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L AZARE K
APLAN I NTERNATIONAL I
NC.
E IGHTH A MENDMENT T O
R EVOLVING C REDIT A
GREEMENT
This
Eighth Amendment to Revolving Credit Agreement (herein, the
“Amendment” ) is entered into as of April __,
2007, between Lazare Kaplan International Inc., a Delaware.
corporation (the “Borrower” ), and ABN AMRO Bank
N.V., as Administrative Agent (the “Agent” ),
ABN AMRO Bank N.V., as a lender ( “ABN AMRO” )
and Bank Leumi USA, as a lender ( “Leumi” and
together with ABN AMRO, the “Banks”
).
P RELIMINARY S
TATEMENTS
A.
The Borrower, the Agent and the Banks entered into a certain
Revolving Credit Agreement, dated as of August 14, 2002, as amended
by the First Amendment to Revolving Credit Agreement between the
Borrower and the Banks dated as of May 28, 2003, a Second Amendment
to Revolving Credit Agreement dated as of November 24, 2003, a
Third Amendment to Revolving Credit Agreement dated as of September
13, 2004, a Fourth Amendment to Revolving Credit Agreement dated as
of November 24, 2004, a Fifth Amendment to Revolving Credit
Agreement dated as of May 6, 2005, a Sixth Amendment to Revolving
Credit Agreement dated as of July 15, 2005 and Seventh Amendment to
Revolving Credit Agreement dated as of December 1, 2005 (the
Revolving Credit Agreement, as the same has been amended prior to
the date hereof, being referred to herein as the “Credit
Agreement” ). All capitalized terms used herein without
definition shall have the same meanings herein as such terms have
in the Credit Agreement.
B.
The Borrower has requested that the Banks extend the existing
Termination Date of December 1, 2007 in accordance with Section 24
of the Credit Agreement, and make certain other amendments thereto
and the Banks are willing to do so under the terms and conditions
set forth in this Amendment.
N
OW , T HEREFORE , for good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as
follows:
SECTION 1. A MENDMENTS.
Subject
to the satisfaction of the conditions precedent set forth in
Section 2 below, the Credit Agreement shall be and hereby is
amended as follows:
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1.1.
The definition of “Commitment” in Section 1 of the
Credit Agreement shall be amended and restated in its entirety to
read as follows:
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“Commitment: The several obligations of (a)
ABN AMRO to make Loans to the Borrower up to an aggregate
outstanding principal amount not to exceed $27,200,000, and (b)
Leumi to make Loans to the Borrower up to an aggregate outstanding
principal amount not to exceed $10,000,000, as such amounts may be
reduced from time to time or terminated according to the terms of
this Agreement.”
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1.2.
The definition of “Termination Date” in Section 1 of
the Credit Agreement shall be amended and restated in its entirety
to read as follows:
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“Termination Date: December 1, 2008, or
such later date as may be extended pursuant to Section 24
hereof.”
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1.3.
Section 8.3(a) shall be amended in its entirety to read as
follows:
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“(a) as of the end of each of its fiscal
quarters, Working Capital of not less than one hundred million
dollars ($100,000,000);”
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1.4.
Section 9.1(f) shall be amended in its entirety to read as
follows:
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“(i) any of the Borrower or its
Subsidiaries shall be in default (after any applicable period of
grace or cure period) under any agreement or agreements evidencing
a Capitalized Lease or Indebtedness in excess of $100,000 owing to
any Person or any affiliate thereof, or shall fail to pay such
amounts thereunder when due, or within any applicable period of
grace or (ii) any lender of
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