INTERPRETING, THIS
AGREEMENT.
SECTION 5.12.
LIMITATIONS ACT.
NOTWITHSTANDING THE PROVISIONS OF THE
LIMITATIONS ACT, 2002 (ONTARIO), A CLAIM MAY BE BROUGHT ON THIS AGREEMENT AT ANY
TIME WITHIN 6 YEARS FROM THE DATE ON WHICH DEMAND FOR PAYMENT OF THE GUARANTEED
OBLIGATIONS IS MADE TO THE GUARANTORS IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT.
SECTION 5.13.
TERMINATION.
(A)
SUBJECT TO SECTION 2.04.
, AND EXCEPT FOR
THOSE PROVISIONS WHICH EXPRESSLY SURVIVE THE TERMINATION THEREOF, THIS AGREEMENT
AND THE GUARANTEES MADE HEREIN SHALL TERMINATE WHEN ALL THE OBLIGATIONS HAVE
BEEN PAID IN FULL (EXCLUDING CONTINGENT OBLIGATIONS AS TO WHICH NO CLAIM HAS
BEEN MADE) AND THE LENDERS HAVE NO FURTHER COMMITMENT TO LEND UNDER THE CREDIT
AGREEMENT.
(B) THE ADMINISTRATIVE AGENT MAY RELEASE ANY GUARANTOR FROM ITS OBLIGATIONS
HEREUNDER (I) IF SUCH PERSON CEASES TO BE A SUBSIDIARY AS A RESULT OF A
TRANSACTION PERMITTED BY THE CREDIT AGREEMENT; PROVIDED THAT, IF SO REQUIRED BY
THE CREDIT AGREEMENT, THE REQUIRED LENDERS SHALL HAVE CONSENTED TO SUCH
TRANSACTION AND THE TERMS OF SUCH CONSENT DID NOT PROVIDE OTHERWISE OR (II) UPON
THE EFFECTIVENESS OF ANY WRITTEN CONSENT TO SUCH RELEASE PURSUANT TO
SECTION 10.01 OF THE CREDIT AGREEMENT.
SECTION 5.14.
ADDITIONAL GUARANTORS.
PURSUANT TO SECTION 6.11 OF THE CREDIT
AGREEMENT, AFTER THE CLOSING DATE, EACH NEW DIRECT OR INDIRECT SUBSIDIARY OF THE
BORROWER FORMED UNDER THE LAWS OF CANADA OR ANY PROVINCE THEREOF IS REQUIRED TO
ENTER INTO THIS AGREEMENT AS A GUARANTOR.
UPON EXECUTION AND DELIVERY BY THE
ADMINISTRATIVE AGENT AND A SUBSIDIARY OF AN INSTRUMENT IN THE FORM ATTACHED AS
ANNEX 1 HERETO, SUCH SUBSIDIARY SHALL BECOME A GUARANTOR HEREUNDER, WITH THE
SAME FORCE AND EFFECT AS IF ORIGINALLY NAMED AS SUCH HEREIN.
THE EXECUTION AND
DELIVERY OF ANY SUCH INSTRUMENT SHALL NOT REQUIRE THE CONSENT OF ANY OTHER
GUARANTOR HEREUNDER.
THE RIGHTS AND OBLIGATIONS OF EACH GUARANTOR HEREUNDER
SHALL REMAIN IN FULL FORCE AND EFFECT NOTWITHSTANDING THE ADDITION OF ANY
SUBSIDIARY AS A PARTY TO THIS AGREEMENT.
[signature pages follow]
Schedule to the
Term Facility Canadian Guaranty Agreement
Initial Guarantors
Zale Canada Co.
Zale Canada Diamond Sourcing Inc.
Zale Canada Finco 1, Inc.
Zale Canada Finco 2, Inc.
Finco Holding LP
Finco Partnership LP
Zale Canada Holding LP
Annex 1 to the
Term Facility Canadian Guaranty Agreement
Form of Supplement
SUPPLEMENT NO.
dated as of [·] (this "Supplement"), to the Term Facility
Canadian Guaranty Agreement dated as of [·] (the "Facility Guaranty"), among
ZALE CORPORATION, a Delaware corporation (the "Borrower"), the Subsidiaries from
time to time party thereto (each, a "Guarantor", and collectively, the
"Guarantors") and Z INVESTMENT HOLDINGS, LLC, in its capacity as administrative
agent (in such capacity, the "Administrative Agent").
Reference is made to the Credit Agreement dated as of [·], 2010 (as such may be
amended, modified, supplemented or restated hereafter, the "Credit Agreement"),
by and among (i) the Borrower, (ii) the Lenders named therein and (iii) Z
INVESTMENT HOLDINGS, LLC, as Administrative Agent.
Capitalized terms used herein and not otherwise defined