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EXHIBIT 10(t)
LAZARE KAPLAN INTERNATIONAL INC.
SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT
This Second Amendment to Revolving Credit
Agreement (herein, the "Amendment") is
entered into as of November 24, 2003,
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 ("Lami" and
together with ABN AMRO, the
"Banks").
PRELIMINARY STATEMENTS
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
May 28, 2003 (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, 2004 in
accordance with Section 24 and the Banks
are willing to do so under the terms and
conditions set forth in this Amendment.
NOW, THEREFORE, for good and valuable consideration, the receipt
and
sufficiency of which is hereby
acknowledged, the parties hereto agree as
follows:
SECTION 1. AMENDMENTS
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:
1.1. The definition of "Termination Date" in Section 1 of the
Credit Agreement shall be amended and restated in its entirety to
read
as follows:
Termination Date: December 1, 2005, or such later date as may
be extended pursuant to Section 24 hereof.
1.2. The definition of "Principal Office" of ABN AMRO in
Section 1 of the Credit Agreement shall be amended by revising
ABN AMRO's street address to read "565 Fifth Avenue, 25th Floor,
New
York, New York 10017."
1.3. The definition of "Principal Office" of Lazare Kaplan
International Inc. in Section 1 of the Credit Agreement shall
be
amended by revising Lazare Kaplan International Inc.`s street
address
to read "19 West 44th Street, New York, New York 10036."
1.4 Present Exhibit C to the Credit Agreement shall be deleted
and there shall be substituted in its place Exhibit C hereto.
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SECTION 2. Conditions Precedent.
The Effectiveness of this Amendment is subject to the
satisfaction of all of the conditions
precedent:
2.1. The Borrower, the Agent and the Banks shall have executed
and delivered this Amendment, and the Borrower shall have
executed
replacement Promissory Notes to the Banks.
2.2. The Agent shall have received copies (executed or
certified, as may be appropriate) of all legal documents or
proceedings taken in
connection with the execution and delivery of
this Amendment to the extent the Agent or its counsel may
reasonably
request.
2.3. Legal matters incident to the execution and delivery of
this Amendment shall be satisfactory to the Agent and its
counsel.
2.4. Lazare Kaplan Europe Inc., Lazare Kaplan Japan Inc. and
Lazare Kaplan Africa Inc. shall have executed and delivered to
the
Agent their consent to this Amendment in the form set forth
beow.
SECTION 3. Representations.
In order to induce the Banks to execute and deliver this
Amendment, the Borrower hereby represents
to the Banks that as of the date
hereof the representations and warranties
set forth in Section 6 of the Credit
Agreement are and shall be and remain true
and correct (except that the
representations contained in Section 6(d)
shall be deemed to refer to the most
recent financial statements of the Borrower
delivered to the Banks) and the
Borrower is in compliance with the terms
and conditions of the Credit Agreement
and no Default or Event of Default has
occurred and is continuing under the
Credit Agreement or shall result after
giving effect to this Amendment.
SECTION 4. Miscellaneous.
4.1. Except as specifically amended herein, the Credit
Agreement shall continue in full force and effect in accordance
with
its original terms. Reference to this specific Amendment need not
be
made in the Credit
Agreement, the Notes, or any other instrument or
document executed in connection therewith, or in any
certificate,
letter or communication issued or made persuant to or with respect
to
the Credit Agreement, any referenc in any of such items to the
Credit
Agerement being sufficient to refer to the Credit Agreement as
amended
hereby.
4.2. The Borrower agrees to pay on demand all costs and
expenses of or incurred by the Agent in connection with the
negotiation, preparation, execution and delivery of this
Amendment,
including the fees and expenses of counsel for the Agent.
4.3. This Amendment may be executed in any number of
counterparts, and by the different parties on different
counterpart
signature pages, all of which taken together shall constitute one
and
