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Antwerp Diamond Bank NV
[LOGO]
Confidential
Antwerpen, 30th December 2005
LAZARE KAPLAN INTERNATIONAL INC.
19 West 44th Street, 16th floor
NEW YORK (NY) 10036
USA
This letter replaces our confirmation letter and also our addendum
to that
letter dated 18th July 2005.
Dear sirs
Referring to our recent conversations we have the pleasure to
confirm that our
Bank is willing to continue the existing bankrelation and credits,
with
retention of the existing guarantees and collaterals, without debt
novation and
subject to the modalities and conditions as stipulated here
below.
1. Amount
An
uncommitted credit of a counter value of maximum 45.000.000 US$
(forty-five million US dollar). Drawings will only be permitted in
US dollar
and
Euro.
2. Utilization forms
and modalities
In
principle the aforesaid credit is only to be utilized for
overdrafts in
current
accounts. Utilization, other than overdrafts in current
accounts
(e.g.
straight loans, discount, bank guarantees issued by us, forward
contracts,
...), as well as utilization not directly connected to your
diamond
activities, always require a preliminary and explicit consent of
our
Bank.
3. Interest
conditions
With
regard to the overdrafts in current accounts, following interests
and
provisions
will be charged:
debit
interest: for utilization in EUR : floating base rate EUR-ADB
(presently
3,45% per annum) increased with 1,50% per annum; for
utilization
in US$:
Libor US$ fixing 3 months increased with 1,60% per annum.
Base
rate-ADB equals the per annum rate of interest announced by the
Bank from
time to time at its head office in Antwerp.
Changes in
aforesaid base rates will be communicated as the occasion
arises,
either by
letter or by computer generated message.
With
regard to possible other utilization (cf. supra) the debit
interest
and/or
commission will be fixed the moment these utilization are
authorized.
For
possible overdrawing of credit facilities (cf. article 6 of our
General
Credit Granting Conditions)
the Bank has the right to increase aforesaid
conditions
with maximum 0,5% per annum.
--------------------------------------------------------------------------------
Pelikaanstraat 54 o B-2018 Antwerpen o Belgium
tel +32 (0)3 204 72 04 o fax +32 (0)3 233 90 95 o
telex 31673 ADIABA B o Swift ADIA BE 22
BTW BE 0404 465 551 RPR-Antwerpen o P.R. 000-0018639-15
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p 2
Antwerpen, 30th December 2005
LAZARE KAPLAN INTERNATIONAL INC.
19 West 44th Street, 16th floor
NEW YORK (NY) 10036
USA
4. General
Conditions
The
granting of this credit is governed by our General Conditions
for
Banking
Operations and by our General Credit Granting Conditions of
which
you
already received a copy and to which you already explicitly agreed
and
enclosed
addendum dated 20th December 2005. As far as necessary the
acceptance
of this credit reconfirms your agreement with said General
Conditions. We stipulate further that the credit granted by our
Bank implies
that you
will at least once a year provide us with a full insight
information in your financial structure and that you will offer no
personal
guarantees
and/or collateral to any other financial institution or
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