THIRD AMENDMENT TO AMENDED AND
RESTATED CONSIGNMENT AGREEMENT
DATED OCTOBER 27, 1989
THIS THIRD AMENDMENT is made as of the 3rd day of March, 1997, between
RHODE ISLAND HOSPITAL TRUST NATIONAL BANK, a national banking association with
its principal office at Xxx Xxxxxxxx Xxxxx Xxxxx, Xxxxxxxxxx, Xxxxx Xxxxxx 00000
("Bank"), and XXXXX XXXXX, INC., an Indiana corporation with its address at 0000
Xxxx 00xx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxx 00000 ("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 October 27, 1989 (hereinafter, as amended by a
certain Amendment dated June 21, 1991 and a Second Amendment dated as of
February 9, 1996, 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 definitions of "Consignment Limit" in Section 1 of the
Consignment Agreement is hereby amended to read as follows
"Consignment Limit' shall mean the least of (a) 21,500 xxxx
ounces of fine gold, (b) 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 $9,000,000 or (c) ninety-five percent (95%)
of Buyer's entire inventory of Precious Metal.".
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 Event of Default (as defined
in the Consignment Agreement) nor any event which with notice or the lapse of
time, or both, would constitute an Event of Default 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 Xxxxxx X. Xxxxx
Title Senior Vice President
XXXXX XXXXX, INC.
By Xxxxxxxx X. Xxxx
Title Vice President-Finance &
Chief Financial Officer
