THIRD AMENDMENT TO
AMENDED AND RESTATED CONSIGNMENT AGREEMENT
DATED JULY 26, 1994
THIS THIRD AMENDMENT is made as of the 26th day of December, 0000, xxxxxxx
XXXXX XXXXXX HOSPITAL TRUST NATIONAL BANK, a national banking association with
its principal office at Xxx Xxxxxxxx Xxxxx Xxxxx, Xxxxxxxxxx, Xxxxx Xxxxxx 00000
("Bank"), and PIERCING PAGODA, INC., a Delaware corporation with its address at
0000 Xxxxx Xxxxx, X.X. Xxx 00000, Xxxxxx Xxxxxx, Xxxxxxxxxxxx 00000-0000
("Buyer").
W I T N E S S E T H T H A T :
WHEREAS, Bank and Buyer are parties to a certain Amended and Restated
Consignment Agreement dated July 26, 1994 (hereinafter, as amended by a certain
First Amendment dated December 22, 1994 and Second Amendment dated as of
September 11, 1995 and as otherwise amended or modified from time to time,
called the "Consignment Agreement"), relating to the consignment by Bank to
Buyer of Precious Metal (as defined therein); and
WHEREAS, Bank and Buyer desire to further amend and modify the
Consignment Agreement in certain respects;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. The definition of "Consignment Limit" in Section 1 of the Consignment
Agreement is hereby amended in its entirety to read as follows:
" `Consignment Limit' shall mean Consigned Precious Metal with a Fair
Market Value (or unpaid Purchase Price in the case of Consigned Precious
Metal for which the Purchase Price has been agreed but payment has not
been received by Bank) equal to $25,000,000."
2. Buyer and Bank each agree that, except as expressly provided herein,
the terms and provisions of the Consignment Agreement remain unchanged and the
Consignment Agreement remains in full force and effect in accordance with its
terms. The term "Agreement" as used in the Consignment Agreement and all
references to the Consignment Agreement in any other documents or agreements
between any of the parties hereto which relate to Buyer shall refer, from and
after the date hereof, to the Consignment Agreement as amended and supplemented
by this Third Amendment.
3. Buyer hereby ratifies and reaffirms that (i) the representations and
warranties contained in the Consignment Agreement, as amended by the terms
hereof, are true and correct as of the date hereof, except that references to
financial statements shall refer to the latest financial statements furnished
pursuant to the Consignment Agreement and (ii) no Default or Event of Default
(as defined in the Consignment Agreement) exists as of the date hereof.
IN WITNESS WHEREOF, each of the parties hereto has caused this instrument to
be executed in several counterparts, each of which shall be deemed to be an
original as of the day and year first above written.
RHODE ISLAND HOSPITAL TRUST
NATIONAL BANK
By: /s/ Xxxxxxx X. Xxxxx
Title: First Vice President
PIERCING PAGODA, INC.
By: /s/ Xxxx X. Xxxxxxxxx
Title: President
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