Exhibit 4.3
    

    
      

      JOINDER TO CREDIT AGREEMENT
    

    
      This Joinder to Credit Agreement (this “Joinder”) is made as of this 2nd
      day of February, 2009 by and among ZALE PUERTO RICO, INC. (the “New
      Borrower”), the other Borrowers party hereto (individually, an “Existing
      Borrower”, and collectively, the “Existing Borrowers”,
      and together with the New Borrower, individually, a “Borrower”
      and collectively, the “Borrowers”), and BANK OF AMERICA,
      N.A., as administrative agent and collateral agent (in such capacity,
      the “Agent”) for the Lenders party to the Credit Agreement
      (as defined below), in consideration of the mutual covenants herein
      contained and benefits to be derived herefrom.
    

    
      W I T N E S S E T H :
    

    
               A.        WHEREAS, the Existing Borrowers have entered into
      that certain Credit Agreement dated as of July 23, 2003 by, among
      others, (i) the Borrowers, (ii) the Lenders party thereto from time to
      time, and (iii) Bank of America, N.A., as Agent for the Lenders (as
      amended and in effect, the “Credit Agreement”); and
    

    
               B.        WHEREAS, the New Borrower is currently an Excluded
      Subsidiary under the Credit Agreement; and
    

    
               C.        WHEREAS, the Existing Borrowers have notified the
      Agent that they wish to join the New Borrower to the Credit Agreement as
      a Borrower as permitted by Section 2.1(c) of the Credit Agreement.
    

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

    
      1.  Defined Terms.  All capitalized terms used herein
      but not otherwise defined herein shall have the meanings assigned to
      such terms in the Credit Agreement.
    

    
      2.  Joinder and Assumption of Obligations.  Effective
      as of the date of this Joinder, the New Borrower hereby acknowledges
      that it has received and reviewed a copy of the Credit Agreement, and
      acknowledges and agrees to:
    

    
         (a)  join in the execution of, and become a party to, the Credit
      Agreement as a Borrower thereunder, as indicated by its signature below;
    

    
         (b)  be bound by all representations, warranties, covenants,
      agreements, liabilities and acknowledgments of the Borrowers in the
      Credit Agreement and the other Loan Documents, in each case, with the
      same force and effect as if the New Borrower was an original signatory
      to the Credit Agreement and the other Loan Documents and was expressly
      named as a Borrower therein (except to the extent that such
      representations, warranties, covenants, agreements, liabilities and
      acknowledgments relate expressly to an earlier date); and
    

    
      
        

        

      

      
        
          - 1 -
        

        
          


        

      

      
        

        

      

    

    
         (c)  perform all duties and Obligations jointly and severally with
      the Existing Borrowers under the Credit Agreement and the other Loan
      Documents.
    

    
      3.  Representations and Warranties.  Except as provided
      below, the Borrowers (including the New Borrower) hereby restate all
      representations, warranties, and covenants set forth in the Credit
      Agreement as of the date hereof (except to the extent that such
      representations, warranties or covenants relate expressly to an earlier
      date); provided, however, that such representations and
      warranties shall be subject to the matters set forth on the Schedules
      delivered pursuant to Section 5(c)(iv) hereto.  
    

    
      4.  Ratification of Loan Documents.  Except as
      specifically amended by this Joinder and the other documents executed
      and delivered in connection herewith, all of the terms and conditions of
      the Credit Agreement and of the other Loan Documents shall remain in
      full force and effect.  Each of the Borrowers (including the New
      Borrower) hereby acknowledges and affirms that all Obligations of the
      Borrowers (including the New Borrowers) under the Loan Documents are
      secured by the Collateral pursuant to the Security Agreement entered
      into by the Existing Borrowers and the Agent in connection with the
      Credit Agreement and joined into by the New Borrower pursuant to the
      Joinder to Security Agreement entered into by the Borrowers and the
      Agent in connection herewith.
    

    
      5.  Other Actions to be Undertaken.  This Joinder shall
      not be effective until each of the following actions has been completed
      by the New Borrower to the reasonable satisfaction of the Agent:
    

    
         (a)  This Joinder shall have been duly executed and delivered by the
      respective parties hereto, and shall be in full force and effect and
      shall be in form and substance reasonably satisfactory to the Agent.
    

    
         (b)  All action on the part of the New Borrower necessary for the
      valid execution, delivery and performance by the New Borrower of this
      Joinder and all other documentation, instruments, and agreements to be
      executed in connection herewith shall have been duly and effectively
      taken and evidence thereof reasonably satisfactory to the Agent shall
      have been provided to the Agent.
    

    
         (c)  The New Borrower shall have delivered the following to the
      Agent, in form and substance reasonably satisfactory to the Agent:
    

    
             (i)  A Certificate of an authorized officer attesting to the due
      adoption, continued effectiveness, and setting forth the text, of each
      corporate resolution adopted in connection with the assumption of
      obligations under the Credit Agreement, and attesting to the true
      signatures of each Person authorized as a signatory to any of the Loan
      Documents, together with true and accurate copies of all organizational
      documents.
    

    
            (ii)  The following Loan Documents:
    

    
      
        

        

      

      
        
          - 2 -
        

        
          


        

      

      
        

        

      

    

    
      (1)  Joinder to Security Agreement;
    

    
      (2)  Perfection Certificate; and
    

    
      (3)  Such other documents and agreements as the Agent may reasonably
      require.
    

    
           (iii)  Supplemental schedules to the Credit Agreement to include
      any information pertaining to the New Borrower that may be required to
      be listed on such schedules.
    

    
            (iv)  Favorable written legal opinions of the New Borrower’s
      counsel addressed to the Agent and the Lenders, covering such matters
      relating to the New Borrower as the Agent shall reasonably request.
    

    
             (v)  Documentation evidencing that the New Borrower has paid all
      outstanding taxes owing in Puerto Rico.
    

    
         (d)  The Agent shall have received all documents and instruments,
      including Uniform Commercial Code financing statements, required by law
      or reasonably requested by the Agent to create or perfect the first
      priority Liens intended to be created under the Loan Documents and all
      such documents and instruments shall have been so filed, registered or
      recorded to the satisfaction of the Agent.
    

    
      6.  Post-Closing Obligations.  The New Borrower
      covenants and agrees to deliver to the Agent, in form and substance
      reasonably satisfactory to the Agent and within thirty (30) days
      following the date hereof, the following:
    

    
         (a)  (i) a Certificate of Legal Existence and Good Standing issued by
      the Secretary of the Commonwealth of Puerto Rico with respect to the New
      Borrower, and (ii) a certificate of incorporation of the New Borrower
      certified by the Secretary of the Commonwealth of Puerto Rico as being
      in full force and effect.
    

    
         (b)  (i) a duly executed Blocked Account Agreement among the Agent,
      the New Borrower and Banco Popular (the “Puerto Rico Blocked
      Account Bank”), pursuant to which, among other things, the Agent
      shall have obtained “control” (as defined in the Uniform Commercial Code
      (as defined in the Security Agreement)) of the following DDAs maintained
      by the New Borrower with the Puerto Rico Blocked Account Bank:  (i)
      250001493, (ii) 131001396, and (iii) 030072387, and (ii) a duly executed
      Agreement of Assignment of Deposit Account as Collateral Security
      between the Agent and the New Borrower with respect to such DDAs; provided,
      however, that the Agent may (but has no obligation to), in its sole
      and exclusive discretion, either extend the time period noted above for
      the delivery of the documents described in this clause (b) or waive in
      its entirety the obligation that such documents be delivered.
    

    
      7.  Miscellaneous.
    

    
      
        

        

      

      
        
          - 3 -
        

        
          


        

      

      
        

        

      

    

    
         (a)  This Joinder may be executed in several counterparts and by each
      party on a separate counterpart, each of which when so executed and
      delivered shall be an original, and all of which together shall
      constitute one instrument.
    

    
         (b)  This Joinder expresses the entire understanding of the parties
      with respect to the transactions contemplated hereby.  No prior
      negotiations or discussions shall limit, modify, or otherwise affect the
      provisions hereof.
    

    
         (c)  This Joinder shall constitute a Loan Document for all purposes.
    

    
         (d)  Any determination that any provision of this Joinder or any
      application hereof is invalid, illegal or unenforceable in any respect
      and in any instance shall not effect the validity, legality, or
      enforceability of such provision in any other instance, or the validity,
      legality or enforceability of any other provisions of this Joinder.
    

    
         (e)  The Borrowers shall pay all costs and expenses of the Agent,
      including, without limitation, reasonable attorneys’ fees in connection
      with the preparation, negotiation, execution and delivery of this
      Joinder.
    

    
         (f)  The Borrowers warrant and represent that the Borrowers have
      consulted with independent legal counsel of their selection in
      connection with this Joinder and are not relying on any representations
      or warranties of the Agent or the Lenders or their counsel in entering
      into this Joinder.
    

    
         (g)  THIS JOINDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
      ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
      INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW
      YORK GENERAL OBLIGATIONS LAW.
    

    
      [SIGNATURE PAGES FOLLOW]
    

    
      
        

        

      

      
        
          - 4 -
        

        
          


        

      

      
        

        

      

    

    
      IN WITNESS WHEREOF, each of the undersigned has caused this Joinder to
      be duly executed and delivered by its proper and duly authorized officer
      as of the date set forth above.
    

    
      


    

    
    	
           
        	
          
            BORROWERS:
          

        
	

        	

        	
           
        
	

        	
          
            ZALE DELAWARE, INC., as Borrower
          

        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          By:
        	
          
            /s/ David Sternblitz
          

        
	

        	
          Name:
        	
          
            David Sternblitz
          

        
	

        	
          Title:
        	
          
            Vice President & Treasurer
          

        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          
            ZALE CORPORATION, as a Borrower
          

        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          By:
        	
          
            /s/ David Sternblitz
          

        
	

        	
          Name:
        	
          
            David Sternblitz
          

        
	

        	
          Title:
        	
          
            Vice President & Treasurer
          

        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          
            ZGCO, LLC, as a Borrower
          

        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          By:
        	
          
            /s/ David Sternblitz
          

        
	

        	
          Name:
        	
          
            David Sternblitz
          

        
	

        	
          Title:
        	
          
            Vice President & Treasurer
          

        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          
            TXDC, L.P., as a Borrower
          

        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          By:
        	
          
            /s/ David Sternblitz
          

        
	

        	
          Name:
        	
          
            David Sternblitz
          

        
	

        	
          Title:
        	
          
            Vice President & Treasurer
          

        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          
            ZALE PUERTO RICO, INC., as a Borrower
          

        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          By:
        	
          
            /s/ David Sternblitz
          

        
	

        	
          Name:
        	
          
            David Sternblitz
          

        
	

        	
          Title:
        	
          
            Vice President & Treasurer
          

        


    

    

    

    
      

      

      

      Signature Page to Joinder to Credit Agreement
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
    	
           
        	
          
            BANK OF AMERICA, N.A., as Agent
          

        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          By:
        	
          
            /s/ Andrew Cerussi
          

        
	

        	
          Name:
        	
          
            Andrew Cerussi
          

        
	

        	
          Title:
        	
          
            SVP
          

        


    

    

    

    
      

      

      

      

      

      

      

      

      

      

      Signature Page to Joinder to Credit Agreement