SUBJECT.
SECTION 3.09.
NATURE OF CERTAIN CONSIGNMENT FILINGS.
EACH OF THE LIENS AND
OTHER FILINGS SET FORTH ON SCHEDULE 7.02 OF THE CREDIT AGREEMENT WHICH PURPORTS
TO COVER GOODS DELIVERED TO A GRANTOR ON A CONSIGNMENT BASIS (A) EVIDENCES
ARRANGEMENTS ENTERED INTO WITH SUCH GRANTOR AND ITS TRADE VENDORS IN THE
ORDINARY COURSE OF BUSINESS, INTENDED BY SUCH GRANTOR AND VENDOR TO BE A "TRUE"
CONSIGNMENT, (B) DOES NOT ENCUMBER ANY ASSETS OF SUCH GRANTOR OTHER THAN THE
CONSIGNED GOODS TO WHICH IT RELATES AND THE PROCEEDS THEREOF, TO THE EXTENT
OWING TO THE VENDOR AND (C) SECURES SOLELY THE OBLIGATION OF SUCH GRANTOR TO
EITHER RETURN SUCH CONSIGNED GOODS OR PAY THE PURCHASE PRICE FOR SUCH CONSIGNED
GOODS, IN EACH CASE PURSUANT TO A WRITTEN CONSIGNMENT AGREEMENT ON TERMS
SUBSTANTIALLY SIMILAR TO THOSE SET FORTH IN THE GRANTORS' STANDARD FORM OF
CONSIGNMENT AGREEMENT AS IN EFFECT ON OR ABOUT THE CLOSING DATE (WITH THE
EXCEPTION OF ANY SUCH LIENS AND OTHER FILINGS MADE BY ANY TRADE VENDORS IN
CONNECTION WITH OR RELATING TO THAT CERTAIN AMENDMENT TO EXISTING AGREEMENTS
DATED AS OF MARCH 3, 2010 BY AND AMONG ZALE DELAWARE, INC., TXDC, L.P., ROSY
BLUE JEWELRY, INC. AND ROSY BLUE, INC., RELATING TO CONSIGNED GOODS FOR SUCH
GRANTOR'S 2010 SPRING SEASON) , A COPY OF WHICH HAS BEEN PROVIDED TO THE
ADMINISTRATIVE AGENT.
11
ARTICLE IV
COVENANTS
SECTION 4.01.
CHANGE OF NAME; LOCATION OF COLLATERAL; RECORDS; PLACE OF
BUSINESS.
(A)
EACH GRANTOR AGREES TO FURNISH TO THE ADMINISTRATIVE AGENT
(I) PROMPT WRITTEN NOTICE OF ANY CHANGE IN (A) ANY GRANTOR'S TRADE NAME USED TO
IDENTIFY IT IN THE CONDUCT OF ITS BUSINESS OR IN THE OWNERSHIP OF ITS
PROPERTIES, (B) ANY OFFICE IN WHICH IT MAINTAINS BOOKS OR RECORDS RELATING TO
COLLATERAL OWNED BY IT AND HAVING A VALUE IN EXCESS OF $1,000,000 OR ANY OFFICE
OR FACILITY AT WHICH COLLATERAL OWNED BY IT AND HAVING A VALUE IN EXCESS OF
$1,000,000 IS LOCATED (INCLUDING THE ESTABLISHMENT OF ANY SUCH NEW OFFICE OR
FACILITY), OTHER THAN, IN EACH CASE, (I) RETAIL STORE LOCATIONS OR
(II) EQUIPMENT AND INVENTORY (1) OUT FOR REPAIR OR REPLACEMENT IN THE ORDINARY
COURSE OF BUSINESS, (2) BEING SHIPPED, OR IN TRANSIT, FROM A SUPPLIER OR TO A
CUSTOMER OR BETWEEN SUPPLIERS IN THE ORDINARY COURSE OF BUSINESS OR (3) IN THE
POSSESSION OF SUPPLIERS, SUBCONTRACTORS AND LICENSEES IN THE ORDINARY COURSE OF
BUSINESS, OR (C) THE ACQUISITION BY ANY GRANTOR OF ANY PROPERTY FOR WHICH
ADDITIONAL FILINGS OR RECORDINGS ARE NECESSARY TO PERFECT AND MAINTAIN THE
ADMINISTRATIVE AGENT'S SECURITY INTEREST THEREIN, AND (II) PRIOR WRITTEN NOTICE
OF ANY CHANGE IN (A) ANY GRANTOR'S CORPORATE OR PARTNERSHIP NAME OR THE LOCATION
OF ANY GRANTOR'S CHIEF EXECUTIVE OFFICE OR ITS PRINCIPAL PLACE OF BUSINESS,
(B) ANY GRANTOR'S IDENTITY OR CORPORATE OR PARTNERSHIP STRUCTURE OR (C) ANY
GRANTOR'S JURISDICTION OF INCORPORATION, AMALGAMATION OR FORMATION, FEDERAL
TAXPAYER IDENTIFICATION NUMBER OR STATE ORGANIZATIONAL NUMBER OR SIMILAR
TAXATION OR ORGANIZATION NUMBER; PROVIDED, HOWEVER, THAT IF ANY OF THE
OCCURRENCES