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EXHIBIT 10.1
LASALLE BANK NATIONAL ASSOCIATION
MEMBER ABN AMRO GROUP
c/o LaSalle Retail Finance
25 Braintree Hill Office Park, Suite 25
Braintree, MA 02184
(781) 353-6100
(781) 353-6101
September 14, 2005
Via Telecopier
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Whitehall Jewellers, Inc.
155 North Wacker Drive, Suite 500
Chicago, Illinois 60606
Re: LaSalle
Bank National Association, Agent
Dear Sir/Madam:
Reference is made to that certain Second Amended and Restated
Revolving
Credit and Gold Consignment Agreement dated
as of July 29, 2003, as amended and
currently in effect (the "LOAN AGREEMENT"),
entered into by and among (i)
LaSalle Bank National Association, as
administrative agent ("ADMINISTRATIVE
AGENT") and collateral agent, (ii) ABN AMRO
Bank N.V., as syndication agent,
(iii) JPMorgan Chase Bank, National
Association, as documentation agent, (iv)
Back Bay Capital Funding, LLC, as an
Accommodation Bank, (v) the Banks, and (vi)
Whitehall Jewellers, Inc. (the "BORROWER").
(Capitalized terms used in this
notice and not otherwise defined shall have
the meanings as defined in the Loan
Agreement).
Please be advised that one or more Events of Default have
occurred
under the Loan Agreement as a result of:
(i) the Borrower's default under that
certain Amended and Restated Private Label
Credit Card Program Agreement dated
as of June 1, 2005 entered into by and
between the Borrower and GE Money Bank;
and (ii) the Borrower's written public
declaration of its inability to pay its
obligations as they mature and become due
in the ordinary course of its
business. As a consequence thereof:
(a) The commitment of the Banks and the Accommodation Banks to
make loans and advances and to grant financial accommodations to or
for
the benefit of the Borrower has been terminated in accordance
with
Section 13.2 of
