by WHITEHALL JEWELERS HOLDINGS, INC., a
Delaware corporation(Guarantor), in favor of PWJ LENDING II LLC, a Delaware limited liability
company,
as administrative agent and collateral agent for the below defined Lenders (in
such capacities, together with its successors and assigns, if any, in such
capacities, the Agents) and the Lenders.

WHEREAS,
Whitehall Jewelers, Inc., a Delaware corporation (the Borrower),
the below defined Lenders, and the Agents are parties to that certain Term Loan
Credit Agreement, dated as of January 18, 2008 (as amended, restated, modified,
renewed or extended from time to time, the Credit Agreement);

WHEREAS,
the Borrower, the Agents and the lending institutions from time to time party
to the Credit Agreement (collectively, the Lenders) desire to amend
the Credit Agreement pursuant to that certain First Amendment to Term Loan Credit Agreement, dated as of April 30,
2008 (the First Amendment), by and among the Borrower, the Agents and
the Lenders, which amendment provides for, among other things, the making by
the Lenders of a multi-draw third term loan to the Borrower of up to
$15,000,000;

WHEREAS,
in connection with the Credit Agreement, the Guarantor executed in favor of the
Agents that certain Guaranty Agreement dated as of January 18, 2008 (the Guaranty),
pursuant to which the Guarantor agreed, among other things, to guarantee the
payment and performance of the Borrowers obligations under the Credit
Agreement and any other Loan Document;

WHEREAS,
in order to induce the Agents and the Lenders to enter into the First Amendment
and to extend the financial accommodations thereunder to the Borrower, and in
consideration thereof, Guarantor has agreed to execute and deliver this
Guarantor Consent with respect to the Guaranty; and

WHEREAS,
this Guarantor Consent incorporates by reference the terms and conditions of
the Guaranty, and any capitalized term used herein and not defined herein shall
have the meaning assigned to it in the Guaranty, the Credit Agreement or the
First Amendment.

NOW,
THEREFORE, in consideration of the foregoing, Guarantor hereby
agrees as follows:

1.
The Guarantor acknowledges that (a) the Lenders will make a multi-draw third
term loan to the Borrower of up to $15,000,000 pursuant to the First Amendment,
(b) the multi-draw third term loan will constitute a Guaranteed Obligation
under the Guaranty, and (c) the Borrower is a wholly-owned Subsidiary of the
Guarantor and, as such, the Guarantor will benefit

---



by virtue of
the financial accommodations extended to Borrower by the Lenders pursuant to
the First Amendment.

2.
The Guarantor consents to the terms and provisions of the Credit Agreement, as
amended by the First Amendment.

3.
The Guarantor agrees that (a) the Guaranty is ratified and confirmed in all
respects and shall continue in full force and effect, (b) it absolutely and
unconditionally guarantees the full and indefeasible payment and performance
when due of the Guaranteed Obligations thereunder, (c) each other Loan Document
to which it is a party is ratified and confirmed in all respects and shall
continue in full force and effect, and (d) it will continue to comply with, and be subject to, all of the
terms, conditions, covenants, agreements and obligations applicable to it set forth in the Guaranty and each other
Loan
Document to which it is a party.

4.
The Guarantor represents and warrants that (a) the execution, delivery, and
performance of this Guarantor Consent are within its powers, have been duly
authorized by all necessary action, and are not in contravention of any law,
rule, or regulation, or any order, judgment, decree, writ, injunction, or award
of any arbitrator, court, or Governmental Authority, or of the terms of its
charter or bylaws, or of any contract or undertaking to which it is a party or
by which any of its properties may be bound or affected and (b) the Guaranty
and the other Loan Documents to which it
is a party continue to constitute its
legal, valid and binding obligations, enforceable against it in accordance with
their terms, except as may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of
creditors rights generally and by general equitable principles (whether
enforcement is sought by proceedings at law or in equity).

5.
This Guarantor Consent shall constitute a Loan Document for all purposes of the
Credit Agreement and the other Loan Documents.

6.
This Guarantor Consent may be executed in counterparts. Delivery of an executed
counterpart of this Guarantor Consent by telefacsimile or electronic mail shall
be equally as effective as delivery of an original executed counterpart of this
Guarantor Consent.

[Signature page to follow]

2

---



IN WITNESS
WHEREOF, the undersigned has executed and delivered this Guarantor
Consent as of the date first written above.

| |                                                                  | 
| | ---------------------------------------------------------------- | 
| | WHITEHALL JEWELERS HOLDINGS, INC.
 
      a Delaware corporation
| |                                                                 
| | By:                                                              | 
| |                                                                  | 
| | Title:                                                           | 

---



SCHEDULE 1

Commitments; Commitment
Percentages, Lending Offices and Notice Address

Lenders and
their respective Commitments and Commitment Percentages with respect to each
Term Loan are as follows:

|                   |  |                               |  |                              |  |                              |  |                    |  |                        |  |  |  |  |  | 
|------------------ |  | ----------------------------- |  | ---------------------------- |  | ---------------------------- |  | ------------------ |  | ---------------------- |  |  |  |  |  | 
|Lender(s)          |  | Initial Term Loan
 Commitment |  | Second Term
 Loan Commitment |  | Third Term
 Loan
 Commitment |  | Total
 Commitments |  | Commitment
 Percentage | 
|                   |  |                               |  |                              |  |                              |  |                    |  |                        | 
|PWJ Lending II LLC |  | $ 25,000,000                  |  | $ 10,000,000                 |  | $ 15,000,000                 |  | $ 50,000,000       |  | 100%                   | 

Lender(s)
and its/their respective Address(es) for Notices are as follows:

|                                                                                                                                                                                           
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|PWJ Lending II LLC                                                                                                                                                                         
|                                                                                                                                                                                           
|c/o Prentice
 Capital Management, LP
 623 Fifth Avenue, 32nd Floor
 New York, New York 10022
 Attention: Daniel Platt and Matthew Hoffman
 Telephone: 212-756-8051
 Facsimile: 212-756-1480

Schedule 1

---