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EXHIBIT 10.8
SEVENTH AMENDMENT TO AMENDED AND
RESTATED CONSIGNMENT AGREEMENT
DATED AS OF AUGUST 20, 1993
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THIS SEVENTH AMENDMENT is made as of the 20th day of October, 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 ("Consignor") and XXXXXXX XXXXXXX JEWELERS, INC., a
Delaware corporation with its principal office at 000 Xxxxx XxxXxxxxxx Xxxxxxx,
Xxxxx Xxxxxx, Xxx Xxxx 00000 ("Consignee").
W I T N E S S E T H T H A T:
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WHEREAS, Consignor and Consignee are parties to a certain Amended and
Restated Consignment Agreement dated as of August 20, 1993 (hereinafter, as
amended by a certain First Amendment dated as of September 24, 1993, a letter
agreement dated January 27, 1994, a certain Second Amendment dated as of May
16, 1994, a certain Third Amendment dated as of July 26, 1994, a certain
additional Third Amendment dated as of September 1, 1994, a certain Fourth
Amendment dated as of November 22, 1994, a certain Fifth Amendment dated as of
February 15, 1995 and a certain Sixth Amendment dated as of April 28, 1995,
called the "Consignment Agreement"), relating to the consignment by Consignor
to Consignee of Precious Metal (as defined therein); and
WHEREAS, Consignor and Consignee 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 "Security Agreement" in Section 1 of the
Consignment Agreement is hereby amended to read as follows:
"Security Agreement" shall mean that certain Amended and
Restated Agreement dated as of August 20, 1993, as amended, modified
or restated from time to time, among Consignor, individually and
as agent for itself, ABN AMRO Bank N.V., New York Branch ("ABN"),
Fleet Precious Metals Inc. ("FPM"), The Mocatta Group, a Division of
Standard Chartered Bank ("Mocatta"), Credit Suisse, New York Branch
("Credit Suisse"), Deutsche Bank AG, New York Branch
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(as assignee of Deutsche Bank Sharps Xxxxxx Inc.) ("DBSPI") and
Union Bank of Switzerland, New York Branch ("UBS").
2. Subsection 13(m) of the Consignment Agreement is hereby amended to
read as follows:
"(m) Occurrence of an event of default under any credit, loan or
consignment agreement to which Consignee is a party, as amended or
modified from time to time, including, without limitation, (i) that
certain Note Purchase Agreement dated as of December 1, 1987
between Consignee and Northwestern National Life Insurance
Company, Northern Life Insurance Company and The North Atlantic Life
Insurance Company of America (collectively, the 'First Insurance
Companies'), (ii) that certain Note Purchase Agreement dated May 1,
1992 between Consignee and Northern Life Insurance Company,
Royal Maccabees Life Insurance Company, The North Atlantic Life
Insurance Company of America, Farm Bureau Life Insurance Company of
Michigan, FB Annuity Company and Farm Bureau Mutual Insurance
Company of Michigan (collectively, the 'Second Insurance
Companies'), (iii) that certain Note Purchase Agreement dated as of
February 15, 1995 between Consignee and Northwestern National Life
Insurance Company and Northern Life Insurance Company (collectively,
the 'Third Insurance Companies'), (iv) those certain Consignment
Agreements or Amended and Restated Consignment Agreements
dated as of August 20, 1993 between Consignee and each of ABN,
Mocatta and FPM, respectively, (v) any promissory note (including,
without limitation, that certain promissory note of Consignee in
favor of Chemical Bank dated September 12, 1994) and/or agreements in
favor of Chemical Bank, (vi) that certain Consignment Agreement
dated as of January 31, 1994 between Consignee and Credit Suisse,
(vii) that certain Consignment Agreement dated as of September 1,
1994 between Consignee and DBSPI, and (viii) that certain Consignment
Agreement dated as of October 20, 1995 between Consignee and
UBS."
3. Schedule B attached to the Consignment Agreement is hereby deleted and
Schedule B attached hereto is hereby added and made a part of the Consignment
Agreement as Schedule B thereto.
4. Consignee and Consignor 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 by and between any of the parties
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hereto which relate to Consignee shall refer, from and after the date hereof,
to the Consignment Agreement as amended and supplemented by this Seventh
Agreement.
5. Consignee 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
Consignor
By: /s/ Xxxxxx Xxxxx
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Title: Sr. Vice President
XXXXXXX XXXXXXX JEWELERS, INC.
Consignee
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Title: Sr. Vice President
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