REG - Signet Jewelers Ltd - Form 10Q <Origin Href="QuoteRef">SIG.N</Origin> - Part 9
29/10/2014 11:09
- Part 9: For the preceding part double click ID:nRSK4136Rh
By: /s/ Theo Killion
Name: Theo Killion
Title: Chief Executive Officer
Title:
Chief Executive Officer
[Signature Page to Second Supplemental Indenture]
ZALE CANADA HOLDING LP,as a New Guarantor
By ZALE INTERNATIONAL, INC., its GeneralPartner
By: /s/ Theo Killion
Name: Theo Killion
Title: Chief Executive Officer
Chief Executive Officer
[Signature Page to Second Supplemental Indenture]
DEUTSCHE BANK TRUST COMPANYAMERICAS, as Trustee
By: /s/ Rosemary Cabrera
Name: Rosemary Cabrera
Title: Associate
By: /s/ Mark Esposito
Name: Mark Esposito
Title: Assistant Vice President
Assistant Vice President
[Signature Page to Second Supplemental Indenture]
Exhibit 10.2
FIRST AMENDMENT TO THE CREDIT AGREEMENT
FIRST AMENDMENT (this "Amendment"), dated as of September 9, 2014, to the Credit Agreement dated as of May 27, 2014
(as amended, supplemented, amended and restated or otherwise modified from time to time, the "Credit Agreement"), among
Signet Group Limited, Signet Group Treasury Services Inc. and Sterling Jewelers Inc. (collectively, the "Borrowers"),
Signet Jewelers Limited (the "Parent"), the several banks and other financial institutions or entities from time to time
party thereto (the "Lenders"), JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the "Administrative
Agent"), and the other agents party thereto.
W I T N E S S E T H :
WHEREAS, the parties hereto are parties to the Credit Agreement;
WHEREAS, the Borrowers have requested that the Lenders agree to make certain amendments to the Credit Agreement as set
forth herein; and
WHEREAS, the Required Lenders are willing to agree to such amendments and other matters, subject to the terms and
conditions set forth herein.
NOW, THEREFORE, in consideration of the premises herein contained and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the parties hereto agree as follows:
SECTION 1. DEFINITIONS.
1.1 Unless otherwise defined herein, capitalized terms which are defined in the Credit Agreement are used herein as therein
defined.
SECTION 2. AMENDMENTS.
2.1 The definitions of "Consolidated EBITDA" and "Consolidated Net Interest Expense" in Section 1.01 of the Credit
Agreement are hereby amended by replacing such definitions in their entirety with the following definitions:
(a) "Consolidated EBITDA" means, in respect of any Relevant Period, Consolidated Net Income plus, to the extent included in
determining Consolidated Net Income, (i) interest expense (including, without limitation, interest expense under Capital
Lease Obligations that is treated as interest in accordance with GAAP) for such Relevant Period (including, without
limitation, all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers
acceptance financing and net costs under interest rate Swap Agreements, the amortization of any debt financing and/or
receivables financing fees, costs and expenses (or fees, costs and expenses of any amendment related thereto) and the
amount of all fees, costs and expenses which have been incurred and/or paid by a member of the Group in relation to the
execution and delivery of, or any amendment to, the Existing Credit Agreement, this Agreement, the Loan Documents or
documentation in connection with any other debt financing and/or receivables financing, (ii) income tax expenses
(benefits), (iii) depreciation and (iv) amortization, all calculated for the Group in accordance with GAAP on a
consolidated basis; provided that, for the avoidance of doubt, Consolidated EBITDA shall exclude any material profits or
losses recognized that result from the sale of a long-lived asset or a disposal group regardless of whether such a sale
qualifies as a discontinued operation under FASB ASC 205-20, the costs associated with exit activities (as defined under
FASB ASC 420-10 "Exit or Disposal Cost Obligations"), material infrequently occurring items and extraordinary items (in the
case of extraordinary items as defined in FASB ASC 225-20 "Extraordinary and Unusual Items") for such Relevant Period and
as identified on the Compliance Certificate. For the purposes of calculating Consolidated EBITDA for any Relevant Period
pursuant to any determination of the Leverage Ratio, (i) if at any time during such Relevant
Period any member of the Group shall have made any Material Disposition, the Consolidated EBITDA for such Relevant Period
shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the property that is the
subject of such Material Disposition for such Relevant Period or increased by an amount equal to the Consolidated EBITDA
(if negative) attributable thereto for such Relevant Period and (ii) if during such Relevant Period any member of the Group
shall have made a Material Acquisition, Consolidated EBITDA for such Relevant Period shall be calculated after giving pro
forma effect thereto as if such Material Acquisition occurred on the first day of such Relevant Period. As used in this
definition, "Material Acquisition" means any acquisition of property or series of related acquisitions of property that (a)
constitutes assets comprising all or substantially all of an operating unit of a business or constitutes all or
substantially all of the common stock of a Person and (b) involves the payment of consideration by members of the Group in
excess of $50,000,000; and "Material Disposition" means any Disposition of property or series of related Dispositions of
property that yields gross proceeds to members of the Group in excess of $50,000,000.
(b) "Consolidated Net Interest Expense" means, in respect of any Relevant Period, the interest expense required to be paid
in cash or accrued (including without limitation interest expense under Capital Lease Obligations that is treated as
interest in accordance with GAAP) of the Group calculated on a consolidated basis for such Relevant Period (including,
without limitation, all commissions, discounts and other fees and charges owed with respect to letters of credit and
bankers acceptance financing and net costs under interest rate Swap Agreements to the extent such net costs are allocable
to such Relevant Period) in accordance with GAAP, minus the amount of any interest income received in cash or accrued by
the Group in or in respect of such Relevant Period (including, without limitation, any periodic commission, fees, discounts
and other finance payments receivable by the Group under any interest rate and/or currency hedging agreements or
instruments).
SECTION 3. CONDITIONS PRECEDENT. This Amendment shall become effective on the date (the "Effective Date") on which all
of the following conditions have been satisfied or waived:
(a) Execution and Delivery. The Administrative Agent shall have received counterparts of this Amendment duly executed
by (i) the Borrowers and (ii) the Required Lenders.
(b) No Default. Both prior to and after giving effect to this Amendment, no Default or Event of Default shall have
occurred and be continuing on the Effective Date.
(c) Representations and Warranties. As of the Effective Date (both prior to and after giving effect to this Amendment)
all representations and warranties contained in Section 4 shall be true and correct in all material respects.
For the purpose of determining compliance with the conditions specified in this Section 3, each Lender that has signed this
Amendment shall be deemed to have accepted, and to be satisfied with, each document or other matter required under this
Section 3.
SECTION 4. REPRESENTATIONS AND WARRANTIES. In order to induce the Required Lenders to enter into this Amendment, each
Borrower hereby represents and warrants to the Required Lenders that (a) this Amendment has been duly authorized by all
necessary organizational actions and, if required, actions by equity holders of such Borrower and (b) this Amendment has
been duly executed and delivered by such Borrower and constitutes a legal, valid and binding obligation of such Borrower,
enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other
laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in
a proceeding in equity or at law.
SECTION 5. CONTINUING EFFECT. Except as expressly amended, waived or modified hereby, the Loan Documents shall continue
to be and shall remain in full force and effect in accordance with their respective
terms. This Amendment shall not constitute an amendment, waiver or modification of any provision of any Loan Document not
expressly referred to herein and shall not be construed as an amendment, waiver or modification of any action on the part
of the Borrowers or the other Loan Parties that would require an amendment, waiver or consent of the Administrative Agent
or the Lenders except as expressly stated herein, or be construed to indicate the willingness of the Administrative Agent
or the Lenders to further amend, waive or modify any provision of any Loan Document amended, waived or modified hereby for
any other period, circumstance or event. Except as expressly modified by this Amendment, the Credit Agreement and the other
Loan Documents are ratified and confirmed and are, and shall continue to be, in full force and effect in accordance with
their respective terms. Except as expressly set forth herein, each Lender and the Administrative Agent reserves all of its
rights, remedies, powers and privileges under the Credit Agreement, the other Loan Documents, applicable law and/or equity.
Any reference to the "Credit Agreement" in any Loan Document or any related documents shall be deemed to be a reference to
the Credit Agreement as amended by this Amendment and the term "Loan Documents" in the Credit Agreement and the other Loan
Documents shall include this Amendment.
SECTION 6. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
SECTION 7. SUCCESSORS AND ASSIGNS. This Amendment shall be binding upon and inure to the benefit of the Borrowers, the
other Loan Parties, the Administrative Agent, the other Agents and the Lenders, and each of their respective successors and
assigns, and shall not inure to the benefit of any third parties. The execution and delivery of this Amendment by any
Lender prior to the Effective Date shall be binding upon its successors and assigns and shall be effective as to any Loans
or Commitments assigned to it after such execution and delivery.
SECTION 8. ENTIRE AGREEMENT. This Amendment, the Credit Agreement and the other Loan Documents represent the entire
agreement of the Loan Parties, the Administrative Agent, the Agents, the Lenders and the Lenders, as applicable, with
respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by
the Administrative Agent, any other Agent or any Lender relative to the subject matter hereof not expressly set forth or
referred to herein or in the Credit Agreement or the other Loan Documents.
SECTION 9. LOAN DOCUMENT. This Amendment is a Loan Document executed pursuant to the Credit Agreement and shall (unless
otherwise expressly indicated herein) be construed, administered and applied in accordance with the terms and provisions of
the Credit Agreement.
SECTION 10. COUNTERPARTS. This Amendment may be executed by the parties hereto in any number of separate counterparts
and all of said counterparts taken together shall be deemed to constitute one and the same instrument. An executed
signature page of this Amendment may be delivered by facsimile transmission or electronic PDF of the relevant signature
page hereof.
SECTION 11. HEADINGS. Section headings used in this Amendment are for convenience of reference only, are not part of
this Amendment and are not to affect the construction of, or to be taken into consideration in interpreting, this
Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their duly authorized
officers as of the date first written above.
SIGNET GROUP LIMITED,
as a Borrower
By: /s/ Mark Jenkins
Name: Mark Jenkins
Title: Director
SIGNET GROUP TREASURY SERVICES INC.,as a Borrower
By: /s/ Mark Jenkins
Name: Mark Jenkins
Title: Vice President and Secretary
STERLING JEWELERS INC.,as a Borrower
By: /s/ George S. Frankovich
Name: George S. Frankovich
Title: Vice President and Secretary
Title: Vice President and Secretary
[Signature Page to First Amendment]
JPMORGAN CHASE BANK, N.A., as
Administrative Agent and Lender
By: /s/ Brendan Korb
Name: Brendan Korb
Title: Vice President
Title: Vice President
[Signature Page to First Amendment]
FIFTH THIRD BANK,
as a Lender
By: /s/ Martin H. Mc Ginty
Name: Martin H. Mc Ginty
Title: Vice President
Title: Vice President
[Signature Page to First Amendment]
PNC BANK, NATIONAL ASSOCIATION,
as a Lender
By: /s/ Valerie A. Geiger
Name: Valerie A. Geiger
Title: Senior Vice President
Title: Senior Vice President
[Signature Page to First Amendment]
Citizens Bank, N.A.,
as a Lender
By: /s/ Joshua Botnick
Name: Joshua Botnick
Title: Vice President
Title: Vice President
[Signature Page to First Amendment]
HSBC BANK USA, N.A.,
as a Lender
By: /s/ Paul M. Angland
Name: Paul M. Angland
Title: Vice President
Title: Vice President
[Signature Page to First Amendment]
ABN AMRO CAPITAL USA, LLC,
as a Lender
By: /s/ Michael Mondazzi
Name: Michael Mondazzi
Title: Vice President
By: /s/ R. Bisscheroux
Name: R. Bisscheroux
Title: Director
Title: Director
[Signature Page to First Amendment]
BARCLAYS BANK PLC,
as a Lender
By: /s/ Aarti Rao
Name: Aarti Rao
Title: Director
Title: Director
[Signature Page to First Amendment]
STANDARD CHARTERED BANK,
as a Lender
By: /s/ Felipe Macia
Name: Felipe Macia
Title: Managing Director Syndications, Americas
By: /s/ Hsing H. Huang
Name: Hsing H. Huang
Title: Associate Director
Title: Associate Director
[Signature Page to First Amendment]
U.S. BANK, NATIONAL ASSOCIATION,
as a Lender
By: /s/ Mark D. Rodgers
Name: Mark D. Rodgers
Title: Vice President
Title: Vice President
[Signature Page to First Amendment]
WELLS FARGO BANK, N.A.,
as a Lender
By: /s/ Beth Rue
Name: Beth Rue
Title: Director
Title: Director
[Signature Page to First Amendment]
Exhibit 31.1
CERTIFICATION
I, Michael W. Barnes, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Signet Jewelers Limited (the "Report");
2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this Report;
3. Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present
in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the
periods presented in this Report;
4. The company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the company, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is
being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this Report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
Report based on such evaluation; and
(d) Disclosed in this Report any change in the company's internal control over financial reporting that occurred during the
company's most recent fiscal quarter (the company's fourth quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the company's internal control over financial reporting; and
5. The company's other certifying officer and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons
performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and report
financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the
company's internal control over financial reporting.
Date: September 10, 2014
By: /s/ Michael W. Barnes
Name: Michael W. Barnes
Title: Chief Executive Officer
Chief Executive Officer
Exhibit 31.2
CERTIFICATION
I, Michele L. Santana, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Signet Jewelers Limited (the "Report");
2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this Report;
3. Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present
in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the
periods presented in this Report;
4. The company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the company, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is
being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this Report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
Report based on such evaluation; and
(d) Disclosed in this Report any change in the company's internal control over financial reporting that occurred during the
company's most recent fiscal quarter (the company's fourth quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the company's internal control over financial reporting; and
5. The company's other certifying officer and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons
performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and report
financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the
company's internal control over financial reporting.
Date: September 10, 2014
By: /s/ Michele L. Santana
Name: Michele L. Santana
Title: Chief Financial Officer
(Principal Financial Officer and PrincipalAccounting Officer)
(Principal Financial Officer and PrincipalAccounting Officer)
Exhibit 32.1
CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Michael W. Barnes, as Chief Executive Officer of Signet Jewelers Limited (the "Company"), hereby certify, pursuant to 18
U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) the accompanying Quarterly Report on Form 10-Q for the period ending August 2, 2014, as filed with the US Securities
and Exchange Commission (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results
of operations of the Company.
Date: September 10, 2014
By: /s/ Michael W. Barnes
Name: Michael W. Barnes
Title: Chief Executive Officer
Chief Executive Officer
Exhibit 32.2
CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Michele L. Santana, as Chief Financial Officer of Signet Jewelers Limited (the "Company"), hereby certify, pursuant to
18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) the accompanying Quarterly Report on Form 10-Q for the period ending August 2, 2014, as filed with the US Securities
and Exchange Commission (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results
of operations of the Company.
Date: September 10, 2014
By: /s/ Michele L. Santana
Name: Michele L. Santana
Title: Chief Financial Officer
(Principal Financial Officer and PrincipalAccounting Officer)
(Principal Financial Officer and PrincipalAccounting Officer)
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