1 EXHIBIT 10.10 REVOLVING CREDIT, TERM LOAN AND GOLD CONSIGNMENT AGREEMENT DATED as of May 3, 1996

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EXHIBIT 10.10

REVOLVING CREDIT, TERM LOAN AND
GOLD CONSIGNMENT AGREEMENT

DATED as of May 3, 1996

by and among

MARKS BROS. JEWELERS, INC.

The BANKS listed on Schedule 1 hereto, and

THE FIRST NATIONAL BANK OF BOSTON, and
RHODE ISLAND HOSPITAL TRUST NATIONAL BANK, as Agents for the
Banks

TABLE OF CONTENTS

1. DEFINITIONS AND RULES OF INTERPRETATION. .............................. 1
1.1. Definitions. ................................................... 1
1.2. Rules of Interpretation. ....................................... 22
2. THE DOLLAR FACILITY - REVOLVING CREDIT LOANS. ......................... 23
2.1. Commitment to Lend. ............................................ 23
2.2. Commitment Fee. ................................................ 23
2.3. Reduction of Total Revolver Commitment. ........................ 24
2.4. The Revolving Credit Notes. .................................... 24
2.5. Interest on Revolving Credit Loans.............................. 25
2.6. Requests for Revolving Credit Loans; Conversion Options. ....... 25
2.7. Funds for Revolving Credit Loans. .............................. 25
2.8. Maturity. ...................................................... 25
2.9. Optional Repayments of Revolving Credit Loans. ................. 25
3. THE DOLLAR FACILITY - THE TERM LOAN. .................................. 25
3.1. Commitment to Lend. ............................................ 25
3.2. The Term Notes. ................................................ 25
3.3. Schedule of Installment Payments of Principal of Term Loan. .... 26
3.4. Optional Prepayment of Term Loan. .............................. 26
3.5. Interest on Term Loan. ......................................... 26
3.6. Excess Cash Flow Prepayment. ................................... 27
4. THE DOLLAR FACILITY - LETTERS OF CREDIT. .............................. 27
4.1. Letter of Credit Commitments.................................... 27
4.1.1. Commitment to Issue Letters of Credit. ................ 27
4.1.2. Letter of Credit Applications. ........................ 28
4.1.3. Terms of Letters of Credit. ........................... 28
4.1.4. Reimbursement Obligations of Dollar Banks. ............ 28
4.1.5. Participations of Dollar Banks. ....................... 28
4.2. Reimbursement Obligation of the Borrower. ...................... 28
4.3. Letter of Credit Payments. ..................................... 29
4.4. Obligations Absolute. .......................................... 30
4.5. Reliance by Issuer. ............................................ 30
4.6. Letter of Credit Fee. .......................................... 31
5. THE GOLD FACILITY - PURCHASES AND CONSIGNMENTS . ...................... 31
5.1. Commitment To Make Purchases and Consignments; Title To
Consigned Precious Metal. ........................................... 31
5.2. Consignment Fees. .............................................. 33
5.3. Requests For Purchases and Consignments. ....................... 33
5.4. Payment on Account Of Repurchase or Redelivery of Consigned
Precious Metal. ..................................................... 34
5.5. Conversion Options. ............................................ 36
5.6. Funds for Purchases and Consignments ........................... 37

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5.7. Repurchase at Maturity. ....................................... 38
5.8. True Consignment. ............................................. 39
6. THE GOLD FACILITY - THE GOLD LOANS. .................................. 39
6.1. Commitment to Lend. ........................................... 39
6.2. The Gold Notes. ............................................... 40
6.3. Interest on Gold Loans. ....................................... 40
6.4. Requests for Gold Loans; Conversion Options. .................. 40
6.5. Funds for Gold Loans. ......................................... 40
6.6. Repayment of Gold Loans at Maturity. .......................... 40
6.7. Optional Repayments. .......................................... 41
7. CERTAIN COMMON PROVISIONS RELATING. .................................. 41
TO THE GOLD FACILITY. ................................................... 41
7.1. Commitment Fee. ............................................... 41
7.2. Reduction of Total Gold Commitment. ........................... 41
8. CERTAIN GENERAL PROVISIONS. .......................................... 41
8.1. Interest on Loans. ............................................ 41
8.2. Borrowing Base and Consignment Limitations. ................... 42
8.3. Requests for Loans. ........................................... 42
8.4. Conversion Options. ........................................... 44
8.4.1. Conversion to Different Type of Loan. ................. 44
8.4.2. Continuation of Type of Loan. ......................... 44
8.4.3. Eurodollar Rate Loans. ................................ 45
8.5. Funds for Loans. .............................................. 45
8.5.1. Funding Procedures. ................................... 45
8.5.2. Advances by Applicable Agent. ......................... 45
8.6. Settlements; Failure to Make Funds Available. ................. 46
8.7. Optional Repayments of Loans. ................................. 47
8.8. Repayments of Loans and Repurchases of Consigned Precious
Metals Prior to Event of Default. .................................. 48
8.9. Repayments of Loans and Repurchases of Consigned Precious
Metals and Distribution of Collateral Proceeds After Event of
Default. ........................................................... 50
8.10. Closing Fee. ................................................. 51
8.11. Agents' Fee. ................................................. 51
8.12. Funds for Payments. .......................................... 51
8.12.1. Payments to Agent. ................................... 51
8.12.2. No Offset, etc........................................ 51
8.13. Computations. ................................................ 52
8.14. Inability to Determine Eurodollar Rate or Consignment Fixed
Rate. ..............................................................
8.15. Illegality of Eurodollar Rate Loans or Consignment Fixed Rate
Amounts. ........................................................... 53
8.16. Additional Costs, etc. ....................................... 54
8.17. Capital Adequacy. ............................................ 55

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8.18. Certificate. ............................................. 56
8.19. Indemnity. ............................................... 56
8.20. Interest After Default. .................................. 56
8.21. Performance Adjustments. ................................. 57
9. COLLATERAL SECURITY. .............................................. 58
10. REPRESENTATIONS AND WARRANTIES . ................................. 58
1O.1. Corporate Authority. ..................................... 58
10.1.1. Incorporation; Good Standing. .................... 58
10.1.2. Authorization. ................................... 58
10.1.3. Enforceability. .................................. 59
10.2. Governmental Approvals. .................................. 59
10.3. Title to Properties; Leases. ............................. 59
10.4. Financial Statements and Projections. .................... 59
10.4.1. Financial Statements. ............................ 59
10.4.2. Projections. ..................................... 60
10.5. No Material Changes, etc. ................................ 60
10.6. Franchises, Patents, Copyrights, etc. .................... 60
10.7. Litigation. .............................................. 60
10.8. No Materially Adverse Contracts, etc. .................... 61
10.9. Compliance with Other Instruments, Laws, etc. ............ 61
10.10. Tax Status. .............................................. 61
10.11. No Event of Default. ..................................... 61
10.12. Holding Company and Investment Company Acts. ............. 61
10.13. Absence of Financing Statements, etc. .................... 62
10.14. Perfection of Security Interest. ......................... 62
10.15. Certain Transactions. .................................... 62
10.16. Employee Benefit Plans. .................................. 62
10.16.1. In General. ..................................... 62
10.16.2. Terminability of Welfare Plans. ................. 63
10.16.3. Guaranteed Pension Plans. ....................... 63
10.16.4 Multiemployer Plans. ............................ 63
10.17. Regulations U and X. ..................................... 63
10.18. Environmental Compliance. ................................ 64
10.19. Subsidiaries, etc. ....................................... 65
10.20. Bank Accounts. ........................................... 65
11. AFFIRMATIVE COVENANTS OF THE BORROWER. ........................... 66
11.1. Punctual Payment. ........................................ 66
11.2. Maintenance of Office. ................................... 66
11.3. Records and Accounts. .................................... 66
11.4. Financial Statements, Certificates and Information. ...... 66
11.5. Notices. ................................................. 69
11.5.1. Defaults. ........................................ 69
11.5.2. Environmental Events. ............................ 69
11.5.3. Notification of Claim against Collateral. ........ 69
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11.5.4. Notice of Litigation and Judgments. ............... 69
11.6. Corporate Existence; Maintenance of Properties. ........... 70
11.7. Insurance. ................................................ 70
11.8. Taxes. .................................................... 71
11.9. Inspection of Properties and Books, etc. .................. 71
11.9.1. General. .......................................... 71
11.9.2. Inventory Appraisals. ............................. 72
11.9.3. Appraisals. ....................................... 72
11.9.4. Communications with Accountants. .................. 72
11.10. Compliance with Laws, Contracts, Licenses, and Permits. .. 72
11.11. Employee Benefit Plans. .................................. 73
11.12. Use of Proceeds. ......................................... 73
11.13. Additional Mortgaged Property. ........................... 73
11.14. Bank Accounts. ........................................... 74
11.15. Inventory Restrictions. .................................. 75
11.16. Private Label Credit Card Program. ....................... 75
11.17. Further Assurances. ...................................... 75
12. CERTAIN NEGATIVE COVENANTS OF THE BORROWER. ....................... 75
12.1. Restrictions on Indebtedness. ............................. 75
12.2. Restrictions on Liens. .................................... 76
12.3. Restrictions on Investments. .............................. 77
12.4. Distributions. ............................................ 78
12.5. Merger, Consolidation and Disposition of Assets............ 78
12.5.1. Mergers and Acquisitions. ......................... 78
12.5.2. Disposition of Assets. ............................ 78
12.6. Sale and Leaseback. ....................................... 79
12.7. Compliance with Environmental Laws. ....................... 79
12.8. Indentures. ............................................... 79
12.9. Employee Benefit Plans. ................................... 80
12.10. Bank Accounts. ........................................... 80
12.11. Consignment Transactions. ................................ 81
12.12. Transactions with Affiliates. ............................ 81
12 13. Subsidiaries. ............................................ 81
13. FINANCIAL COVENANTS OF THE BORROWER. .............................. 81
13.1. Total Funded Debt to EBITDA. .............................. 81
13.2. Capital Expenditures. ..................................... 82
13.3. Consolidated Tangible Net Worth. .......................... 82
13.4. Fixed Charge Coverage Ratio. .............................. 82
13.5. Consolidated EBITDA. ...................................... 83
14. CLOSING CONDITIONS. ............................................... 83
14.1. Loan Documents, etc. ...................................... 83
14.2. Certified Copies of Charter Documents. .................... 83
14.3. Corporate, Action. ........................................ 83
14.4. Incumbency Certificate. ................................... 83

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14.5. Validity of Liens. ....................................... 84
14.6. Perfection Certificate and UCC Search Results............. 84
14.7. Certificates of Insurance. ............................... 84
14.8. FNBB Concentration Accounts; Agency Account Agreements. .. 84
14.9. Borrowing Base Report; Consigned Precious Metal Report;
Monthly Inventory Report. ...................................... 84
14.10. Accounts Payable Aging Report. .......................... 85
14.11. Opinion of Counsel. ..................................... 85
14.12. Payment of Fees. ........................................ 85
14.13. Payoff Letters. ......................................... 85
14.14. Terms of Consignment. ................................... 85
14.15. Consummation of Public Offering and Senior Subordinated
Note Issuance. ................................................. 85
14.16. Financial Statements. ................................... 86
14.17. Restructuring of ESOP. .................................. 86
15. CONDITIONS TO ALL BORROWINGS. ..................................... 86
15.1. Representations True; No Event of Default. ............... 86
15.2. No Legal Impediment. ..................................... 86
15.3. Governmental Regulation. ................................. 87
15.4. Proceedings and Documents. ............................... 87
15.5. Borrowing Base Report; Consigned Precious Metal Report. .. 87
16. EVENTS OF DEFAULT; ACCELERATION; ETC............................... 87
16.1. Events of Default and Acceleration. ...................... 87
16.2. Termination of Commitments. .............................. 91
16.3. Remedies.................................................. 91
17. SETOFF. ........................................................... 92
18. THE AGENT. ........................................................ 92
18.1. Authorization. ........................................... 92
18.2. Employees and Agents. .................................... 93
18.3. No Liability. ............................................ 93
18.4. No Representations. ...................................... 94
18.5. Payments. ................................................ 94
18.5.1. Payments to Agent. ............................... 94
18.5.2. Distribution by Agent. ........................... 94
18.5.3. Delinquent Banks.................................. 95
18.6. Holders of Notes. ........................................ 95
18.7. Indemnity. ............................................... 96
18.8. Agents as Banks........................................... 96
18.9. Resignation. ............................................. 96
18.10. Notification of Defaults and Events of Default. ......... 96
18.11. Duties in the Case of Enforcement. ...................... 97
19. EXPENSES. ......................................................... 97
20. INDEMNIFICATION. .................................................. 98
21. SURVIVAL OF COVENANTS, ETC. ....................................... 99

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22. ASSIGNMENT AND PARTICIPATION........................................ 99
22.1. Conditions to Assignment by Banks. ......................... 99
22.2. Certain Representations and Warranties; Limitations;
Covenants. ....................................................... 100
22.3. Register. .................................................. 101
22.4. New Notes. ................................................. 102
22.5. Participations. ............................................ 102
22.6. Disclosure. ................................................ 102
22.7. Assignee or Participant Affiliated with the Borrower. ...... 103
22.8. Miscellaneous Assignment Provisions. ....................... 103
22.9. Assignment by Borrower. .................................... 104
23. NOTICES, ETC. ...................................................... 104
24. GOVERNING LAW. ..................................................... 105
25. HEADINGS. .......................................................... 105
26. COUNTERPARTS. ...................................................... 105
27. ENTIRE AGREEMENT, ETC. ............................................. 105
28. WAIVER OF JURY TRIAL. .............................................. 106
29. CONSENTS, AMENDMENTS, WAIVERS, ETC. ................................ 106
30. SEVERABILITY. ...................................................... 107

REVOLVING CREDIT, TERM LOAN AND
GOLD CONSIGNMENT AGREEMENT

This REVOLVING CREDIT, TERM LOAN AND GOLD CONSIGNMENT AGREEMENT is made as
of May 3, 1996, by and among MARKS BROS. JEWELERS, INC. (the "Borrower"), a
Delaware corporation having its principal place of business at 000 Xxxxx Xxxxxx
Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxx 00000; THE FIRST NATIONAL BANK OF BOSTON, a
national banking association, RHODE ISLAND HOSPITAL TRUST NATIONAL BANK, a
national banking association and the other lending institutions listed on
Schedule 1; and THE FIRST NATIONAL BANK OF BOSTON and RHODE ISLAND HOSPITAL
TRUST NATIONAL BANK as agents for themselves and such other lending
institutions.

1. DEFINITIONS AND RULES OF INTERPRETATION.

1.1. DEFINITIONS. The following terms shall have the meanings set forth in
this Section 1 or elsewhere in the provisions of this Credit Agreement
referred to below:

Accounts Receivable. All rights of the Borrower to payment for goods sold,
leased or otherwise marketed in the ordinary course of business and all rights
of the Borrower to payment for services rendered in the ordinary course of
business and all sums of money or other proceeds due thereon pursuant to
transactions with account debtors, except for that portion of the sum of money
or other proceeds due thereon that relate to sales, use or property taxes in
conjunction with such transactions, recorded on books of account in accordance
with generally accepted accounting principles.

Affiliate. Any Person that would be considered to be an affiliate of the
Borrower under Rule 144(a) of the Rules and Regulations of the Securities and
Exchange Commission, as in effect on the date hereof, if the Borrower were
issuing securities.

Agency Account Agreement. Any Agency Account Agreement in the form of
Exhibit A attached hereto (or a form otherwise approved by the Dollar Agent in
its sole discretion) entered into by the Borrower, the Dollar Agent and a
depository institution satisfactory to the Agents.

Agents. For the Dollar Facility, FNBB; for the Gold Facility, RIHT.

Agents' Special Counsel. Xxxxxxx, Xxxx & Xxxxx LLP or such other counsel
as may be approved by the Agents.

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Applicable Agent. With respect to the Dollar Facility, the Revolving
Credit Loans, the Letters of Credit, the Term Loan or the Dollar Banks, the
Dollar Agent; with respect to the Gold Facility, the Purchases and
Consignments, the Gold Loans or the Gold Banks, the Gold Agent.

Applicable Banks. With respect to the Dollar Facility, the Revolving
Credit Loans, the Letters of Credit, the Term Loan or the Dollar Agent, the
Dollar Banks; with respect to the Gold Facility, the Purchases and
Consignments, the Gold Loans or the Gold Agent, the Gold Banks.

Approved Credit Programs. Any credit program entered into by the Borrower
with a bank or finance company in order to provide credit to the Borrower's
customers, which program is acceptable to and has been approved by each of the
Agents.

Assignment and Acceptance. See Section 22.1.

Balance Sheet Date. January 31, 1996.

Banks. Collectively, the Dollar Banks and the Gold Banks.

Base Rate. The higher of (i) the annual rate of interest announced from
time to time by FNBB at its head office in Boston, Massachusetts, as its "base
rate" and (ii) one-half of one percent (1/2%) above the Federal Funds Effective
Rate. For the purposes of this definition, "Federal Funds Effective Rate" shall
mean for any day, the rate per annum equal to the weighted average of the rates
on overnight federal funds transactions with members of the Federal Reserve
System arranged by federal funds brokers, as published for such day (or, if
such day is not a Business Day, for the next preceding Business Day) by the
Federal Reserve Bank of New York, or, if such rate is not so published for any
day that is a Business Day, the average of the quotations for such day on such
transactions received by FNBB from three funds brokers of recognized standing
selected by FNBB.

Base Rate Applicable Margin. At all times from the Closing Date through
the first Performance Adjustment Date, one half of one percent (1/2%), and
thereafter, the percentage determined by reference to the provisions of Section
8.21.

Base Rate Loans. Revolving Credit Loans, Gold Loans and all or any portion
of the Term Loan bearing interest calculated by reference to the Base Rate.

Borrower. As defined in the preamble hereto.

Borrower's Precious Metal. Precious Metal owned by the Borrower and which
qualifies as Eligible Inventory, excluding Consigned Precious Metal and
Precious

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Metal otherwise held by the Borrower on consignment other than pursuant to the
Gold Facility.

Borrowing Base. At the relevant time of reference thereto, an amount
determined by the Dollar Agent by reference to the most recent Borrowing Base
Report delivered to the Banks and the Agents pursuant to Section 11.4(f),
which is equal to (a) the Inventory Advance Rate Percentage of the result of
(i) the net book value (determined on an average cost basis at lower of cost
or market) of Eligible Inventory minus (ii) the Inventory Shrink Reserve plus
(b) 75% of Eligible Accounts Receivable.

Borrowing Base Report. A Borrowing Base Report signed by the Vice
President of Finance or principal financial or accounting officer of the
Borrower and in substantially the form of Exhibit B hereto.

Business Day. Any day, other than a Saturday or Sunday, on which banking
institutions in Boston, Massachusetts and Providence, Rhode Island, are open
for the transaction of banking business and, in the case of Eurodollar Rate
Loans, also a day which is a Eurodollar Business Day.

Capital Assets. Fixed assets, both tangible (such as land, buildings,
fixtures, machinery and equipment) and intangible (such as patents, copyrights,
trademarks, franchises and good will); provided that Capital Assets shall not
include any item customarily charged directly to expense or depreciated over a
useful life of twelve (12) months or less in accordance with generally accepted
accounting principles.

Capital Expenditures. Amounts paid or indebtedness incurred by the
Borrower or any of its Subsidiaries in connection with the purchase or lease by
the Borrower or any of its Subsidiaries of Capital Assets that would be
required to be capitalized and shown on the balance sheet of such Person in
accordance with generally accepted accounting principles.

Capitalized Leases. Leases under which the Borrower or any of its
Subsidiaries is the lessee or obligor, the discounted future rental payment
obligations under which are required to be capitalized on the balance sheet of
the lessee or obligor in accordance with generally accepted accounting
principles.

Cash Collateral Agreement. Any Cash Collateral Agreement to be entered
into between the Borrower and the Collateral Agent pursuant to Section 8.8(c)
hereof, such Cash Collateral Agreement to be in the form of Exhibit M attached
hereto.

CERCLA. See Section 10.18.

Closing Date. The first date on which the conditions set forth in Section
14 have been satisfied and any Revolving Credit Loans are to be made, the Term
Loan is to

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be made, any Gold Loans are to be made, any Purchases and Consignments are to
be made or any Letter of Credit is to be issued hereunder.

Code. The Internal Revenue Code of 1986.

Collateral. All of the property, rights and interests of the Borrower that
are or are intended to be subject to the security interests and mortgages
created by the Security Documents.

Collateral Agent. FNBB, in its capacity as collateral agent for the
benefit of Banks and the Agents under and with respect to the Security
Documents.

Commitment. With respect to each Dollar Bank, the amount set forth on Part
1 of Schedule 1 hereto as the amount of such Dollar Bank's commitment to make
Revolving Credit Loans to, and to participate in the issuance, extension and
renewal of Letters of Credit for the account of, the Borrower, as the same may
be reduced from time to time; or if such commitment is terminated pursuant to
the provisions hereof, zero.

Commitment Percentage. With respect to each Dollar Bank, the percentage
set forth on Part 1 of Schedule 1 hereto as such Dollar Bank's percentage of
the aggregate Commitments of all of the Dollar Banks.

Concentration Bank. FNBB, Citibank, N.A. or any other depository
institution which receives deposits directly, or indirectly (as a result of
interim concentration of depository accounts), from in aggregate eight or more
retail stores of the Borrower and its Subsidiaries.

Confirmation of Swap Agreement. The Confirmation of Swap Agreement dated
or to be dated on or prior to the Closing Date, between the Borrower and the
Gold Agent and in form and substance satisfactory to each of the Banks, the
Agents and the Borrower, pursuant to which the Borrower and the Gold Agent have
made certain arrangements in order to fix the price of Consigned Precious Metal
following an Event of Default.

Consigned Precious Metal. Precious Metal (a) located at Permitted
Inventory Locations, (b) subject to a Purchase and Consignment and consigned by
the Gold Banks to the Borrower pursuant to the terms of this Credit Agreement
and (c) for which the Gold Banks have not received payment or which has not
been Redelivered to the Gold Agent.

Consigned Precious Metal Report. A Consigned Precious Metal Report signed
by the Vice President of Finance or the principal financial or accounting
officer of the Borrower and in substantially the form of Exhibit C hereto.

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Consignment Advance Rate Percentage. Ninety percent (90%); provided,
however, that if the Agents and their examiners, in their sole discretion,
shall not have determined, prior to September 30, 1996, that the Borrower's
ability to track all Precious Metal inventory in fine xxxx ounces and grams is
in all respects satisfactory to the Agents, then from and after September 30,
1996, the Consignment Advance Rate Percentage shall be equal to eighty-five
percent (85%) until such time as the Agents and their examiners shall have been
able to make such determination with respect to the Borrower's Precious Metal
tracking systems and procedures.

Consignment Base Rate. A rate determined by RIHT from time to time in its
sole discretion plus the Eurodollar Applicable Margin, which rate may be changed
by RIHT following seven (7) days' prior written notice to the Borrower and the
other Gold Banks.

Consignment Base Rate Amounts. Consigned Precious Metal which is accruing
a Consignment Fee calculated by reference to the Consignment Base Rate.

Consignment Conversion Request. A notice given by the Borrower to the Gold
Agent of the Borrower's election to convert or continue Consigned Precious
Metals in accordance with Section 5.5.

Consignment Dollar Cap. As defined in the definition of Consignment
Limit.

Consignment Fees. Consignment fees on Consigned Precious Metal at the
rates set forth in Section 5.2.

Consignment Fixed Rate. With respect to any Interest Period, the amount
equal to (a) the greater of (i) the Eurodollar Rate for such Interest Period
minus the average of rates quoted to RIHT as the London Interbank Bullion Rates
as displayed on Xxxxxx'x gold loan screen or, if Xxxxxx'x gold loan screen is
not available, as set by RIHT, for Precious Metal forwards for such period (the
"Contango Rate"), and (ii) zero (0), plus (b) the Eurodollar Applicable Margin.

Consignment Fixed Rate Amounts. Consigned Precious Metal which is accruing
a Consignment Fee calculated by reference to the Consignment Fixed Rate.

Consignment Limit. Either (a) 39,000 xxxx ounces of Precious Metal (the
"Consignment Ounce Cap") or (b) Consigned Precious Metal having a Fair Market
Value equal to $16,000,000.00 minus the aggregate outstanding amount of Gold
Loans (after giving effect to all amounts requested) (the "Consignment Dollar
Cap").

Consignment Ounce Cap. As defined in the definition of Consignment Limit.

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Consolidated or consolidated. With reference to any term defined herein,
shall mean that term as applied to the accounts of the Borrower and its
Subsidiaries, consolidated in accordance with generally accepted accounting
principles.

Consolidated Adjusted EBITDA. With respect to the Borrower and its
Subsidiaries and any particular fiscal period, Consolidated EBITDA for such
period plus the amount of all extraordinary nonrecurring items of income during
such period.

Consolidated Cash Interest Expense. With respect to the Borrower and its
Subsidiaries and any particular fiscal period, the amount of Consolidated Total
Interest Expense which is paid or due to be paid in cash during such period.

Consolidated EBITDA. With respect to the Borrower and its Subsidiaries and
any particular fiscal period, the consolidated earnings (or loss) from
operations of the Borrower and its Subsidiaries for such period, after
eliminating therefrom all extraordinary nonrecurring items of income (including
gains on the sale of assets and earnings from the sale of discontinued business
lines), and after all expenses and other proper charges but before payment or
provision for (a) any income taxes, interest expenses or Consignment Fees for
such period, (b) depreciation for such period, (c) amortization for such
period, and (d) all other noncash charges for such period, all determined in
accordance with generally accepted accounting principles.

Consolidated Excess Cash Flow. With respect to the Borrower and its
Subsidiaries and any particular fiscal period, an amount equal to (a)
Consolidated Adjusted EBITDA for such period less (b) the sum of (i) all taxes
(including interest and penalties) paid or accrued during such period (without
duplication of any such amounts paid or accrued in prior periods), plus (ii) the
amount of Capital Expenditures made during such period to the extent permitted
by the table appearing in Section 13.2, plus (iii) any payments or prepayments
of the principal of any Indebtedness of the Borrower (other than Revolving
Credit Loans or payments of the Term Loan pursuant to Section 3.6) made during
such period, plus (iv) Consolidated Cash Interest Expense for such period, plus
(v) increases in Consolidated Working Capital during such period, plus (vi) the
difference (not to exceed $1,500,000 during any such period and in no case to
be less than $0) of (A) Capital Expenditures permitted to be made during such
period pursuant to Section 13.2 minus (B) the amount of Capital Expenditures
actually made during such period, plus (c) decreases in Consolidated Working
Capital during such period.

Consolidated Minimum Store Rent. With respect to any fiscal period, the
aggregate amount of obligations of the Borrower and its Subsidiaries during
such period to make direct or indirect payment, whether as rent or otherwise,
for fixed or minimum rentals in respect of any leased retail store locations,
calculated in a manner consistent with that reflected in the Borrower's audited
financial statements for the year ended on the Balance Sheet Date.

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Consolidated Tangible Net Worth. The difference of (a) Consolidated Total
Assets minus (b) Consolidated Total Liabilities, and less (c) the sum of:

(i) the total book value of all assets of the Borrower and its
Subsidiaries properly classified as intangible assets under generally accepted
accounting principles, including such items as good will, the purchase price of
acquired assets in excess of the fair market value thereof, trademarks, trade
names, service marks, brand names, copyrights, patents and licenses, and rights
with respect to the foregoing, but excluding, whether or not so classified as
intangible assets, up to $4,000,000 in the aggregate of unamortized transaction
costs incurred by the Borrower and its Subsidiaries in connection with this
Credit Agreement and the transactions contemplated hereby to the extent
included in Consolidated Total Assets; plus

(ii) all amounts representing any write-up in the book value of any
assets of the Borrower or its Subsidiaries resulting from a revaluation
thereof subsequent to the Balance Sheet Date; plus

(iii) to the extent otherwise includable in the computation of
Consolidated Tangible Net Worth, any subscriptions receivable.

Consolidated Total Assets. All assets of the Borrower and its Subsidiaries
determined on a consolidated basis in accordance with generally accepted
accounting principles.

Consolidated Total Funded Debt. With respect to any fiscal period, an
amount equal to the average aggregate principal amount outstanding during such
period in respect of all Indebtedness of the Borrower and its Subsidiaries
pursuant to any agreement or instrument to which the Borrower or any of its
Subsidiaries is a party relating to the borrowing of money or the obtaining of
credit (including, without limitation, Obligations under this Credit Agreement
and all Indebtedness in respect of the Senior Subordinated Notes) or in respect
of Capitalized Leases.

Consolidated Total Interest Expense. For any period, the aggregate amount
of interest required to be paid or accrued by the Borrower and its Subsidiaries
during such period on all Indebtedness of the Borrower and its Subsidiaries
outstanding during all or any part of such period, whether such interest was or
is required to be reflected as an item of expense or capitalized, including
payments consisting of interest in respect of Capitalized Leases and including
commitment fees, agency fees, facility fees, Consignment Fees, balance
deficiency fees and similar fees or expenses in connection with the borrowing
of money.

Consolidated Total Liabilities. All liabilities of the Borrower and its
Subsidiaries determined on a consolidated basis in accordance with generally

-8-

accepted accounting principles and all Indebtedness of the Borrower and its
Subsidiaries, whether or not so classified.

Consolidated Working Capital. As of any date, the difference of (a) the
sum of (i) both billed and unbilled Accounts Receivable, plus (ii) inventory of
the Borrower and its Subsidiaries (including Consigned Precious Metal);
provided, however, that for purposes of determining inventory of the Borrower
and its Subsidiaries at the end of any period (without limiting the calculation
of inventory of the Borrower and its Subsidiaries at the beginning of any
period), the amount of inventory of the Borrower and its Subsidiaries shall not
exceed an amount equal to 280/365 multiplied by the Borrower's cost of goods
sold for the fiscal year then ended calculated in accordance with generally
accepted accounting principles, plus (iii) layaway receivables of the Borrower
calculated in a manner consistent with the financial statements of the Borrower
as of the Balance Sheet Date minus (b) the sum of (i) current accounts payable
of the Borrower and its Subsidiaries, plus (ii) current accruals and accretions
(exclusive of interest accruals and accretions and income taxes currently
payable but inclusive of accrued payroll) of the Borrower and its Subsidiaries.

Contango Rate. As defined in the definition of Consignment Fixed Rate.

Conversion Request. A notice given by the Borrower to the Dollar Agent
with respect to Dollar Facility Loans and to the Gold Agent with respect to
Gold Loans, of the Borrower's election to convert or continue a Dollar Facility
Loan or, as the case may be, a Gold Loan, in each case in accordance with
Sections 2.6, 3.5, 6.4 and 8.4.

Credit Agreement. This Revolving Credit, Term Loan and Gold Consignment
Agreement, including the Schedules and Exhibits hereto.

Default. See Section 16.1.

Distribution. The declaration or payment of any dividend on or in respect
of any shares of any class of capital stock of the Borrower, other than
dividends payable solely in shares of common stock of the Borrower; the
purchase, redemption, or other retirement of any shares of any class of capital
stock of the Borrower, directly or indirectly through a Subsidiary of the
Borrower or otherwise; the return of capital by the Borrower to its
shareholders as such; or any other distribution on or in respect of any shares
of any class of capital stock of the Borrower.

Dollar Agent. FNBB, acting as agent for the Dollar Banks.

Dollar Agent's Head Office. The Dollar Agent's head office located at 000
Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, or at such other location as the
Dollar Agent may designate from time to time.

-0-

Xxxxxx Xxxxx. FNBB and the other lending institutions listed on Part
1 of Schedule 1 hereto and any other Person who becomes an assignee of any
rights and obligations of a Dollar Bank pursuant to Section 22.

Dollar Borrowing Base. At the relevant time of reference thereto, an
amount determined by the Dollar Agent by reference to the most recent Borrowing
Base Report delivered to the Banks and the Agents pursuant to Section 11.4(f),
which is equal to (a) 55% of the result of (i) the net book value (determined
on an average cost basis at lower of cost or market) of Eligible Inventory
minus (ii) an amount equal to 111% of the sum of (A) the Fair Market Value of
Consigned Precious Metal outstanding plus (B) the amount of Gold Loans
outstanding minus (iii) the Inventory Shrink Reserve plus (b) 75% of Eligible
Accounts Receivable minus (c) (i) from and after August 31, 1996 through
December 31, 1996, 50% of the amount of any Landlord Lien Reserve and (ii) at
all times after December 31, 1996, the amount of any Landlord Lien Reserve.

Dollar Facility. The Dollar Banks' commitments to make Dollar Facility
Loans and the Dollar Agent's agreement to issue, extend and renew Letters of
Credit.

Dollar Facility Loans. The Revolving Credit Loans and the Term Loan.

Dollars or $. Dollars in lawful currency of the United States of America.

Domestic Lending Office. Initially, the office of each Bank designated
as such in Schedule 1 hereto; thereafter, such other office of such Bank, if
any, located within the United States that will be making or maintaining Base
Rate Loans.

Drawdown Date. The date on which any Loan is made or is to be made, and the
date on which any Loan is converted or continued in accordance with Sections
2.6, 3.5, 6.4 or 8.4.

Eligible Assignee. Any of (i) a commercial bank or finance company
organized under the laws of the United States, or any State thereof or the
District of Columbia, and having total assets in excess of $1,000,000,000; (ii)
a savings and loan association or savings bank organized under the laws of the
United States, or any State thereof or the District of Columbia, and having a
net worth of at least $ 100,000,000, calculated in accordance with generally
accepted accounting principles; (iii) a commercial bank organized under the
laws of any other country which is a member of the Organization for Economic
Cooperation and Development (the "OECD"), or a political subdivision of any
such country, and having total assets in excess of $1,000,000,000, provided
that such bank is acting through a branch or agency located in the country in
which it is organized or another country which is also a member of the OECD;
(iv) the central bank of any country which is a member of the OECD; and (v) if,
but only if, any Event of Default has occurred and is continuing, any other
bank, insurance company, commercial finance company or

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other financial institution or other Person approved by the Agents, such
approval not to be unreasonably withheld.

Eligible Accounts Receivable. The aggregate of the unpaid portions of
Accounts Receivable (net of any credits, rebates, offsets, holdbacks or other
adjustments or commissions payable to third parties that are adjustments to
such Accounts Receivable) which are generated in connection with Approved
Credit Programs entered into by the Borrower (i) that the Borrower reasonably
and in good faith determines to be collectible; (ii) that are with account
debtors that (A) are not Affiliates of the Borrower, (B) are not insolvent or
involved in any case or proceeding, whether voluntary or involuntary, under any
bankruptcy, reorganization, arrangement, insolvency, adjustment of debt,
dissolution, liquidation or similar law of any jurisdiction and (C) are, in the
Agents' reasonable judgment, creditworthy; (iii) that are in payment of
obligations that have been fully performed and are not subject to dispute or
any other similar claims that would reduce the cash amount payable therefor;
(iv) that are not subject to any pledge, security interest or other lien or
encumbrance other than those created by the Loan Documents; (v) in which the
Collateral Agent has a valid and perfected first priority security interest;
(vi) that call for payment not faster than fourteen (14) days past the date
that the account debtor has received the application documents; (vii) that are
not outstanding for more than forty-five (45) days past the date of sale of the
underlying goods; (viii) that are not due from an account debtor located in
Indiana, Minnesota or New Jersey unless the Borrower (A) has received a
certificate of authority to do business and is in good standing in such state
or (B) has filed a notice of business activities report with the appropriate
office or agency of such state for the current year; (ix) that are payable in
Dollars; (x) that are not payable from an office outside of the United States;
and (xi) that are not secured by a letter of credit unless the Collateral Agent
has a prior, perfected security interest in such letter of credit.

Eligible Inventory. With respect to the Borrower, finished goods, Precious
Metal and precious stone (whether or not placed in findings) inventory owned by
the Borrower or consigned pursuant to this Credit Agreement, including
inventory on layaway for customers up to a maximum amount of layaway inventory
not in excess of ten percent (10%) of the total amount of the net book value
(determined on an average cost basis at lower of cost or market) of the
Borrower's inventory; provided that Eligible Inventory shall not include any
inventory (i) held on consignment (other than inventory consigned pursuant to
the Gold Facility), or not otherwise owned by the Borrower, or of a type no
longer sold by the Borrower, (ii) which is damaged or not immediately saleable
or subject to any legal encumbrance other than Permitted Liens, (iii) which is
not in the possession of the Borrower unless it is in transit from one
Permitted Inventory Location within the United States of America to another
Permitted Inventory Location within the United States of America, (iv) as to
which appropriate Uniform Commercial Code financing statements showing the
Borrower as debtor and the Collateral Agent as secured party have not been
filed in the proper

18
-11-

filing office or offices in order to perfect the Collateral Agent's security
interest therein, (v) which has been shipped to a customer of the Borrower
regardless of whether such shipment is on a consignment basis, (vi) which is
not either (A) located at a Permitted Inventory Location within the United
States of America or (B) in transit from one Permitted Inventory Location
within the United States of America to another Permitted Inventory Location
within the United States of America, or (vii) which the Agents reasonably deem
to be obsolete or not marketable.

Employee Benefit Plan. Any employee benefit plan within the meaning of
Section 3(3) of ERISA maintained or contributed to by the Borrower or any ERISA
Affiliate, other than a Multiemployer Plan.

Environmental Laws. See Section 10.18(a).

ERISA. The Employee Retirement Income Security Act of 1974.

ERISA Affiliate. Any Person which is treated as a single employer with the
Borrower under Section 414 of the Code.

ERISA Reportable Event. A reportable event with respect to a Guaranteed
Pension Plan within the meaning of Section 4043 of ERISA and the regulations
promulgated thereunder as to which the requirement of notice has not been
waived.

Eurocurrency Reserve Rate. For any day with respect to a Eurodollar Rate
Loan or Consignment Fixed Rate Amount, the maximum rate (expressed as a
decimal) at which any lender subject thereto would be required to maintain
reserves under Regulation D of the Board of Governors of the Federal Reserve
System (or any successor or similar regulations relating to such reserve
requirements) against "Eurocurrency Liabilities" (as that term is used in
Regulation D), if such liabilities were outstanding. The Eurocurrency Reserve
Rate shall be adjusted automatically on and as of the effective date of any
change in the Eurocurrency Reserve Rate.

Eurodollar Applicable Margin. At all times from the Closing Date through
the first Performance Adjustment Date, two and one half percent (2-1/2%), and
thereafter, the percentage determined by reference to the provisions of 8.21.

Eurodollar Business Day. Any day, other than a Saturday or Sunday, on
which commercial banks are open for international business (including dealings
in Dollar deposits) in London or such other Eurodollar interbank market as may
be selected (a) with respect to Dollar Facility Loans which are also Eurodollar
Rate Loans, by the Dollar Agent, in its sole discretion acting in good faith or
(b) with respect to Gold Loans which are also Eurodollar Rate Loans or with
respect to Consignment Fixed Rate Amounts, by the Gold Agent, in its sole
discretion acting in good faith.

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Eurodollar Lending Office. Initially, the office of each Bank designated
as such in Schedule 1 hereto; thereafter, such other office of such Bank, if
any, that shall be making or maintaining Eurodollar Rate Loans.

Eurodollar Rate. For any Interest Period with respect to a Eurodollar Rate
Loan or for purposes of determining the Consignment Fixed Rate, the rate of
interest equal to (a) the rate of interest for the Applicable Agent (rounded
upwards to the nearest 1/16 of one percent) of the rate at which such
Applicable Agent's Eurodollar Lending Office is offered Dollar deposits two
Eurodollar Business Days prior to the beginning of such Interest Period in the
interbank Eurodollar market where the Eurodollar and foreign currency and
exchange operations of such Eurodollar Lending Office are customarily
conducted, for delivery on the first day of such Interest Period for the number
of days impressed therein and in an amount comparable to the amount of the
Eurodollar Rate Loan or Consignment Fixed Rate Amount of the Applicable Agent
to which such Interest Period applies, divided by (b) a number equal to 1.00
minus the Eurocurrency Reserve Rate, if applicable.

Eurodollar Rate Loans. Revolving Credit Loans, Gold Loans and all or any
portion of the Term Loan bearing interest calculated by reference to the
Eurodollar Rate.

Event of Default. See Section 16.1.

Excess Cash Flow Prepayment. See Section 3.6.

Extension of Credit. The making of any Loan or Purchase and Consignment or
the issuance, extension or renewal of any Letter of Credit.

Fair Market Value. On any day, with respect to the calculation of the
Dollar value of Precious Metal, the Second London Gold Fixing for such day
times the number of ounces of Precious Metal for which such Dollar value is
being calculated If no such price is available for a particular day, the Fair
Market Value for such day shall be the price for the immediately preceding day
for which such price is available. In the event that the London Bullion Brokers
shall discontinue or alter its usual practice of quoting a price in Dollars for
gold, the Fair Market Value for such day shall be RIHT's Spot Value for that
day.

Fee Letter. See Section 8.10.

FNBB. The First National Bank of Boston, a national banking association,
in its individual capacity.

FNBB Concentration Accounts. See Section 11.14(a).

-13-

Generally accepted accounting principles. (i) When used in Section 13,
whether directly or indirectly through reference to a capitalized term used
therein, means (A) principles that are consistent with the principles
promulgated or adopted by the Financial Accounting Standards Board and its
predecessors, in effect for the fiscal year ended on the Balance Sheet Date,
and (B) to the extent consistent with such principles, the accounting practice
of the Borrower reflected in its financial statements for the year ended on the
Balance Sheet Date; provided, however, that if any change in such principles
promulgated by the Financial Accounting Standards Board and its predecessors
following the Balance Sheet Date would affect (or would result in a change in
the method of calculation of) any of the covenants set forth in Section 13 or
any definition related thereto, then the Borrower, the Agents and the Banks
will negotiate in good faith to amend all such covenants and definitions as
would be affected by such changes in such principles to the extent necessary to
maintain the economic terms of such covenants as in effect under this Credit
Agreement immediately prior to giving effect to such changes in such
principles, provided further that until the amendment of such covenants and
definitions shall have been agreed upon by the Borrower, the Agents and the
Majority Banks, the covenants and definitions in effect immediately prior to
such amendment shall remain in effect and any determination of compliance with
any covenant set forth in Section 13 shall be construed in accordance with
generally accepted accounting principles as in effect immediately prior to such
amendment and consistently applied, and (ii) when used in general, other than
as provided above, means principles that are (A) consistent with the principles
promulgated or adopted by the Financial Accounting Standards Board and its
predecessors, as in effect from time to time, and (B) consistently applied with
past financial statements of the Borrower adopting the same principles,
provided that in each case referred to in this definition of "generally
accepted accounting principles" a certified public accountant would, insofar as
the use of such accounting principles is pertinent, be in a position to deliver
an unqualified opinion (other than a qualification regarding changes in
generally accepted accounting principles) as to financial statements in which
such principles have been properly applied.

Gold Agent. RIHT, acting as agent for the Gold Banks.

Gold Agent's Head Office. The Gold Agent's head office located at Xxx
Xxxxxxxx Xxxxx Xxxxx, Xxxxxxxxxx, Xxxxx Xxxxxx 00000, or at such other location
as the Gold Agent may designate from time to time.

Gold Banks. RIHT and any other lending institution listed on Part 2 of
Schedule 1 hereto and any other Person who becomes an assignee of any rights
and obligations of a Gold Bank pursuant to Section 22.

Gold Commitment. With respect to each Gold Bank, either (a) the Dollar
amount set forth on Part 2 of Schedule 1 hereto as the amount of such Gold
Bank's commitment to make Purchases and Consignments of Precious Metal or Gold
Loans

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or (b) the number of xxxx ounces set forth on Part 2 of Schedule 1 hereto as
the number of xxxx ounces of such Gold Bank's commitment to make Purchases and
Consignments of Precious Metal, as the same may be reduced from time to time;
or, if such commitment is terminated pursuant to the provisions hereof, zero.

Gold Commitment Percentage. With respect to each Gold Bank, the percentage
set forth on Part 2 of Schedule 1 hereto as such Gold Bank's percentage of the
aggregate Gold Commitment of all of the Gold Banks.

Gold Drawdown Date. The date on which any Purchase and Consignment is made
or is to be made.

Gold Facility. The Gold Banks' respective Gold Commitments to make
Purchases and Consignments and Gold Loans.

Gold Loans. Revolving credit loans made or to be made by the Gold Banks to
the Borrower pursuant to Section 6.1.

Gold Note Record. A Record with respect to a Gold Note.

Gold Notes. See Section 6.2.

Guaranteed Pension Plan. Any employee pension benefit plan within the
meaning of Section 3(2) of ERISA maintained or contributed to by the Borrower
or any ERISA Affiliate the benefits of which are guaranteed on termination in
full or in part by the PBGC pursuant to Title IV of ERISA, other than a
Multiemployer Plan.

Hazardous Substances. See Section 10.18(b).

Headquarters Landlord Consent. The Landlord Consent and Waiver, dated or
to be dated on or prior to the Closing Date, given by the lessor with respect
to the Borrower's leased real property located in Chicago, Illinois at which
the Borrower maintains its headquarters and central warehouse, such
Headquarters Landlord Consent being in form and substance satisfactory to the
Banks, the Collateral Agent and the Agents.

Indebtedness. All obligations, contingent and otherwise, that in
accordance with generally accepted accounting principles should be classified
upon the Obligor's balance sheet as liabilities, or to which reference should
be made by footnotes thereto, including in any event and whether or not so
classified: (i) all debt and similar monetary obligations, whether direct or
indirect; (ii) all liabilities secured by any mortgage, pledge, security
interest, lien, charge or other encumbrance existing on property owned or
acquired subject thereto, whether or not the liability secured thereby shall
have been assumed; and (iii) all guarantees, endorsements and other contingent
obligations whether direct or indirect in respect of indebtedness of others,

-15-

including any obligation to supply funds to or in any manner to invest in,
directly or indirectly, the debtor, to purchase indebtedness, or to assure the
owner of indebtedness against loss, through an agreement to purchase goods,
supplies, or services for the purpose of enabling the debtor to make payment of
the indebtedness held by such owner or otherwise, and the obligations to
reimburse the issuer in respect of any letters of credit.

Indentures. The Indentures dated as of April 15, 1996 between the Borrower
and Norwest Bank Minnesota, National Association, as trustee.

Interest Payment Date. (i) As to any Base Rate Loan, the last day of any
calendar month; and (ii) as to any Eurodollar Rate Loan, the last day of the
applicable Interest Period.

Interest Period. With respect to each Dollar Facility Loan, Gold Loan or
Consignment Fixed Rate Amount, (a) initially, the period commencing on the
Drawdown Date of such Loan (or, as the case may be, the Gold Drawdown Date of
the Purchases and Consignments with respect to such Consignment Fixed Rate
Amounts) and ending on the last day of one of the periods set forth below, as
selected by the Borrower in a Loan Request (or, as the case may be, Purchase
and Consignment Request with respect to Consignment Fixed Rate Amounts) (i) for
any Base Rate Loan, the calendar month; and (ii) for any Eurodollar Rate Loan
or Consignment Fixed Rate Xxxxxx, 0, 2 or 3 months; and (b) thereafter, each
period commencing on the last day of the next preceding Interest Period
applicable to such Loan or Consignment Fixed Rate Amount and ending on the last
day of one of the periods set forth above, as selected by the Borrower in a
Conversion Request or Consignment Conversion Request; provided that all of the
foregoing provisions relating to Interest Periods are subject to the following:

(A) if any Interest Period with respect to a Eurodollar Rate Loan or
Consignment Fixed Rate Amount would otherwise end on a day that is not a
Eurodollar Business Day, that Interest Period shall be extended to the next
succeeding Eurodollar Business Day unless the result of such extension would be
to carry such Interest Period into another calendar month, in which event such
Interest Period shall end on the immediately preceding Eurodollar Business Day;

(B) if any Interest Period with respect to a Base Rate Loan would end on a
day that is not a Business Day, that Interest Period shall end on the next
succeeding Business Day;

(C) if the Borrower shall fail to give notice as provided in Sections 2.6,
3.5, 6.4 or 8.4, the Borrower shall be deemed to have requested a conversion
of the affected Eurodollar Rate Loan or Consignment Fixed Rate Amount to a Base

-16-

Rate Loan or Consignment Base Rate Amount, as applicable, on the last day of
the then current Interest Period with respect thereto;

(D) any Interest Period relating to any Eurodollar Rate Loan or
Consignment Fixed Rate Amount that begins on the last Eurodollar Business Day
of a calendar month (or on a day for which there is no numerically
corresponding day in the calendar month at the end of such Interest Period)
shall end on the last Eurodollar Business Day of a calendar month; and

(E) any Interest Period relating to any Eurodollar Rate Loan or
Consignment Fixed Rate Amount that would otherwise extend beyond the Maturity
Date shall end on the Maturity Date.

Inventory Advance Rate Percentage. (a) at all times through and including
December 31, 1996, 65%, and (b) at all times from and after January 1, 1997,
60%.

Inventory Shrink Reserve. As of any date, the product of (a) the amount of
Eligible Inventory as of such date times (b) 1.4%, as such amount may be
adjusted from time to time, on five (5) days' prior written notice given by the
Dollar Agent to the Borrower, as the Dollar Agent, in its reasonable discretion
consistent with its usual business practices and policies, shall determine.

Investments. All expenditures made and all liabilities incurred
(contingently or otherwise) for the acquisition of stock or Indebtedness of, or
for loans, advances, capital contributions or transfers of property to, or in
respect of any guaranties (or other commitments as described under
Indebtedness), or obligations of, any Person. In determining the aggregate
amount of Investments outstanding at any particular time: (i) the amount of any
Investment represented by a guaranty shall be taken at not less than the
principal amount of the obligations guaranteed and still outstanding; (ii)
there shall be included as an Investment all interest accrued with respect to
Indebtedness constituting an Investment unless and until such interest is paid;
(iii) there shall be deducted in respect of each such Investment any amount
received as a return of capital (but only by repurchase, redemption,
retirement, repayment, liquidating dividend or liquidating distribution); (iv)
there shall not be deducted in respect of any Investment any amounts received
as earnings on such Investment, whether as dividends, interest or otherwise,
except that accrued interest included as provided in the foregoing clause (ii)
may be deducted when paid; and (v) there shall not be deducted from the
aggregate amount of Investments any decrease in the value thereof.

Landlord Lien Reserve. The sum of (a) all rent past due on any Specified
Lease at the time of reference and (b) all rent which may become due under any
Specified Lease during the twelve month period commencing at the time of
reference, in each case, unless otherwise requested by the Agents, calculated
on February 1 and

-17-

August 1 of each calendar year by reference to the average monthly rent on such
Specified Lease during the immediately preceding calendar year.

Landlord Waiver. A waiver from the lessor or sublessor of property leased
by the Borrower as lessee in substantially the form of Exhibit D hereto.

Letter of Credit. See Section 4.1.1.

Letter of Credit Application. See Section 4.1.1.

Letter of Credit Participation. See Section 4.1.4.

Loan Documents. This Credit Agreement, the Notes, the Letter of Credit
Applications, the Letters of Credit, the Fee Letter and the Security Documents.

Loan Request. See Section 8.3(a).

Loans. The Revolving Credit Loans, the Term Loan and the Gold Loans.

Majority Banks. As of any date, the Banks (other than Delinquent Banks)
whose aggregate portions of the outstanding amount of the Term Loan and whose
aggregate Commitments or, as the case may be, Gold Commitments together
constitute at least fifty-one percent (51%) of the Total Commitment.

Maturity Date. April 30, 2001.

Maximum Drawing Amount. The maximum aggregate amount that the
beneficiaries may at any time draw under outstanding Letters of Credit, as such
aggregate amount may be reduced from time to time pursuant to the terms of the
Letters of Credit.

Monthly Inventory Report. A Monthly Inventory Report signed by the Vice
President of Finance or principal financial or accounting officer of the
Borrower and in substantially the form of Exhibit N hereto.

Multiemployer Plan. Any multiemployer plan within the meaning of Section
3(37) of ERISA maintained or contributed to by the Borrower or any ERISA
Affiliate.

Notes. The Term Notes, the Gold Notes and the Revolving Credit Notes.

Obligations. All indebtedness, obligations and liabilities of any of the
Borrower and its Subsidiaries to any of the Banks, the Agents and the
Collateral Agent, individually or collectively, existing on the date of this
Credit Agreement or arising thereafter, direct or indirect, joint or several,
absolute or contingent, matured or unmatured, liquidated or unliquidated,
secured or unsecured, arising by contract, operation of law or otherwise,
arising or incurred under this Credit Agreement or any

-18-

of the other Loan Documents or in respect of any of the Loans or Purchases and
Consignments made or Reimbursement Obligations incurred or any of the Notes,
Letter of Credit Application, Letter of Credit or other instruments at any time
evidencing any thereof.

Operating Accounts. See Section 8.3(b).

Outstanding. With respect to the Loans, the aggregate unpaid principal
thereof as of any date of determination; with respect to Purchases and
Consignments, the aggregate Fair Market Value or number of xxxx ounces of
Consigned Precious Metal which, as of any date of determination, has not been
paid for by the Borrower or Redelivered.

Outstanding Dollar Facility Amounts. The sum of (a) the outstanding amount
of the Revolving Credit Loans (after giving effect to all amounts requested)
plus (b) the Maximum Drawing Amount and all Unpaid Reimbursement Obligations.

Outstanding Facility Amounts. The sum of (a) the outstanding amount of the
Revolving Credit Loans (after giving effect to all amounts requested) plus (b)
the outstanding amount of the Gold Loans (after giving effect to all amounts
requested) plus (c) the Fair Market Value of Consigned Precious Metal (after
giving effect to all Purchases and Consignments requested) plus (d) the Maximum
Drawing Amount and all Unpaid Reimbursement Obligations.

PBGC. The Pension Benefit Guaranty Corporation created by Section 4002 of
ERISA and any successor entity or entities having similar responsibilities.

Perfection Certificate. The Perfection Certificate as defined in the
Security Agreement.

Performance Adjustment. See Section 8.21.

Performance Adjustment Date. See Section 8.21.

Permitted Inventory Locations. The retail stores and distribution centers
of the Borrower and its Subsidiaries located in the United States of America
and listed on Schedule 2 hereto, as such Schedule 2 may be supplemented from
time to time in accordance with the provisions of Section 11.4(i).

Permitted Liens. Liens, security interests and other encumbrances permitted
by Section 12.2.

Person. Any individual, corporation, partnership, trust, unincorporated
association, business, or other legal entity, and any government or any
governmental agency or political subdivision thereof.

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Precious Metal. Gold measured in xxxx ounces having a fineness of not less
than .9995, without regard to whether such gold is alloyed or unalloyed, in
bullion form or contained in or processed into other materials which contain
elements other than gold.

Purchase and Consignment. Purchases and consignments of the Borrower's
Precious Metal made or to be made by the Gold Banks pursuant to Section 5.1(a).

Purchase and Consignment Request. See Section 5.3.

Purchase Price. See Section 5.1 (b).

Real Estate. All real property at any time owned or leased (as lessee or
sublessee) by the Borrower or any of its Subsidiaries.

Record. The grid attached to a Note, or the continuation of such grid, or
any other similar record, including computer records, maintained by any Bank
with respect to any Loan referred to in such Note.

Redelivered or Redelivery. The delivery by the Borrower to the Gold
Agent's Head Office, at the Borrower's sole risk and expense, of Precious Metal
in bullion form of a type and quality which is acceptable to the Gold Agent.

Reimbursement Obligation. The Borrower's obligation to reimburse the
Dollar Agent and the Dollar Banks on account of any drawing under any Letter of
Credit as provided in Section 4.2.

Revolving Credit Loans. Revolving credit loans made or to be made by the
Dollar Banks to the Borrower pursuant to Section 2.

Revolving Credit Note Record. A Record with respect to a Revolving Credit
Note.

Revolving Credit Notes. See Section 2.4.

RIHT. Rhode Island Hospital Trust National Bank, a national banking
association, in its individual capacity.

Security Agreement. The Security Agreement, dated or to be dated on or
prior to the Closing Date, between the Borrower and the Collateral Agent and in
form and substance satisfactory to the Banks, the Collateral Agent and the
Agents.

Security Documents. The Security Agreement, the Landlord Lien Waivers, the
Headquarters Landlord Consent, the Trademark Assignment, the Trademark

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Security Agreement, the Cash Collateral Agreement, all Agency Account
Agreements, the Confirmation of Swap Agreement, and the Swap Agreement.

Senior Subordinated Notes. The Borrower's (a) 12.15% Series A Senior
Subordinated Notes due 2004 and (b) 15.00% Series B Senior Subordinated Notes
due 2004 (including any Series B Senior Subordinated Notes issued by the
Borrower as payment of interest thereon), each issued by the Borrower pursuant
to the Indentures, as in effect on the Closing Date and as amended in
accordance with the provisions of Section 12.8 hereof, or any replacement
thereof entered into by the Borrower in accordance with the provisions of
Section 12.8.

Settlement. The making of, or receiving of payments, in immediately
available funds, by the Dollar Banks or, as the case may be, the Gold Banks, to
the extent necessary to cause each Applicable Bank's actual share of the
outstanding amount of Revolving Credit Loans (after giving effect to any Loan
Request) or, as the case may be, of Gold Loans (after giving effect to any Loan
Request) to be equal to each Dollar Bank's Commitment Percentage of the
outstanding amount of such Revolving Credit Loans (after giving effect to any
Loan Request) or, as the case may be, each Gold Bank's Gold Commitment
Percentage of the outstanding amount of such Gold Loans (after giving effect to
any Loan Request), in any case where, prior to such event or action, the actual
share is not so equal.

Settlement Amount. See Section 8.6(a).

Settlement Date. (a) The Drawdown Date relating to any Loan Request, (b)
Friday of each week, or if Friday is not a Business Day, the Business Day
immediately following such Friday, (c) the Business Day immediately following
either Agent becoming aware of the existence of an Event of Default, (d) any
Business Day on which (i) the amount of Revolving Credit Loans outstanding from
FNBB plus FNBB's Commitment Percentage of the sum of the Maximum Drawing Amount
and any Unpaid Reimbursement Obligations is equal to or greater than FNBB's
Commitment Percentage of the Total Revolver Commitment, or, as the case may be,
(ii) the amount of Gold Loans outstanding from RIHT plus RIHT's Gold
Commitment Percentage of the Fair Market Value of Consigned Precious Metal
outstanding is equal to or greater than RIHT's Gold Commitment Percentage of
the Total Gold Commitment, (e) the Business Day immediately following any
Business Day on which the amount of Loans outstanding increases or decreases by
more than $5,000,000 as compared to the previous Settlement Date, (f) any day
on which any conversion of a Base Rate Loan to a Eurodollar Rate Loan occurs,
or (g) any Business Day on which (i) the amount of outstanding Revolving Credit
Loans or, as the case may be, Gold Loans decreases and (ii) the amount of the
Applicable Agent's Loans outstanding equals Zero Dollars ($0).

Settling Bank. See Section 8.6(a).

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Specified Lease. A lease by the Borrower as lessee of Real Estate at which
Eligible Inventory is held and as to which at any time either (a) the Borrower
and the Agents have not received a Landlord Waiver or (b) the Agents have not
received evidence, in form and substance satisfactory to the Agents, that,
based upon then existing law (as determined by the Agents in the exercise of
their reasonable discretion and on the advice of counsel), the landlord of such
property would not have a lien on inventory superior to the security interest
granted under the Security Agreement, securing rent obligations more than
thirty (30) days past due or securing future rent obligations accruing after
the Closing Date.

Spot Value: At any time, with respect to the calculation of the Dollar
value of Precious Metal, (a) in all cases in which the Borrower is purchasing
Precious Metal or in which the value of Consigned Precious Metal for purposes
of the Consignment Limit is being calculated, RIHT's "ask" spot quotation for
Precious Metal at such time times the number of ounces of such Precious Metal
and (b) in all cases in which Gold Banks are purchasing Precious Metal, RIHT's
"bid" spot quotation for Precious Metal at such time times the number of ounces
of such Precious Metal.

Store Accounts. Depository accounts in depository institutions for, or on
behalf of, the Borrower or any of its Subsidiaries and listed on Schedule 10.20
hereto (as such may be amended from time to time in accordance with Section
13.10 hereof).

Subsidiary. Any corporation, association, trust, or other business entity
of which the designated parent shall at any time own directly or indirectly
through a Subsidiary or Subsidiaries at least a majority (by number of votes)
of the outstanding Voting Stock.

Swap Agreement. The ISDA Master Agreement dated or to be dated on or prior
to the Closing Date, among the Borrower and the Agents and in form and
substance satisfactory to each of the Borrower, the Banks and the Agents.

Term Loan. The term loan made or to be made by the Dollar Banks to the
Borrower on the Closing Date in the aggregate principal amount of
$15,000,000.00 pursuant to Section 3.1.

Term Notes. See Section 3.2.

Term Note Record. A Record with respect to a Term Note.

Total Commitment. The sum of the Total Revolver Commitment, the Total Gold
Commitment and the outstanding principal amount of the Term Loan.

Total Gold Commitment. The sum of the Gold Commitments of the Gold Banks,
as in effect from time to time.

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Total Revolver Commitment. The sum of the Commitments of the Dollar Banks,
as in effect from time to time, such amount being equal to $29,000,000 as of
the Closing Date.

Trademark Assignment. The Trademark Assignment, dated or to be dated on or
prior to the Closing Date, made by the Borrower in favor of the Collateral
Agent and in form and substance satisfactory to the Banks, the Collateral Agent
and the Agents.

Trademark Security Agreement. The Trademark Collateral Security and Pledge
Agreement, dated or to be dated on or prior to the Closing Date, between the
Borrower and the Collateral Agent and in form and substance satisfactory to
the Banks, the Collateral Agent and the Agents.

Type. As to any Revolving Credit Loan, Gold Loan or all or any portion of
the Term Loan, its nature as a Base Rate Loan or a Eurodollar Rate Loan.

Uniform Customs. With respect to any Letter of Credit, the Uniform Customs
and Practice for Documentary Credits (1993 Revision), International Chamber of
Commerce Publication No. 500 or any successor version thereto adopted by the
Agent in the ordinary course of its business as a letter of credit issuer and
in effect at the time of issuance of such Letter of Credit.

Unpaid Reimbursement Obligation. Any Reimbursement Obligation for which
the Borrower does not reimburse the Dollar Agent and the Dollar Banks on the
date specified in, and in accordance with, Section 4.2.

Voting Stock. Stock or similar interests, of any class or classes (however
designated), the holders of which are at the time entitled, as such holders, to
vote for the election of a majority of the directors (or persons performing
similar functions) of the corporation, association, trust or other business
entity involved, whether or not the right so to vote exists by reason of the
happening of a contingency.

1.2. RULES OF INTERPRETATION.

(a) A reference to any document or agreement shall include such document
or agreement as amended, modified or supplemented from time to time in
accordance with its terms and the terms of this Credit Agreement.

(b) The singular includes the plural and the plural includes the
singular.

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(d) A reference to any Person includes its permitted successors and
permitted assigns.

(e) Accounting terms not otherwise defined herein have the meanings
assigned to them by generally accepted accounting principles applied on a
consistent basis by the accounting entity to which they refer.

(f) The words "include", "includes" and "including" are not limiting.

(g) All terms not specifically defined herein or by generally accepted
accounting principles, which terms are defined in the Uniform Commercial Code
as in effect in the Commonwealth of Massachusetts, have the meanings assigned
to them therein, with the term "instrument" being that defined under Article 9
of the Uniform Commercial Code.

(h) Reference to a particular "Section" refers to that section of this
Credit Agreement unless otherwise indicated.

(i) The words "herein", "hereof", "hereunder" and words of like import
shall refer to this Credit Agreement as a whole and not to any particular
section or subdivision of this Credit Agreement.

2. THE DOLLAR FACILITY - REVOLVING CREDIT LOANS.

2.1. COMMITMENT TO LEND. Subject to the terms and conditions set forth in
this Credit Agreement, each of the Dollar Banks severally agrees to lend to the
Borrower and the Borrower may borrow, repay, and reborrow from time to time
between the Closing Date and the Maturity Date upon notice by the Borrower to
the Dollar Agent given in accordance with Section 8.3, such sums as are
requested by the Borrower up to a maximum aggregate amount outstanding (after
giving effect to all amounts requested) at any one time equal to such Dollar
Bank's Commitment minus such Dollar Bank's Commitment Percentage of the sum of
the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, provided
that the sum of the outstanding amount of the Revolving Credit Loans (after
giving effect to all amounts requested) plus the Maximum Drawing Amount and
all Unpaid Reimbursement Obligations shall not at any time exceed the Total
Revolver Commitment. The Revolving Credit Loans shall be made pro rata in
accordance with each Dollar Bank's Commitment Percentage. Each request for a
Revolving Credit Loan hereunder shall constitute a representation and warranty
by the Borrower that the conditions set forth in Section 14 and Section 15, in
the case of the initial Revolving Credit Loans to be made on the Closing Date,
and Section 15, in the case of all other Revolving Credit Loans, have been
satisfied on the date of such request.

2.2. COMMITMENT FEE. The Borrower agrees to pay to the Dollar Agent for
the accounts of the Dollar Banks in accordance with their respective Commitment

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Percentages a commitment fee calculated at the rate of one half of one percent
(1/2%) per annum on the average daily amount during each calendar month or
portion thereof from the Closing Date to the Maturity Date by which the Total
Revolver Commitment minus the sum of the Maximum Drawing Amount and all Unpaid
Reimbursement Obligations exceeds the outstanding amount of Revolving Credit
Loans during such calendar month. The commitment fee shall be payable monthly
in arrears on the first day of each calendar month for the immediately
preceding calendar month commencing on the first such date following the date
hereof, with a final payment on the Maturity Date or any earlier date on which
the Commitments shall terminate.

2.3. REDUCTION OF TOTAL REVOLVER COMMITMENT. The Borrower shall have the
right at any time and from time to time upon five (5) Business Days prior
written notice to the Dollar Agent to reduce by $1,000,000.00 or an integral
multiple thereof or terminate entirely the Total Revolver Commitment, whereupon
the Commitments of the Dollar Banks shall be reduced pro rata in accordance with
their respective Commitment Percentages of the amount specified in such notice
or, as the case may be, terminated. Promptly after receiving any notice of the
Borrower delivered pursuant to this Section 2.3, the Dollar Agent will notify
the Dollar Banks of the substance thereof. Upon the effective date of any such
reduction or termination, the Borrower shall pay to the dollar agent for the
respective accounts of the Dollar Banks the full amount of any commitment fee
then accrued on the amount of the reduction. No reduction or termination of the
commitments may be reinstated.

2.4. THE REVOLVING CREDIT NOTES. The Revolving Credit Loans shall be
evidenced by separate promissory notes of the Borrower in substantially the
form of Exhibit E hereto (each a "Revolving Credit Note"), dated as of the
Closing Date and completed with appropriate insertions. One Revolving Credit
Note shall be payable to the order of each Dollar Bank in a principal amount
equal to such Dollar Bank's Commitment or, if less, the outstanding amount of
all Revolving Credit Loans made by such Dollar Bank, plus interest accrued
thereon, as set forth below. The Borrower irrevocably authorizes each Dollar
Bank to make or cause to be made, at or about the time of the Drawdown Date of
any Revolving Credit Loan or at the time of receipt of any payment of principal
on such Dollar Bank's Revolving Credit Note, an appropriate notation on such
Dollar Bank's Revolving Credit Note Record reflecting the making of such
Revolving Credit Loan or (as the case may be) the receipt of such payment. The
outstanding amount of the Revolving Credit Loans set forth on such Dollar
Bank's Revolving Credit Note Record shall be prima facie evidence of the
principal amount thereof owing and unpaid to such Dollar Bank, but the failure
to record, or any error in so recording, any such amount on such Dollar Bank's
Revolving Credit Note Record shall not limit or otherwise affect the
obligations of the Borrower hereunder or under any Revolving Credit Note to
make payments of principal of or interest on any Revolving Credit Note when
due.

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2.5. INTEREST ON REVOLVING CREDIT LOANS. Except as otherwise provided in
Section 8.20, the Revolving Credit Loans shall bear interest in accordance with
the provisions of Section 8.1 hereof.

2.6. REQUESTS FOR REVOLVING CREDIT LOANS: CONVERSION OPTIONS. The Borrower
shall request Revolving Credit Loans by providing to the Dollar Agent Loan
Requests for Revolving Credit Loans in accordance with the requirements of
Section 8.3(a) hereof. The Dollar Agent may, in its sole discretion and without
conferring with the Dollar Banks, make Revolving Credit Loans to the Borrower
in accordance with the provisions of Section 8.3(b) hereof. The Borrower shall
be permitted to convert Revolving Credit Loans to Revolving Credit Loans of
different Types in accordance with the provisions of Section 8.4 hereof, and
such provisions of Section 8.4 shall apply mutatis mutandis with respect to the
Revolving Credit Loans so that the Borrower will have the same interest rate
options with respect to the Revolving Credit Loans as it would be entitled to
with respect to the Gold Loans and the Term Loan.

2.7. FUNDS FOR REVOLVING CREDIT LOANS. The provisions of Section 8.5 and
Section 8.6 with respect to the funding procedures and Settlement procedures
for the Loans shall apply to the Revolving Credit Loans

2.8. MATURITY. The Borrower promises to pay on the Maturity Date, and
there shall become absolutely due and payable on the Maturity Date, all of the
Revolving Credit Loans outstanding on such date, together with any and all
accrued and unpaid interest thereon.

2.9. OPTIONAL REPAYMENTS OF REVOLVING CREDIT LOANS. The Borrower shall
have the right, at its election, to repay the outstanding Revolving Credit
Loans in accordance with the provisions of Section 8.7 hereof.

3. THE DOLLAR FACILITY - THE TERM LOAN.

3.1. COMMITMENT TO LEND. Subject to the terms and conditions set forth in
this Credit Agreement, each Dollar Bank agrees to lend to the Borrower on the
Closing Date the amount of its Commitment Percentage of the principal amount of
$15,000,000.00.

3.2. THE TERM NOTES. The Term Loan shall be evidenced by separate
promissory notes of the Borrower in substantially the form of Exhibit E hereto
(each a "Term Note"), dated the Closing Date and completed with appropriate
insertions. One Term Note shall be payable to the order of each Dollar Bank in
a principal amount equal to such Dollar Bank's Commitment Percentage of the
Term Loan and representing the obligation of the Borrower to pay to such Dollar
Bank such principal amount or, if less, the outstanding amount of such Dollar
Bank's Commitment Percentage of the Term Loan, plus interest accrued thereon,
as set forth below. The Borrower irrevocably authorizes each Dollar Bank to
make or cause to be made a

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notation on such Dollar Bank's Term Note Record reflecting the original
principal amount of such Dollar Bank's Commitment Percentage of the Term Loan
and, at or about the time of such Dollar Bank's receipt of any principal
payment on such Dollar Bank's Term Note, an appropriate notation on such Dollar
Bank's Term Note Record reflecting such payment. The aggregate unpaid amount
set forth on such Dollar Bank's Term Note Record shall be prima facie evidence
of the principal amount thereof owing and unpaid to such Dollar Bank, but the
failure to record, or any error in so recording, any such amount on such Dollar
Bank's Term Note Record shall not affect the obligations of the Borrower
hereunder or under any Term Note to make payments of principal of and interest
on any Term Note when due.

3.3. SCHEDULE OF INSTALLMENT PAYMENTS OF PRINCIPAL OF TERM LOAN. The
Borrower promises to pay to the Dollar Agent for the account of the Dollar
Banks the principal amount of the Term Loan in nineteen (19) consecutive
quarterly installment payments, payable on each fiscal quarter ending date and
each in the amount set forth in the table below opposite the period in such
table during which such fiscal quarter ending date occurs, with a final payment
on the Maturity Date in an amount equal to the unpaid balance of the Term Loan:

AMOUNT OF
PERIOD: QUARTERLY PAYMENT:
------ -----------------

July 31, 1996 - April 30, 1997 $250,000.00

July 31, 1997 - April 30, 1998 $500,000.00

July 31, 1998 - April 30, 1999 $750,000.00

July 31, 1999 - April 30, 2000 $1,000,000.00

July 31, 2000 - January 31, 2001 $1,250,000.00

3.4. OPTIONAL PREPAYMENT OF TERM LOAN. The Borrower shall have the right
at any time to prepay the Term Loan in accordance with the provisions of
Section 8.7. Any prepayment of principal of the Term Loan shall be applied
ratably against the remaining scheduled installments of principal due on the
Term Loan. No amount repaid with respect to the Term Loan may be reborrowed.

3.5. INTEREST ON TERM LOAN. Except as otherwise provided in Section 8.20,
the outstanding amount of the Term Loan shall bear interest in accordance with
the provisions of Section 8.1. The Borrower shall notify the Dollar Agent, such
notice to be irrevocable, at least two (2) Business Days prior to the Drawdown
Date of the Term Loan if all or any portion of the Term Loan is to bear
interest at the Eurodollar Rate. After the Term Loan has been made, the
provisions of Section 8.4 shall apply mutatis mutandis with respect to all or
any portion of the Term Loan so that the Borrower may have the same interest
rate options with respect to all or any portion of the Term

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Loan as it would be entitled to with respect to the Revolving Credit Loans and
the Gold Loans. No Interest Period relating to the Term Loan or any portion
thereof bearing interest at the Eurodollar Rate shall extend beyond the date on
which a regularly scheduled installment payment of the principal of the Term
Loan is to be made unless a portion of the Term Loan at least equal to such
installment payment has an Interest Period ending on such date or is then
bearing interest at the Base Rate.

3.6. EXCESS CASH FLOW PREPAYMENT. The Borrower shall pay to the Dollar
Agent, for the accounts of the Dollar Banks (each, an "Excess Cash Flow
Prepayment"), annually in arrears within ninety (90) days after the end of each
fiscal year of the Borrower (or, if earlier, upon delivery of the annual
financial statements pursuant to Section 11.4(a) hereof), an amount equal to
fifty percent (50%) of the Consolidated Excess Cash Flow, if any, for such
fiscal year. Each such Excess Cash Flow Prepayment shall be applied to the
scheduled installments of principal due on the Term Loan in the inverse order of
maturity.

4. THE DOLLAR FACILITY - LETTERS OF CREDIT.

4.1. LETTER OF CREDIT COMMITMENTS.

4.1.1. COMMITMENT TO ISSUE LETTERS OF CREDIT. Subject to the terms
and conditions hereof and the execution and delivery by the Borrower of a
letter of credit application on the Dollar Agent's customary form (a
"Letter of Credit Application"), the Dollar Agent on behalf of the Dollar
Banks and in reliance upon the agreement of the Dollar Banks set forth in
Section 4.1.4 and upon the representations and warranties of the Borrower
contained herein, agrees, in its individual capacity, to issue, extend and
renew for the account of the Borrower one or more standby or documentary
letters of credit (individually, a "Letter of Credit"), in such form as
may be requested from time to time by the Borrower and agreed to by the
Dollar Agent; provided, however, that, after giving effect to such
request, (a) the sum of the aggregate Maximum Drawing Amount and all
Unpaid Reimbursement Obligations shall not exceed $5,000,000.00 at any one
time and (b) the sum of (i) the Maximum Drawing Amount on all Letters of
Credit, (ii) all Unpaid Reimbursement Obligations, and (iii) the amount of
all Revolving Credit Loans outstanding shall not exceed the Total Revolver
Commitment. Notwithstanding the foregoing, the Dollar Agent shall have no
obligation to issue any Letter of Credit to support or secure any
Indebtedness of the Borrower or any of its Subsidiaries to the extent that
such Indebtedness was incurred prior to the proposed issuance date of such
Letter of Credit, unless in any such case the Borrower demonstrates to the
satisfaction of the Dollar Agent that (x) such prior incurred Indebtedness
were then fully secured by a prior perfected and unavoidable security
interest in collateral provided by the Borrower or such Subsidiary to the
proposed beneficiary of such Letter of Credit or (y) such prior incurred
Indebtedness

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were then secured or supported by a letter of credit issued for the
account of the Borrower or such Subsidiary and the reimbursement obligation
with respect to such letter of credit was fully secured by a prior
perfected and unavoidable security interest in collateral provided to the
issuer of such letter of credit by the Borrower or such Subsidiary.

4.1.2. LETTER OF CREDIT APPLICATIONS. Each Letter of Credit Application
shall be completed to the satisfaction of the Dollar Agent. In the event
that any provision of any Letter of Credit Application shall be
inconsistent with any provision of this Credit Agreement, then the
provisions of this Credit Agreement shall, to the extent of any such
inconsistency, govern.

4.1.3. TERMS OF LETTERS OF CREDIT. Each Letter of Credit issued,
extended or renewed hereunder shall, among other things, (a) provide for
the payment of sight drafts for honor thereunder when presented in
accordance with the terms thereof and when accompanied by the documents
described therein, and (b) have an expiry date (i) no later than the date
which is fourteen (14) days (or, if the Letter of Credit is confirmed by a
confirmer or otherwise provides for one or more nominated persons,
forty-five (45) days) prior to the Maturity Date, (ii) no more than one (1)
year from the issue date thereof with respect to standby Letters of Credit,
and (iii) no more than one hundred twenty (120) days from the issue date
thereof with respect to documentary Letters of Credit. Each Letter of
Credit so issued, extended or renewed shall be subject to the Uniform
Customs.

4.1.4. REIMBURSEMENT OBLIGATIONS OF DOLLAR BANKS. Each Dollar Bank
severally agrees that it shall be absolutely liable, without regard to the
occurrence of any Default or Event of Default or any other condition
precedent whatsoever, to the extent of such Dollar Bank's Commitment
Percentage, to reimburse the Dollar Agent on demand for the amount of each
draft paid by the Dollar Agent under each Letter of Credit to the extent
that such amount is not reimbursed by the Borrower pursuant to Section 4.2
(such agreement for a Dollar Bank being called herein the "Letter of Credit
Participation" of such Dollar Bank).

4.1.5. PARTICIPATIONS OF DOLLAR BANKS. Each such payment made by a
Dollar Bank shall be treated as the purchase by such Dollar Bank of a
participating interest in the Borrower's Reimbursement Obligation under
Section 4.2 in an amount equal to such payment. Each Dollar Bank shall
share in accordance with its participating interest in any interest which
accrues pursuant to Section 4.2.

4.2. REIMBURSEMENT OBLIGATION OF THE BORROWER. In order to induce the
Dollar Agent to issue, extend and renew each Letter of Credit and the Dollar
Banks

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to participate therein, the Borrower hereby agrees to reimburse or pay to the
Dollar Agent, for the account of the Dollar Agent or (as the case may be) the
Dollar Banks, with respect to each Letter of Credit issued, extended or renewed
by the Dollar Agent hereunder,

(a) except as otherwise expressly provided in Section 4.2(b) and (c),
on each date that any draft presented under such Letter of Credit is
honored by the Dollar Agent, or the Dollar Agent otherwise makes a payment
with respect thereto, (i) the amount paid by the Dollar Agent under or with
respect to such Letter of Credit, and (ii) the amount of any taxes, fees,
charges or other costs and expenses whatsoever incurred by the Dollar Agent
or any Dollar Bank in connection with any payment made by the Dollar Agent
or any Dollar Bank under, or with respect to, such Letter of Credit,

(b) upon the reduction (but not termination) of the Total Revolver
Commitment to an amount less than the Maximum Drawing Amount, an amount
equal to such difference, which amount shall be held by the Dollar Agent for
the benefit of the Dollar Banks and the Dollar Agent as cash collateral for
all Reimbursement Obligations, and

(c) upon the termination of the Total Revolver Commitment, or the
acceleration of the Reimbursement Obligations with respect to all Letters
of Credit in accordance with Section 16, an amount equal to the then
Maximum Drawing Amount on all Letters of Credit, which amount shall be held
by Dollar Agent as cash collateral for all Reimbursement Obligations.

Each such payment shall be made to the Dollar Agent at the Dollar Agent's Head
Office in immediately available funds. Interest on any and all amounts remaining
unpaid by the Borrower under this Section 4.2 at any time from the date such
amounts become due and payable (whether as stated in this Section 4.2, by
acceleration or otherwise) until payment in full (whether before or after
judgment) shall be payable to the Dollar Agent on demand at the rate specified
in Section 8.20 for overdue principal on the Revolving Credit Loans.

4.3. LETTER OF CREDIT PAYMENTS. If any draft shall be presented or other
demand for payment shall be made under any Letter of Credit, the Dollar Agent
shall notify the Borrower of the date and amount of the draft presented or
demand for payment and of the date and time when it expects to pay such draft or
honor such demand for payment. If the Borrower fails to reimburse the Dollar
Agent as provided in Section 4.2 on or before the date that such draft is paid
or other payment is made by the Dollar Agent, the Dollar Agent may at any time
thereafter notify the Dollar Banks of the amount of any such Unpaid
Reimbursement Obligation. No later than 3:00 p.m. (Boston time) on the Business
Day next following the receipt of such notice, each Dollar Bank shall make
available to the Dollar Agent, at its Head Office, in immediately available
funds, such Dollar Bank's Commitment Percentage of such

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Unpaid Reimbursement Obligation, together with an amount equal to the product
of (i) the average, computed for the period referred to in clause (iii) below,
of the weighted average interest rate paid by the Dollar Agent for federal
funds acquired by the Dollar Agent during each day included in such period,
times (ii) the amount equal to such Dollar Bank's Commitment Percentage of such
Unpaid Reimbursement Obligation, times (iii) a fraction, the numerator of which
is the number of days that elapse from and including the date the Dollar Agent
paid the draft presented for honor or otherwise made payment to the date on
which such Dollar Bank's Commitment Percentage of such Unpaid Reimbursement
obligation shall become immediately available to the Dollar Agent, and the
denominator of which is 360. The responsibility of the Dollar Agent to the
Borrower and the Dollar Banks shall be only to determine that the documents
(including each draft) delivered under each Letter of Credit in connection with
such presentment shall be in conformity in all material respects with such
Letter of Credit.

4.4. OBLIGATIONS ABSOLUTE. The Borrower's obligations under this Section 4
shall be absolute and unconditional under any and all circumstances and
irrespective of the occurrence of any Default or Event of Default or any
condition precedent whatsoever or any setoff, counterclaim or defense to
payment which the Borrower may have or have had against the Dollar Agent, any
Dollar Bank or any beneficiary of a Letter of Credit. The Borrower further
agrees with the Dollar Agent and the Dollar Banks that the Dollar Agent and the
Dollar Banks shall not be responsible for, and the Borrower's Reimbursement
Obligations under Section 4.2 shall not be affected by, among other things, the
validity or genuineness of documents or of any endorsements thereon, even if
such documents should in fact prove to be in any or all respects invalid,
fraudulent or forged, or any dispute between or among the Borrower, the
beneficiary of any Letter of Credit or any financing institution or other party
to which any Letter of Credit may be transferred or any claims or defenses
whatsoever of the Borrower against the beneficiary of any Letter of Credit or
any such transferee. The Dollar Agent and the Dollar Banks shall not be liable
for any error, omission, interruption or delay in transmission, dispatch or
delivery of any message or advice, however transmitted, in connection with any
Letter of Credit. The Borrower agrees that any action taken or omitted by the
Dollar Agent or any Dollar Bank under or in connection with each Letter of
Credit and the related drafts and documents, if done in good faith, shall be
binding upon the Borrower and shall not result in any liability on the part of
the Dollar Agent or any Dollar Bank to the Borrower.

4.5. RELIANCE BY ISSUER. To the extent not inconsistent with Section 4.4,
the Dollar Agent shall be entitled to rely, and shall be fully protected in
relying upon, any Letter of Credit, draft, writing, resolution, notice, consent,
certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype
message, statement, order or other document believed by it to be genuine and
correct and to have been signed, sent or made by the proper Person or Persons
and upon advice and statements of legal counsel, independent accountants and
other experts selected by the Dollar Agent.

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The Dollar Agent shall be fully justified in failing or refusing to take any
action under this Credit Agreement unless it shall first have received such
advice or concurrence of the Majority Banks as it reasonably deems appropriate
or it shall first be indemnified to its reasonable satisfaction by the Dollar
Banks against any and all liability and expense which may be incurred by it by
reason of taking or continuing to take any such action. The Dollar Agent shall
in all cases be fully protected in acting, or in refraining from acting, under
this Credit Agreement in accordance with a request of the Majority Banks, and
such request and any action taken or failure to act pursuant thereto shall be
binding upon the Dollar Banks and all future holders of the Revolving Credit
Notes or of a Letter of Credit Participation.

4.6. LETTER OF CREDIT FEE. The Borrower shall pay to the Dollar Agent for
the account of the Dollar Banks a fee (in each case, a "Letter of Credit Fee")
in respect of Letters of Credit equal to the average daily Maximum Drawing
Amount at a rate per annum equal to the Eurodollar Applicable Margin payable
monthly in arrears on the last day of each month and on the Maturity Date. The
Borrower shall also pay to the Dollar Agent, at such time or times as such
charges are customarily made by the Dollar Agent, the Dollar Agent's customary
issuance fees or amendment fees, as the case may be, and the Dollar Agent's
customary time negotiation fees per document examination or other
administrative fees.

5. THE GOLD FACILITY - PURCHASES AND CONSIGNMENTS .

5.1. COMMITMENT TO MAKE PURCHASES AND CONSIGNMENTS; TITLE TO CONSIGNED
PRECIOUS METAL.

(a) Subject to the terms and conditions set forth in this Credit
Agreement, each of the Gold Banks severally agrees, at the option of the
Borrower, to require that the Gold Agent, on behalf of each Gold Bank,
purchase from and consign to the Borrower (a "Purchase and Consignment")
from time to time between the Closing Date and the Maturity Date upon
notice by the Borrower to the Gold Agent given in accordance with Section
5.3, such amounts of the Borrower's Precious Metal as are requested by
the Borrower up to a maximum aggregate amount of Consigned Precious Metal
outstanding (after giving effect to all amounts requested) equal to such
Gold Bank's Gold Commitment minus such Gold Bank's Gold Commitment
Percentage of all outstanding Gold Loans; provided that the sum of the
outstanding amount of xxxx ounces or, as the case may be, Fair Market
Value of Consigned Precious Metal which the Borrower requests that the
Gold Banks purchase, when added to the amount of xxxx ounces or, as the
case may be, the Fair Market Value of Consigned Precious Metal
outstanding, shall not exceed the Consignment Ounce Cap, in the case of
amounts of xxxx ounces of Consigned Precious Metal, or the Consignment
Dollar Cap, in the case of the Fair Market Value of

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Consigned Precious Metal. Purchases and Consignments shall be made pro
rata in accordance with each Gold Bank's Gold Commitment Percentage.

(b) The purchase price (the "Purchase Price") paid by the Gold Agent,
on behalf of each Gold Bank, for Consigned Precious Metal in respect of
each Purchase and Consignment shall be the Fair Market Value of Precious
Metal two (2) Business Days prior to the Gold Drawdown Date of any
Purchase and Consignment. Each request for a Purchase and Consignment
hereunder shall constitute a representation and warranty by the Borrower
that the conditions set forth in Section 14 and Section 15, in the case of
the initial Purchase and Consignment to be made on the Closing Date, and
Section 15, in the case of all other Purchases and Consignments, have
been satisfied on the date of such request.

(c) Upon each Purchase and Consignment, the Gold Agent shall take
title to such Borrower's Precious Metal for the benefit of the Gold
Banks in accordance with each Gold Bank's pro rata share thereof.
Thereafter, title to such Precious Metal shall remain in the Gold Agent
for the benefit of the Gold Banks in accordance with each Gold Bank's pro
rata share thereof and shall not vest in the Borrower until the Gold Agent
has received payment for such Consigned Precious Metal in accordance with
the requirements of Section 5.4 or Section 5.7, as applicable. Following
each Purchase and Consignment, the Borrower shall bear the entire risk of
loss, theft, damage or destruction of the Consigned Precious Metal from
any cause whatsoever, whether or not insured, and the Borrower agrees to
hold the Consigned Precious Metal in trust for the Gold Banks, and to
indemnify and hold harmless the Gold Banks against any and all
liabilities, damages, losses, costs, expenses, suits, claims, demands or
judgments of any nature (including, without limitation, attorneys' fees
and expenses) arising from or connected with any loss, theft, damage or
destruction of the Consigned Precious Metal.

(d) The Borrower irrevocably authorizes the Gold Agent and each Gold
Bank, at or about the time of the Gold Drawdown Date of any Purchase and
Consignment or at the time of any payment or Redelivery with respect to
Consigned Precious Metal, to make an appropriate notation in the records
of the Gold Agent or such Gold Bank customarily maintained by the Gold
Agent or such Gold Bank reflecting the making of such Purchase and
Consignment or the receipt of such payment or Redelivery. The outstanding
amount of Consigned Precious Metal set forth in the records of the Gold
Agent or such Gold Bank customarily maintained by the Gold Agent or such
Gold Bank shall be prima facie evidence of the amount thereof owing and
unpaid or not Redelivered, but the failure to record or any error in so
recording any such amount in the records of the Gold Agent or such Gold
Bank shall not limit or otherwise affect the obligations of the Borrower
hereunder to make payments or Redeliveries in accordance with the terms
hereof.

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5.2. CONSIGNMENT FEES. Except as otherwise provided in Section 8.20, with
respect to Consigned Precious Metal, the Borrower agrees to pay to the Gold
Agent, for the accounts of the Gold Banks in accordance with their respective
Gold Commitment Percentages, a Consignment Fee equal to:

(a) for each day with respect to Consignment Base Rate Amounts, the
product of the Consignment Base Rate times a fraction, the numerator of
which is one (1) and the denominator of which is three hundred and sixty
(360) times the Fair Market Value of Consigned Precious Metal outstanding
on such day which are Consignment Base Rate Amounts.

(b) for each day during each Interest Period with respect to
Consignment Fixed Rate Amounts, the product of the Consignment Fixed Rate
applicable to such Interest Period times a fraction, the numerator of which
is one (1) and the denominator of which is three hundred and sixty (360)
times the Fair Market Value (as of such date) of Consigned Precious Metal
outstanding for such Interest Period which are Consignment Fixed Rate
Amounts.

The Consignment Fee with respect to Consignment Base Rate Amounts shall be
payable monthly in arrears on the first Business Day of each calendar month,
commencing on the first such date following the Closing Date, with a final
payment on the Maturity Date or any earlier date on which the Gold Commitments
shall terminate. The Consignments Fee with respect to Consignment Fixed Rate
Amounts shall be payable on the last day of each Interest Period applicable
thereto.

5.3. REQUESTS FOR PURCHASES AND CONSIGNMENTS. The Borrower shall give to
the Gold Agent written notice in the form of Exhibit G hereto (or telephonic
notice confirmed in a writing in the form of Exhibit G hereto) of each
Purchase and Consignment requested hereunder (a "Purchase and Consignment
Request") no later than 2:00 p.m. three (3) Business Days prior to the proposed
Gold Drawdown Date of any Consignment Base Rate Amount or Consignment Fixed
Rate Amount. Each such notice shall specify (a) the number of xxxx ounces of
Borrower's Precious Metal to be purchased and consigned, (b) the proposed Gold
Drawdown Date of such Purchase and Consignment, (c) whether such Purchase and
Consignment is to be a Consignment Fixed Rate Amount or a Consignment Base Rate
Amount, and (d) if such Purchase and Consignment is to be a Consignment Fixed
Rate Amount, the Interest Period applicable to such Purchase and Consignment
Promptly upon receipt of any such Purchase and Consignment Request, the Gold
Agent shall notify each of the Gold Banks thereof. Each Purchase and
Consignment Request shall be irrevocable and binding on the Borrower and shall
obligate the Borrower to sell and take on consignment such Borrower's Precious
Metal on the proposed Gold Drawdown Date. Each Purchase and Consignment Request
for Consignment Base Rate Amounts shall be in a minimum aggregate amount of 300
xxxx aliases or an

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integral multiple of one hundred (100) in excess thereof, and each Purchase and
Consignment Request for Consignment Fixed Rate Amounts shall be in a minimum
aggregate amount of one thousand (1.000) xxxx ounces or an integral multiple of
one hundred (100) in excess thereof.

5.4. PAYMENT ON ACCOUNT OF REPURCHASE OR REDELIVERY OF CONSIGNED PRECIOUS
METAL.

(a) Notwithstanding the provisions of Section 6.1(b), upon the
occurrence of an Event of Default (other than an Event of Default
described in Section 16.1(g) or (h)) and upon notice from the Gold
Agent to the Borrower, unless the Borrower shall, on the date of dispatch
of such notice, immediately Redeliver to the Gold Agent for the accounts
of the Gold Banks an amount of Borrower's Precious Metal (measured in xxxx
ounces) equal to all outstanding Consigned Precious Metal, the Borrower
shall be deemed to have purchased from the Gold Agent, on the date of
dispatch of such notice, all outstanding Consigned Precious Metal at the
then applicable Spot Value thereof, and the Gold Banks shall
simultaneously be deemed to have made Gold Loans to the Borrower in
amounts equal to the Spot Value of Consigned Precious Metal, such Gold
Loans to be made pro rata based upon the amount of each Gold Bank's share
of Consigned Precious Metal outstanding immediately prior to such
conversion.

(b) If, on any date, the Fair Market Value of Consigned Precious Metal
shall exceed the Consignment Dollar Cap, the Gold Agent shall calculate the
amount of Consigned Precious Metal (measured in xxxx ounces and calculated
by reference to the Fair Market Value thereof on the date of determination)
of such excess, the Borrower shall either (i) pay to the Gold Agent an
amount in Dollars equal to the Fair Market Value (on the Business Day
following the date of determination) of such excess plus seventy-five cents
($0.75) per xxxx ounce of such excess, and the Gold Agent shall be deemed
to have sold to the Borrower an amount of Consigned Precious Metal equal to
such excess, or (ii) Redeliver to the Gold Agent for the accounts of the
Gold Banks Consigned Precious Metal in quantities (measured in xxxx ounces)
equal to such excess. If, on any date of determination, the number of xxxx
ounces of Consigned Precious Metal shall exceed the Consignment Ounce Cap,
the Borrower shall either (i) repurchase from the Gold Agent such excess at
the Fair Market Value thereof on the Business Day following the date of
determination, plus seventy-five cents ($0.75) per xxxx ounce, or (ii)
Redeliver to the Gold Agent for the accounts of the Gold Banks Consigned
Precious Metal in quantities (measured in xxxx ounces) equal to such
excess. If, on any date of determination, the Fair Market Value of
Consigned Precious Metal exceeds the Consignment Advance Rate Percentage
multiplied by the Fair Market Value of the sum of (A) Consigned Precious
Metal plus (B)

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Borrower's Precious Metal, the Borrower shall pay to the Gold Agent an
amount in Dollars equal to the Fair Market Value (on the Business Day
following the date of determination) of such excess plus seventy-five cents
($0.75) per xxxx ounce of such excess, and the Gold Agent shall be deemed
to have sold to the Borrower an amount of Consigned Precious Metal equal to
such excess.

(c) In connection with any sale of Consigned Precious Metal by the
Borrower (other than as part of a Purchase and Consignment pursuant to the
terms hereof), the Borrower shall immediately either (i) pay to the Gold
Agent for the account of the Gold Banks an amount in Dollars equal to the
Fair Market Value (on the Business Day following the date of such sale) of
such Consigned Precious Metal plus seventy-five cents ($0.75) per xxxx
ounce of such sold Consigned Precious Metal, (ii) Redeliver to the Gold
Agent for the accounts of the Gold Banks an amount of Borrower's Precious
Metal (measured in xxxx ounces) equal to such sold Consigned Precious
Metal, or (iii) Redeliver to the Gold Agent, so long as no Event of
Default has occurred and is continuing, additional Precious Metal (which
Redelivery, if the Borrower shall not have purchased such sold Consigned
Precious Metal pursuant to clause (i) hereof or Redelivered Borrower's
Precious Metal pursuant to clause (ii) hereof, shall be automatic upon
such sale) which shall constitute Consigned Precious Metal in quantities
equal to any Consigned Precious Metal sold. At all times following the
occurrence and during the continuance of an Event of Default, upon any
sale by the Borrower of Precious Metal which prior to the Borrower's
purchase thereof pursuant to Section 5.4(a) constituted Consigned Precious
Metal, the Borrower shall hold the proceeds of such sale in trust for the
Gold Agent, on behalf of the Gold Banks, and shall immediately deliver to
the Gold Agent the proceeds of such sale to be applied to the Obligations
in accordance with Section 8.9 hereof. Prior to the occurrence of an Event
of Default and absent other instruction by the Borrower, the Gold Agent
shall apply Dollar amounts received to reduction of Consigned Precious
Metal, for application first to Consignment Base Rate Amounts and then to
Consignment Fixed Rate Amounts and for allocation among the Gold Banks in
accordance with their respective Gold Commitment Percentages of Consigned
Precious Metal.

(d) At any time before the Maturity Date, the Borrower may, at its
election, purchase any or all Consigned Precious Metal from the Gold Agent
in whole or in part, without penalty, provided that any full or partial
repurchase of the outstanding amount of Consignment Fixed Rate Amounts of
Consigned Precious Metal pursuant to this Section 5.4(d) may be made only
on the last day of the Interest Period relating thereto. The Borrower
shall give the Gold Agent, no later than 2:00 p.m., Boston time, three (3)
Business Days' prior written notice of any proposed repurchase of
Consigned Precious Metal

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specifying the amount of Consigned Precious Metal to be so repurchased
and the proposed date of repurchase, which notice shall be irrevocable and
binding on the Borrower and shall obligate the Borrower to repurchase such
Consigned Precious Metal on the proposed date of repurchase. Each such
repurchase of Consignment Base Rate Amounts shall be in a minimum amount
of three hundred (300) xxxx ounces or an integral multiple of one hundred
(100) in excess thereof, with accrued Consignment Fees on the Consignment
Base Rate Amounts so purchased being due on the earliest to occur of a
Default or Event of Default and the first day of the calendar month
following the calendar month in which such purchase is made, and each such
purchase of Consignment Fixed Rate Amounts shall be in a minimum amount of
one thousand (1,000) xxxx ounces or an integral multiple of one hundred
(100) xxxx ounces in excess thereof and shall be accompanied by a payment
of all accrued but unpaid Consignment Fees on the amount so purchased.
Each such repurchase shall be at a price equal to, at the Borrower's
option, (i) the sum of (A) the Fair Market Value of Precious Metal two
Business Days prior to the date of the Borrower's purchase of Consigned
Precious Metal, plus (B) seventy-five cents ($0.75) per xxxx ounce of
Precious Metal being repurchased, or (ii) the Spot Value on the date of
the Gold Agent's receipt of the written notice described above, and, prior
to the occurrence of an Event of Default, shall be applied to effect a
reduction of Consigned Precious Metal, for application first to
Consignment Base Rate Amounts and then to Consignment Fixed Rate Amounts
and for allocation among the Gold Banks in accordance with their
respective Gold Commitment Percentages of Consigned Precious Metal;
provided, however, that, in lieu of paying in Dollars the Fair Market
Value, or Spot Value, as the case may be, of such Consigned Precious
Metal, the Borrower may, at its option, Redeliver to the Consignor
Borrower's Precious Metal in an amount (measured in xxxx ounces) equal to
the amount of Consigned Precious Metal being purchased.

(e) All purchases of Consignment Fixed Rate Amounts prior to the end
of an Interest Period shall obligate the Borrower to pay any breakage costs
associated with such Consignment Fixed Rate Amounts in accordance with
Section 8.19 hereof.

5.5. CONVERSION OPTIONS.

(a) The Borrower may elect from time to time to have the Consignment
Fee applicable to portions of Consigned Precious Metal outstanding
calculated based upon either the Consignment Base Rate or Consignment
Fixed Rate, provided that (i) with respect to any such conversion of
Consigned Precious Metal, the Borrower shall give the Gold Agent, no later
than 2:00 p.m. (Boston time), at least three (3) Eurodollar Business Days'
prior written notice of such election; and (ii) with respect to

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any such conversion of a Consignment Fixed Rate Amount into a Consignment
Base Rate Amount or another Consignment Fixed Rate Amount, such
conversion shall only be made on the last day of the Interest Period with
respect thereto. All or any part of outstanding Consigned Precious Metal
may be converted into a Consignment Fixed Rate Amount or Consignment Base
Rate Amount as provided herein, provided that any partial conversion of
Consignment Base Rate Amounts shall be for Precious Metal in a minimum
amount at least equal to three hundred (300) xxxx ounces or an integral
multiple of one hundred (100) in excess thereof and any partial conversion
of Consignment Fixed Rate Amounts shall be for Precious Metal in an amount
equal to one thousand (1,000) xxxx ounces or an integral multiple of one
hundred (100) in excess thereof. Each conversion request relating to the
conversion of Consigned Precious Metal to a Consignment Fixed Rate Amount
shall be irrevocable by the Borrower.

(b) Prior to the occurrence of a Default or an Event of Default,
Consigned Precious Metal may be continued as Consignment Fixed Rate
Amounts upon the expiration of an Interest Period with respect thereto by
compliance by the Borrower with the notice provisions contained in Section
5.5(a).

(c) Any conversion to or from Consignment Fixed Rate Amounts shall be
in such amounts and be made pursuant to such elections so that, after
giving effect thereto, the aggregate principal amount of all Consignment
Fixed Rate Amounts having the same Interest Period shall not be less than
one thousand (1,000) xxxx ounces or a whole multiple of one hundred (100)
xxxx ounces in excess thereof.

5.6. FUNDS FOR PURCHASES AND CONSIGNMENTS.

(a) Not later than 11:00 a.m. (Boston time) on the proposed Gold
Drawdown Date of any Purchase and Consignment, each of the Gold Banks will
make available to the Gold Agent, at the Gold Agent's Head Office, in
immediately available funds, an amount in Dollars equal to such Gold
Bank's Gold Commitment Percentage of the Purchase Price for the Precious
Metal to be purchased and consigned pursuant to such Purchase and
Consignment. Upon receipt from each Gold Bank of such amount, and upon
receipt of the documents required by Sections 14 and 15 and the
satisfaction of the other conditions set forth therein, to the extent
applicable, the Gold Agent will make available to the Borrower the
Purchase Price for such Purchase and Consignment made available to the
Gold Agent by the Gold Banks and, at such time, the Gold Agent shall be
deemed to have taken title to such Borrower's Precious Metal. The failure
or refusal of any Gold Bank to make available to the Gold Agent at the
aforesaid time and place on any Gold Drawdown Date the amount of its Gold
Commitment Percentage of the

-00-

Xxxxxxxx Price for the requested Purchase and Consignment shall not
relieve any other Gold Bank from its several obligations hereunder to make
available to the Gold Agent the amount of such other Gold Bank's Gold
Commitment Percentage of the Purchase Price for any requested Purchase and
Consignment.

(b) The Gold Agent may, unless notified to the contrary by any Gold
Bank prior to a Gold Drawdown Date, assume that such Gold Bank has made
available to the Gold Agent on such Gold Drawdown Date the amount of such
Gold Bank's Gold Commitment Percentage of the Purchase Price for the
Purchase and Consignment to be made on such Gold Drawdown Date, and the
Gold Agent may (but it shall not be required to), in reliance upon such
assumption, make available to the Borrower a corresponding amount. If any
Gold Bank makes available to the Gold Agent such amount on a date after
such Gold Drawdown Date, such Gold Bank shall pay to the Gold Agent on
demand an amount equal to the product of (i) the average computed for the
period referred to in clause (iii) below, of the weighted average of (A)
for portions of the Purchase Price for Consignment Fixed Rate Amounts
which have not been made available, the Consignment Fee owed by the
Borrower with respect to each day included in such period minus the
Eurodollar Applicable Margin, and (B) for portions of the Purchase Price
for Consignment Base Rate Amounts which have not been made available, the
Eurodollar Rate for such Consignment Base Rate Amounts minus the Contango
Rate for such Consignment Base Rate Amounts one-half of one percent
(1/2%), times (ii) the amount of such Gold Bank's Gold Commitment
Percentage of the Purchase Price for such Purchase and Consignment, times
(iii) a fraction, the numerator of which is the number of days that elapse
from and including such Gold Drawdown Date to the date on which the amount
of such Gold Bank's Gold Commitment Percentage of the Purchase Price for
such Purchase and Consignment shall become immediately available to the
Gold Agent, and the denominator of which is 360. A statement of the Gold
Agent submitted to such Gold Bank with respect to any amounts owing under
this paragraph shall be prima facie evidence of the amount due and owing
to the Gold Agent by such Gold Bank. If the amount of such Gold Bank's
Commitment Percentage of the Purchase Price for such Purchase and
Consignment is not made available to the Gold Agent by such Gold Bank
within three (3) Business Days following such Gold Drawdown Date, the Gold
Agent shall be entitled to compel the Borrower to repurchase a portion of
such Purchase and Consignment equal to such Gold Bank's Commitment
Percentage on demand, with interest thereon at the rate per annum equal to
the Consignment Base Rate.

5.7. REPURCHASE AT MATURITY. The Borrower promises to (a) purchase from the
Gold Agent all Consigned Precious Metal on the Maturity Date, and there shall

46
]

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become absolutely due and payable on the Maturity Date an amount in Dollars
equal to the Spot Value as of the Maturity Date of the outstanding amount of
Consigned Precious Metal (measured in xxxx ounces), together with any and all
accrued and unpaid Consignment Fees and other amounts accrued thereon, or (b)
Redeliver to the Gold Agent, for the accounts of the Gold Banks, Precious Metal
in an amount (measured in xxxx ounces) equal to all Consigned Precious Metal
outstanding, together with payment of all other amounts owed under the Gold
Facility.

5.8. TRUE CONSIGNMENT. This Credit Agreement is intended to be a true
consignment agreement, where, following a Purchase and Consignment, the Gold
Agent takes title to the Consigned Precious Metal, for the benefit of the Gold
Banks, until sold by the Borrower. If, notwithstanding the foregoing sentence,
it is determined for any reason that the consignment created hereby is one
intended as security or that the consignment is a sale or return or other sale,
the Consigned Precious Metal shall constitute Collateral under the terms of the
Security Agreements and the terms of the Security Agreement shall govern the
Banks' security interest therein.

6. THE GOLD FACILITY - THE GOLD LOANS.

6.1. COMMITMENT TO LEND.

(a) Subject to the terms and conditions set forth in this Credit
Agreement, each of the Gold Banks severally agrees to lend to the Borrower and
the Borrower may borrow, repay, and reborrow from time to time between the
Closing Date and the Maturity Date upon notice given in accordance with Section
6.4, such sums as are requested by the Borrower up to a maximum aggregate amount
outstanding (after giving effect to all amounts requested) at any one time
equal to the Dollar amount of such Gold Bank's Gold Commitment minus such Gold
Bank's Gold Commitment Percentage of the Fair Market Value of Consigned
Precious Metal outstanding; provided that the aggregate amount of Gold Loans
which the Borrower requests, when added to the principal amount of Gold Loans
outstanding, shall not exceed the Dollar amount of the Total Gold Commitment
minus the Fair Market Value of Consigned Precious Metal. Gold Loans shall be
made pro rata in accordance with each Gold Bank's Gold Commitment Percentage.
Each request for a Gold Loan hereunder shall constitute a representation and
warranty by the Borrower that the conditions set forth in Section 14 and
Section 15, in the case of the initial Gold Loan, if any, to be made on the
Closing Date, and Section 15, in the case of all other Gold Loans, have been
satisfied on the date of such request.

(b) Notwithstanding anything herein contained to the contrary, the
Borrower shall not be entitled to borrow any Gold Loans on any date on which
the sum of the outstanding amount of Revolving Credit Loans plus the

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Maximum Drawing Amount and all Unpaid Reimbursement Obligations is less
than the Total Revolver Commitment.

6.2. THE GOLD NOTES. The Gold Loans shall be evidenced by separate
promissory notes of the Borrower in substantially the form of Exhibit H hereto
(each a "Gold Note"), dated as of the Closing Date and completed with
appropriate insertions. One Gold Note shall be payable to the order of each
Gold Bank in a principal amount equal to the Dollar amount of such Gold Bank's
Gold Commitment or, if less, the outstanding amount of all Gold Loans made by
such Gold Bank, plus interest accrued thereon, as set forth below. The
Borrower irrevocably authorizes each Gold Bank to make or cause to be made, at
or about the time of the Drawdown Date of any Gold Loans made by such Gold Bank
or at the time of receipt of any payment of principal on such Gold Bank's Gold
Note, an appropriate notation on such Gold Bank's Gold Note Record reflecting
the making of such Gold Loan or (as the case may be) the receipt of such
payment. The outstanding amount of the Gold Loans set forth on such Gold Bank's
Gold Note Record shall be prima facie evidence of the principal amount thereof
owing and unpaid to such Gold Bank, but the failure to record, or any error
in so recording, any such amount on such Gold Bank's Gold Note Record shall not
limit or otherwise affect the obligations of the Borrower hereunder or under
any Gold Note to make payments of principal of or interest on any Gold Note
when due.

6.3. INTEREST ON GOLD LOANS. Except as otherwise provided in Section 8.20,
the Gold Loans shall bear interest in accordance with the provisions of Section
8.1 hereof.

6.4. REQUESTS FOR GOLD LOANS: CONVERSION OPTIONS. The Borrower shall
request Gold Loans by providing to the Gold Agent Loan Requests for Gold Loans
in accordance with the requirements of Section 8.3(a) hereof. The Gold Agent
may, in its sole discretion and without conferring with the Gold Banks, make
Gold Loans to the Borrower in accordance with the provisions of Section 8.3(b)
hereof. The Borrower shall be permitted to convert Gold Loans to Gold Loans of
different Types in accordance with the provisions of Section 8.4 hereof, and
such provisions of Section 8.4 shall apply mutatis mutandis with respect to the
Gold Loans so that the Borrower may have the same interest rate options with
respect to the Gold Loans as it would be entitled to with respect to the
Revolving Credit Loans and the Term Loan.

6.5. FUNDS FOR GOLD LOANS. The provisions of Section 8.5 and Section 8.6
with respect to the funding procedures and Settlement procedures for the Loans
shall apply to the Gold Loans.

6.6. REPAYMENT OF GOLD LOANS AT MATURITY. The Borrower promises to pay on
the Maturity Date, and there shall become absolutely due and payable on the
Maturity Date, all of the Gold Loans outstanding on such date, together with
any and all accrued and unpaid interest thereon.

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6.7. OPTIONAL REPAYMENTS. The Borrower shall have the right, at its
election, to repay Gold Loans in accordance with the provisions of Section 8.7
hereof.

7. CERTAIN COMMON PROVISIONS RELATING
TO THE GOLD FACILITY.

7.1. COMMITMENT FEE. The Borrower agrees to pay to the Gold Agent, for the
accounts of the Gold Banks in accordance with their receptive Gold Commitment
Percentages, a commitment fee calculated at the rate of one-half of one percent
(1/2%) per annum on the average daily amount during each calendar month or
portion thereof from the Closing Date to the Maturity Date by which the Dollar
amount of the Total Gold Commitment exceeds the sum of the Fair Market Value of
Consigned Precious Metal plus the aggregate outstanding amount of Gold Loans
during such calendar month. The commitment fee shall be payable monthly in
arrears on the first day of each calendar month for the immediately preceding
calendar month opening on the first such date following the date hereof, with a
final payment on the Maturity Date or any earlier date on which the Gold
Commitments shall terminate.

7.2. REDUCTION OF TOTAL GOLD COMMITMENT. The Borrower shall have the right
at any time and from time to time upon five (5) Business Days' prior written
notice to the Gold Agent to reduce by $1,000,000.00 or an integral multiple
thereof or terminate entirely the Total Gold Commitment, whereupon the Gold
Commitments of the Gold Banks shall be reduced pro rata in accordance with
their respective Gold Commitment Percentages of the amount specified in such
notice or, as the ease may be, terminated. Promptly after receiving any notice
of the Borrower delivered pursuant to this Section 7.2, the Gold Agent will
notify the Gold Banks of the substance thereof. Upon the effective date of any
such reduction or termination, the Borrower shall, at its option, (a) purchase
from the Gold Agent all Consigned Precious Metal outstanding in excess of such
reduced Total Gold Commitment by paying to the Gold Agent, for the respective
accounts of the Gold Banks, an amount equal to the Fair Market Value as of such
date of the amount of such excess Consigned Precious Metal plus seventy-five
cents ($0.75) per xxxx ounce of such excess Consigned Precious Metal, together
with the full amount of any Consignment Fee and commitment fee then accrued on
the amount of the reduction, or (b) Redeliver to the Gold Agent, for the
respective accounts of the Gold Banks, Borrower's Precious Metal in an amount
(measured in xxxx ounces) equal to all Consigned Precious Metal outstanding in
excess of such reduced Total Gold Commitment, together with the full amount of
any Consignment Fee and commitment fee then accrued on the amount of the
reduction. No reduction or termination of the Gold Commitments may be
reinstated.

8. CERTAIN GENERAL PROVISIONS.

8.1. INTEREST ON LOANS. Except as otherwise provided in Section 8.20,

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(a) Each Base Rate Loan shall bear interest for the period commencing with
the Drawdown Date thereof and ending on the last day of the Interest Period
with respect thereto at a rate per annum equal to the sum of (i) the Base Rate
plus (ii) the Base Rate Applicable Margin.

(b) Each Eurodollar Rate Loan shall bear interest for the period
commencing with the Drawdown Date thereof and ending on the last day of the
Interest Period with respect thereto at a rate per annum equal to the sum of
(i) the Eurodollar Rate plus (ii) the Eurodollar Applicable Margin.

8.2. BORROWING BASE AND CONSIGNMENT LIMITATIONS.

(a) The Banks shall have no obligation to make any Extension of Credit if,
at any time the Outstanding Dollar Facility Amounts, after giving effect to
such Extension of Credit, would exceed the Dollar Borrowing Base. The Dollar
Borrowing Base shall be determined by the Agents by reference to the most
recent Borrowing Base Report delivered on a timely basis to the Agents in
accordance with Section 11.4(f).

(b) The Banks shall have no obligation to make any Extension of Credit if,
at any time the Outstanding Facility Amounts, after giving effect to such
Extension of Credit, would exceed the Borrowing Base. The Borrowing Base shall
be determined by the Agents by reference to the most recent Borrowing Base
Report delivered on a timely basis to the Agents in accordance with Section
11.4(f).

(c) None of the Gold Banks shall have any obligation to make any Purchase
and Consignments or Gold Loans if, at any time, the Fair Market Value of
Consigned Precious Metal (after giving effect to all amounts requested) the
outstanding principal amount of Gold Loans (after giving effect to all amounts
requested) exceeds the Consignment Advance Rate Percentage multiplied by the
Fair Market Value of the sum of (i) Consigned Precious Metal plus (ii)
Borrower's Precious Metal. The amounts of Consigned Precious Metal and of
Borrower's Precious Metal shall be determined by the Agents by reference to the
most recent Consigned Precious Metal Report delivered on a timely basis to the
Agents in accordance with Section 11.4(f).

8.3. REQUESTS FOR LOANS.

(a) The Borrower shall give to the Applicable Agent written notice in the
form of Exhibit I hereto (or telephonic notice confirmed in a writing in the

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form of Exhibit I hereto) of each Loan requested hereunder (a "Loan Request")
no less than (i) one (1) Business Days prior to the proposed Drawdown Date of
any Base Rate Loan and (ii) two (2) Eurodollar Business Days prior to the
proposed Drawdown Date of any Eurodollar Rate Loan. Each such notice shall
specify (A) the principal amount of the Loan requested, (B) the proposed
Drawdown Date of such Loan, (C) the Interest Period for such Loan, (D) the
nature of such Loan as a Dollar Facility Loan or a Gold Loan, and (E) the Type
of such Loan. Promptly upon receipt of any such notice, the Applicable Agent
shall notify each of the Applicable Banks thereof. Each Loan Request shall be
irrevocable and binding on the Borrower and shall obligate the Borrower to
accept the Loan requested from the Applicable Banks on the proposed Drawdown
Date. Each Loan Request for a Base Rate Loan shall be in a minimum aggregate
amount of $500,000.00 or an integral multiple thereof, and each Loan Request
for a Eurodollar Rate Loan shall be in a minimum aggregate amount of
$1,000,000.00 or an integral multiple of $500,000.00 in excess thereof.

(b) Notwithstanding the notice and minimum amount requirements set forth
in Section 8.3(a) but otherwise in accordance with the terms and conditions of
this Credit Agreement, the Applicable Agent may, in its sole discretion and
without conferring with the Applicable Banks, make Revolving Credit Loans or,
as the case may be, Gold Loans, to the Borrower (i) by entry of credits to the
Borrower's operating account(s) (No(s). 00000000) (the "Operating Accounts")
with the Dollar Agent to cover checks or other charges which the Borrower has
drawn or made against such account or (ii) in an amount as otherwise requested
by the Borrower. The Borrower hereby requests and authorizes the Applicable
Agent to make from time to time such Revolving Credit Loans or, as the case may
be, Gold Loans by means of appropriate entries of such credits sufficient to
cover checks and other charges then presented. The Borrower acknowledges and
agrees that the making of such Loans shall, in each case, be subject in all
respects to the provisions of this Credit Agreement as if they were Loans
covered by a Loan Request including, without limitation, the limitations set
forth in Sections 2.1 and 6.1 and the requirements that the applicable
provisions of Sections 14 (in the case of Loans made on the Closing Date) and
Section 15 be satisfied. All actions taken by either Agent pursuant to the
provisions of this Section 8.3(b) shall be conclusive and binding on the
Borrower absent such Agent's gross negligence or willful misconduct. Loans
made pursuant to this Section 8.3(b) shall be Base Rate Loans until converted
in accordance with the provisions of the Credit Agreement and, prior to a
Settlement, such interest shall be for the account of the Applicable Agent.

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8.4. CONVERSION OPTIONS.

8.4.1. CONVERSION TO DIFFERENT TYPE OF LOAN. The Borrower may elect from
time to time to convert any outstanding Loan to a Loan of another Type,
provided that (a) with respect to any such conversion of a Loan to a Base Rate
Loan, the Borrower shall give the Applicable Agent at least one (1) Business
Days prior written notice of such election; (b) with respect to any such
conversion of a Base Rate Loan to a Eurodollar Rate Loan, the Borrower shall
give the Applicable Agent at least two (2) Eurodollar Business Days prior
written notice of such election; (c) with respect to any such conversion of a
Eurodollar Rate Loan into a Base Rate Loan, such conversion shall only be made
on the last day of the Interest Period with respect thereto, and (d) no Loan
may be converted into a Eurodollar Rate Loan when any Default or Event of
Default has occurred and is continuing. On the date on which such conversion is
being made each Applicable Bank shall take such action, if any, as is necessary
to transfer its Commitment Percentage or Gold Commitment Percentage, as the
case may be, of such Loans to its Domestic Lending Office or its Eurodollar
Lending Office, as the case may be. All or any part of outstanding Loans of any
Type may be converted into a Loan of another Type as provided herein, provided
that (y) any partial conversion of any Loan to a Base Rate Loan shall be in an
aggregate principal amount of $500,000.00 or an integral multiple thereof and
(z) any partial conversion of any Loan to a Eurodollar Rate Loan shall be in an
aggregate principal amount of $1,000,000.00 or a whole multiple of $500,000.00
in excess thereof. Each Conversion Request relating to the conversion of a Loan
to a Eurodollar Rate Loan shall be irrevocable by the Borrower.

8.4.2. CONTINUATION OF TYPE OF LOAN. Any Loan of any Type may be continued
as a Loan of the same Type upon the expiration of an Interest Period with
respect thereto by compliance by the Borrower with the notice provisions
contained in Section 8.4.1; provided that no Eurodollar Rate Loan may be
continued as such when any Default or Event of Default has occurred and is
continuing, but shall be automatically converted to a Base Rate Loan on the
last day of the first Interest Period relating thereto ending during the
continuance of any Default or Event of Default of which officers of the
Applicable Agent active upon the Borrower's account have actual knowledge. In
the event that the Borrower fails to provide any such notice with respect to
the continuation of any Eurodollar Rate Loan as such, then such Eurodollar Rate
Loan shall be automatically converted to a Base Rate Loan on the last day of
the first Interest Period relating thereto. The Applicable Agent shall notify
the Applicable Banks promptly when any such automatic conversion contemplated
by this Section 8.4 is scheduled to occur.

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8.4.3. EURODOLLAR RATE LOANS. Any conversion to or from Eurodollar Rate
Loans shall be in such amounts and be made pursuant to such elections so that,
after giving effect thereto, the aggregate principal amount of all Eurodollar
Rate Loans having the same Interest Period shall not be less than $1,000,000.00
or a whole multiple of $500,000.00 in excess thereof. At no time shall there be
more than ten (10) Eurodollar Rate Loans outstanding.

8.5. FUNDS FOR LOANS.

8.5.1. FUNDING PROCEDURES. Not later than 11:00 a.m. (Boston time) on the
proposed Drawdown Date of any Loans, each of the Applicable Banks will make
available to the Applicable Agent, at its Head Office, in immediately available
funds, the amount of such Applicable Bank's Commitment Percentage or Gold
Commitment Percentage, as the case may be, of the amount of the requested
Loans. Upon receipt from each Applicable Bank of such amount, and upon receipt
of the documents required by Sections 14 and 15 and the satisfaction of
the other conditions set forth therein, to the extent applicable, the
Applicable Agent will make available to the Borrower the aggregate amount of
such Loans made available to the Applicable Agent by the Applicable Banks. The
failure or refusal of any Applicable Bank to make available to the Applicable
Agent at the aforesaid time and place on any Drawdown Date the amount of its
Commitment Percentage or Gold Commitment Percentage, as the case may be, of the
requested loans shall not relieve any other Applicable Bank from its several
obligation hereunder to make available to the Applicable Agent the amount of
such other Applicable Bank's Commitment Percentage or Gold Commitment
Percentage, as the case may be, of any requested loans.

8.5.2. ADVANCES BY APPLICABLE AGENT. The Applicable Agent may, unless
notified to the contrary by any Applicable Bank prior to a Drawdown Date,
assume that such Applicable Bank has made available to the Applicable Agent on
such Drawdown Date the amount of such Applicable Bank's Commitment Percentage
or Gold Commitment Percentage, as the case may be, of the Loans to be made on
such Drawdown Date, and the Applicable Agent may (but it shall not be required
to), in reliance upon such assumption, make available to the Borrower a
corresponding amount. If any Applicable Bank makes available to the Applicable
Agent such amount on a date after such Drawdown Date, such Applicable Bank
shall pay to the Applicable Agent on demand an amount equal to the product of
(i) the average computed for the period referred to in clause (iii) below, of
the weighted average interest rate paid by the Applicable Agent for federal
funds acquired by the Applicable Agent during each day included in such period,
times (ii) the amount of such Applicable Bank's Commitment Percentage or Gold
Commitment Percentage, as the case may be, of such loans, times (iii) a
fraction, the numerator of

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which is the number of days that elapse from and including such Drawdown Date
to the date on which the amount of such Applicable Bank's Commitment Percentage
or Gold Commitment Percentage, as the case may be, of such Loans shall become
immediately available to the Applicable Agent, and the denominator of which is
365. A statement of the Applicable Agent submitted to such Applicable Bank with
respect to any amounts owing under this paragraph shall be prima facie evidence
of the amount due and owing to the Applicable Agent by such Applicable Bank. If
the amount of such Applicable Bank's Commitment Percentage or Gold Commitment
Percentage, as the case may be, of such Loans is not made available to the
Applicable Agent by such Applicable Bank within three (3) Business Days
following such Drawdown Date, the Applicable Agent shall be entitled to recover
such amount from the Borrower on demand, with interest thereon at the rate per
annum applicable to the Loans made on such Drawdown Date.

8.6. SETTLEMENTS; FAILURE TO MAKE FUNDS AVAILABLE.

(a) On each Settlement Date, the Applicable Agent shall, not later than
11:00 a.m. (Boston time), give telephonic or facsimile notice (i) to the
Applicable Banks and the Borrower of the respective outstanding amount of Loans
made by the Applicable Agent on behalf of the Applicable Banks from the
immediately preceding Settlement Date through the close of business on the
prior day and the amount of any Eurodollar Rate Loans to be made (following the
giving of notice pursuant to Section 8.3(a)(ii)) on such date pursuant to a Loan
Request and (ii) to the Applicable Banks of the amount (a "Settlement Amount")
that each Applicable Bank (the "Settling Bank") shall pay to effect a
Settlement of any Loan. A statement of the Applicable Agent submitted to the
Applicable Banks and the Borrower or to the Applicable Banks with respect to
any amounts owing under this Section 8.6 shall be prima facie evidence of the
amount due and owing. The Settling Bank shall, not later than 3:00 p.m. (Boston
time) on such Settlement Date, effect a wire transfer of immediately available
funds to the Applicable Agent in the amount of the Settlement Amount. All funds
advanced by any Applicable Bank as a Settling Bank pursuant to this Section 8.6
shall for all purposes be treated as a Loan made by such Settling Bank to the
Borrower and all funds received by any Bank pursuant to this Section 8.6 shall
for all purposes be treated as repayment of amounts owed with respect to Loans
made by such Bank. In the event that any bankruptcy, reorganization,
liquidation, receivership or similar cases or proceedings in which the Borrower
is a debtor prevent a Settling Bank from making any Loan to effect a Settlement
as contemplated hereby, such Settling Bank will make such disposition and
arrangements with the other Applicable Banks with respect to such Loans, either
by way of purchase of participations, distribution, pro tanto assignment of
claims, subrogation or otherwise as shall result in each Applicable Bank's
share of the outstanding Revolving Credit

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Loans or, as the case may be, Gold Loans being equal, as nearly as may be, to
such Dollar Bank's Commitment Percentage of the outstanding amount of the
Revolving Credit Loans, or as the case may be, such Gold Bank's Commitment
Percentage of the outstanding amount of Gold Loans.

(b) The Applicable Agent may, unless notified to the contrary by any
Applicable Bank prior to a Settlement Date, assume that such Applicable Bank
has made or will make available to the Applicable Agent on such Settlement Date
the amount of such Applicable Bank's Settlement Amount, and the Applicable
Agent may (but it shall not be required to), in reliance upon such assumption,
make available to the Borrower a corresponding amount. If any Applicable Bank
makes available to the Applicable Agent such amount on a date after such
Settlement Date, such Applicable Bank shall pay to the Applicable Agent on
demand an amount equal to the product of (i) the average computed for the
period referred to in clause (iii) below, of the weighted average interest rate
paid by the Applicable Agent for federal funds acquired by such Applicable
Agent during each day included in such period, times (ii) the amount of such
Settlement Amount, times (iii) a fraction, the numerator of which is the number
of days that elapse from and including such Settlement Date to the date on
which the amount of such Settlement Amount shall become immediately available
to such Applicable Agent, and the denominator of which is 360. A statement of
the Applicable Agent submitted to such Applicable Bank with respect to any
amounts owing under this paragraph shall be prima facie evidence of the amount
due and owing to the Applicable Agent by such Applicable Bank. If such
Applicable Bank's Settlement Amount is not made available to the Applicable
Agent by such Applicable Bank within three (3) Business Days following such
Settlement Date, the Applicable Agent shall be entitled to recover such amount
from the Borrower on demand, with interest thereon at the rate per annum
applicable to the Revolving Credit Loans or, as the case may be, the Gold Loans
as of such Settlement Date.

(c) The failure or refusal of any Applicable Bank to make available to the
Applicable Agent at the aforesaid time and place on any Settlement Date the
amount of its Settlement Amount (i) shall not relieve any other Applicable Bank
from its several obligations hereunder to make available to the Applicable
Agent the amount of such other Applicable Bank's Settlement Amount and (ii)
shall not impose upon such other Applicable Bank any liability with respect to
such failure or refusal or otherwise increase the Commitment or, as the case
may be, the Gold Commitment, of such other Applicable Bank.

8.7. OPTIONAL REPAYMENTS OF LOANS. The Borrower shall have the right, at
its election, to repay the outstanding amount of any Loan, as a whole or in
part, at

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any time without penalty or premium, provided that any full or partial
prepayment of the outstanding amount of any Eurodollar Rate Loans pursuant to
this Section 8.7 may be made only on the last day of the Interest Period
relating thereto. The Borrower shall give the Agent, no later than 11:00 a.m.,
Boston time, at least three (3) Business Days prior written notice of any
proposed prepayment pursuant to this Section 8.7 of Base Rate Loans, and four
(4) Eurodollar Business Days notice of any proposed prepayment pursuant to this
Section 8.7 of Eurodollar Rate Loans, in each case specifying the proposed date
of prepayment of Loans, the nature of the Loan as a Revolving Credit Loan, the
Term Loan or a Gold Loan and the principal amount to be prepaid. Each such
partial prepayment of the Loans shall be in a minimum amount of $500,000.00 or
an integral multiple of $100,000.00 in excess thereof, shall be accompanied by
the payment of accrued interest on the principal prepaid to the date of
prepayment and shall be applied, in the absence of instruction by the Borrower,
first to the principal of Base Rate Loans and then to the principal of
Eurodollar Rate Loans. Each partial prepayment shall be allocated among the
Applicable Banks, in proportion, as nearly as practicable, to the respective
unpaid principal amount of each Applicable Bank's Notes, with adjustments to
the extent practicable to equalize any prior repayments not exactly in
proportion.

8.8. REPAYMENTS OF LOANS AND REPURCHASES OF CONSIGNED PRECIOUS METALS
PRIOR TO EVENT OF DEFAULT.

(a) Prior to the occurrence of an Event of Default as to which the
account officers of the Agents active upon the Borrower's account have
actual knowledge, (i) all funds and cash proceeds in the form of money,
checks and like items received in the FNBB Concentration Accounts as
contemplated by Section 11.14 shall be credited, on the same Business Day
on which the Dollar Agent determines that good collected funds have been
received, and, prior to the receipt of good collected funds, on a
provisional basis until final receipt of good collected funds, to the
Obligations or to the Operating Accounts as contemplated by Section
8.8(c), (ii) all funds and cash proceeds in the form of a wire transfer
received in the FNBB Concentration Accounts as contemplated by Section
11.14 shall be credited on the same Business Day as the Dollar Agent's
receipt of such amounts (or up to such later date as the Dollar Agent
determines that good collected funds have been received), to the
Obligations or to the Operating Accounts as contemplated by Section
8.8(c), and (iii) all funds and cash proceeds in the form of an automated
clearing house transfer received in the FNBB Concentration Accounts as
contemplated by Section 11.14 shall be credited on the next Business Day
following the Dollar Agent's receipt of such amounts (or up to such later
date as the Dollar Agent determines that good collected funds have been
received), to the Obligations or to the Operating Accounts as contemplated
by Section 8.8(c). For purposes of the foregoing provisions of this
Section 8.8(a) the Dollar Agent shall not be deemed to have received any
such cash proceeds on any day unless received by the

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Dollar Agent before 2:30 p.m. (Boston time) on such day. The Borrower further
acknowledges and agrees that any such provisional credit or credit in respect
of wire transfers shall be subject to reversal if final collection in good
funds of the related item is not received by the Dollar Agent in accordance
with the Dollar Agent's customary procedures and practices for collecting
provisional or wire transfer items.

(b) If at any time (i) the Outstanding Facility Amounts exceed the
Borrowing Base, (ii) the Outstanding Dollar Facility Amounts exceed the Dollar
Borrowing Base or (iii) the Fair Market Value of Consigned Precious Metal plus
the outstanding principal amount of Gold Loans exceeds the Consignment Advance
Rate Percentage multiplied by the Fair Market Value of the sum of (A)
Consigned Precious Metal plus (B) Borrower's Precious Metal, the Borrower shall
immediately pay the amount of such excess to the Agents for the respective
accounts of the Banks for application prior to the occurrence of an Event of
Default in accordance with Section 8.8(c).

(c) Prior to the occurrence of an Event of Default of which the account
officers of the Agents active on the Borrower's account have knowledge, all
funds transferred to the FNBB Concentration Accounts and any amounts required
to be repaid pursuant to Section 8.8(b) shall be applied to the Obligations as
follows:

(i) first, to pay amounts then due and payable under the Dollar
Facility and the Gold Facility;

(ii) second, to reduce Gold Loans which are Base Rate Loans;

(iii) third, to reduce Gold Loans which are Eurodollar Rate Loans;

(iv) fourth, to reduce Revolving Credit Loans which are Base Rate
Loans;

(v) fifth, to reduce Revolving Credit Loans which are Eurodollar Rate
Loans;

(vi) sixth, to the Borrower's Operating Accounts.

All prepayments of Eurodollar Rate Loans prior to the end of an Interest Period
shall obligate the Borrower to pay any breakage costs associated with such
Eurodollar Rate Loans in accordance with Section 8.19 hereof. Prior to the
occurrence of an Event of Default, the Borrower may elect to avoid such
breakage costs by providing to the Dollar Agent cash in an amount
sufficient

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to cash collateralize such Eurodollar Rate Loans, but in no event shall the
Borrower be deemed to have paid such Eurodollar Rate Loans until such cash
has been paid to the Dollar Agent for application to such Eurodollar Rate
Loans. The Agents may elect to cause such cash collateral to be deposited
into either (A) a cash collateral account pursuant to the terms of a Cash
Collateral Agreement entered into by the Borrower and the Collateral Agent
at the time of such deposit and such other documents or filings at the
time requested by the Collateral Agent in connection with such deposit or
(B) the Borrower's Operating Accounts. All prepayments of the Loans
pursuant to this Section 8.8(c) shall be allocated among the Banks making
such Loans, in proportion, as nearly as practicable, to the respective
unpaid principal amount of such Loans outstanding, with adjustments to the
extent practicable to equalize any prior payments or repayments not
exactly in proportion. Prior to any Settlement Date, all prepayments of
the Loans shall be applied in accordance with this Section 8.8(c), first
to outstanding Loans of the Applicable Agent.

8.9. REPAYMENTS OF LOANS AND REPURCHASES OF CONSIGNED PRECIOUS METALS AND
DISTRIBUTION OF COLLATERAL PROCEEDS AFTER EVENT OF DEFAULT. In the event that
following the occurrence and during the continuance of an Event of Default, the
Collateral Agent, either Agent or any Bank, as the case may be, receives any
monies, whether pursuant to Section 5.4(c), Section 11.14 or Section 16.4 or
otherwise with respect to the realization upon any of the Collateral,
such monies shall be distributed for application as follows:

(a) First, to the payment of, or (as the case may be) the
reimbursement of the Agents and the Collateral Agent for or in respect
of all reasonable costs, expenses, disbursements and losses which shall
have been incurred or sustained by the Agents and the Collateral Agent in
connection with the collection of such monies by the Agents, for the
exercise, protection or enforcement by the Collateral Agent of all or any
of the rights, remedies, powers and privileges of the Collateral Agent,
for the benefit of the Agents and the Banks, under this Credit Agreement
or any of the other Loan Documents or in respect of the Collateral or in
support of any provision of adequate indemnity to the Agents and the
Collateral Agent against any taxes or liens which by law shall have, or
may have, priority over the rights of the Agents and the Collateral Agent
to such monies;

(b) Second, to all other Obligations in such order or preference as
the Majority Banks may determine; provided, however, that distributions in
respect of (i) such Obligations shall be made pari passu among Obligations
with respect to the Agents' fees payable pursuant to Section 8.11 and all
other Obligations and (ii) Obligations owing to the Banks with respect to
each type of Obligation such as interest, principal, fees and expenses,
shall be made

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among the Banks pro rata, with the value of the Gold Banks' claims in
respect of Consigned Precious Metal equal to the Gold Loans made pursuant
to Section 5.4(a); and provided, further, that the agents may in their
discretion make proper allowance to take into account any Obligations not
then due and payable;

(c) third, upon payment and satisfaction in full or other provisions
for payment in full satisfactory to each of the Banks and the Agents of
all of the Obligations, to the payment of any obligations required to be
paid pursuant to Section 9-504(1)(c) of the Uniform Commercial Code of the
Commonwealth of Massachusetts; and

(d) Fourth, the excess, if any, shall be returned to the
Borrower or to such other Persons as are entitled thereto.

8.10. CLOSING FEE. The Borrower agrees to pay to the Dollar Agent a
closing fee according to the terms of a separate fee letter entered into on or
prior to the Closing Date (the "Fee Letter") among the Borrower and the Agents.

8.11. AGENTS' FEE. The Borrower shall pay to the Agents, for each Agent's
own account, an Agents' fee according to the terms of the Fee Letter.

8.12. FUNDS FOR PAYMENTS.

8.12.1. PAYMENTS TO AGENT. All payments of principal, interest,
Reimbursement Obligations, commitment fees, Letter of Credit Fees and
any other amounts due hereunder or under any of the other Loan Documents
with respect to the Dollar Facility shall be made to the Dollar Agent, for
the respective accounts of the Dollar Banks and the Dollar Agent, at the
Dollar Agent's Head Office or at such other location in the Boston,
Massachusetts, area that the Dollar Agent may from time to time designate,
in each case in immediately available funds in Dollars. All payments of
principal, interest, commitment fees, Consignment Fees and any other
amounts due hereunder or under any of the other Loan Documents with
respect to the Gold Facility shall be made to the Gold Agent, for the
respective accounts of the Gold Banks and the Gold Agent, at the Gold
Agent's Head Office or at such other location as the Gold Agent may from
time to time designate, in each case in immediately available funds in
Dollars.

8.12.2. NO OFFSET, ETC. All payments by the Borrower hereunder and
under any of the other Loan Documents shall be made without setoff or
counterclaim and free and clear of and without deduction for any taxes,
levies, imposts, duties, charges, fees, deductions, withholdings,
compulsory loans, restrictions or conditions of any nature now or
hereafter imposed or levied by any jurisdiction or any political
subdivision thereof or taxing or other

59
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authority therein unless the Borrower is compelled by law to make such
deduction or withholding. If any such obligation is imposed upon the
Borrower with respect to any amount payable by it hereunder or under any of
the other Loan Documents, the Borrower will pay to the Agents, for the
account of the Banks or (as the case may be) the Agents, on the date on
which such amount is due and payable hereunder or under such other Loan
Document, such additional amount in Dollars as shall be necessary to enable
the Banks or the Agents to receive the same net amount which the Banks or
the Agents would have received on such due date had no such obligation been
imposed upon the Borrower. The Borrower will deliver promptly to the Agents
certificates or other valid vouchers for all taxes or other charges
deducted from or paid with respect to payments made by the Borrower
hereunder or under such other Loan Document.

8.13. COMPUTATIONS. All computations of interest on the Loans and of
commitment fees, Letter of Credit Fees, Consignment Fees or other fees shall,
unless otherwise expressly provided herein, be based on a 360-day year and paid
for the actual number of days elapsed. Except as otherwise provided in the
definition of the term "Interest Period" with respect to Eurodollar Rate Loans
and Consignment Fixed Rate Amounts, whenever a payment hereunder or under any
of the other Loan Documents becomes due on a day that is not a Business Day,
the due date for such payment shall be extended to the next succeeding Business
Day, and interest shall accrue during such extension. The outstanding amount of
the Loans and Consigned Precious Metal as reflected on the Revolving Credit
Note Records, the Term Note Records, the Gold Note Records and the other
records maintained by the Agents and each Bank from time to time shall be
considered correct and binding on the Borrower unless within five (5) Business
Days after receipt of any notice by either of the Agents or any of the Banks of
such outstanding amount, the such Agent or such Bank shall notify the Borrower
to the contrary.

8.14. INABILITY TO DETERMINE EURODOLLAR RATE OR CONSIGNMENT FIXED RATE. In
the event, prior to the commencement of any Interest Period relating to any
Eurodollar Rate Loan or Consignment Fixed Rate Amount, the Dollar Agent, in the
case of Dollar Facility Loans, or the Gold Agent, in the case of Gold Loans or
Purchases and Consignments, shall determine in good faith that adequate and
reasonable methods do not exist for ascertaining (a) the Eurodollar Rate that
would otherwise determine the rate of interest to be applicable to any
Eurodollar Rate Loan during any Interest Period or (b) the Eurodollar Rate or
the Contango Rate that would otherwise determine the rate of interest to be
applicable to any Consignment Fixed Rate Amount during any Interest Period,
such Agent shall forthwith give notice of such determination and the basis
therefor (which shall be conclusive and binding on the Borrower and the
Applicable Banks) to the Borrower and the Applicable Banks. In such event (x)
any Loan Request or Conversion Request with respect to Eurodollar Rate Loans or
Purchase and Consignment Request with respect to Consignment

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Fixed Rate Amounts shall be automatically withdrawn and, shall be deemed a
request for Base Rate Loans or Consignment Base Rate Amounts, as applicable,
(y) each Eurodollar Rate Loan or Consignment Fixed Rate Amount, as applicable,
will automatically, on the last day of the then current Interest Period
relating thereto, become a Base Rate Loan or Consignment Base Rate Amount, as
applicable and (z) the obligations of the Applicable Banks to make Eurodollar
Rate Loans or Consignment Fixed Rate Amounts shall be suspended until such
Applicable Agent determines that the circumstances giving rise to such
suspension no longer exist, whereupon such Applicable Agent shall so notify the
Borrower and the Applicable Banks.

8.15. ILLEGALITY OF EURODOLLAR RATE LOANS OR CONSIGNMENT FIXED RATE AMOUNTS.

(a) Notwithstanding any other provisions herein, if any present or
future law, regulation, treaty or directive or in the interpretation
or application thereof shall make it unlawful for any Bank to make or
maintain Eurodollar Rate Loans, such Bank shall forthwith give notice of
such circumstances to the Borrower and the other Applicable Banks and
thereupon (i) the commitment of such Bank to make Eurodollar Rate Loans or
convert Loans of another Type to Eurodollar Rate Loans shall forthwith be
suspended and (ii) such Bank's Loans then outstanding as Eurodollar Rate
Loans, if any, shall be converted automatically to Base Rate Loans on the
last day of each Interest Period applicable to such Eurodollar Rate Loans
or within such earlier period as may be required by law. The Borrower
hereby agrees promptly to pay the Applicable Agent, for the account of
such Bank, upon demand by such Bank, any additional amounts necessary to
compensate such Bank for any reasonable costs incurred by such Bank in
making any conversion in accordance with this Section 8.15, including any
interest or fees payable by such Bank to lenders of funds obtained by
it in order to make or maintain its Eurodollar Rate Loans hereunder.

(b) Notwithstanding any other provisions herein, if any present or
future law, regulation, treaty or directive or in the interpretation
or application thereof shall make it unlawful for any Gold Bank to make or
maintain Consignment Fixed Rate Amounts, such Gold Bank shall forthwith
give notice of such circumstances to the Borrower and the other Gold Banks
and thereupon (i) the commitment of such Gold Bank to make Consignment
Fixed Rate Amounts or convert Consigned Precious Metal into Consignment
Fixed Rate Amounts shall forthwith be suspended, and (ii) such Gold Bank's
Consigned Precious Metal then outstanding as Consignment Fixed Rate
Amounts, if any, shall be converted automatically to Consignment Base Rate
Amounts on the last day of each Interest Period applicable to such
Consignment Fixed Rate Amounts or within such earlier period as may be

61
-54-

required by law. The Borrower hereby agrees promptly to pay the Gold
Agent, for the account of such Gold Bank, upon demand by such Gold Bank,
any additional amounts necessary to compensate such Gold Bank for any
reasonable costs incurred by such Gold Bank in making any conversion in
accordance with this Section 8.15, including any interest or fees payable
by such Gold Bank to lenders of funds obtained by it in order to make or
maintain its Consignment Fixed Rate Amounts hereunder.

8.16. ADDITIONAL COSTS, ETC. If any present or future applicable law,
which expression, as used herein, includes statutes, rules and regulations
thereunder and interpretations thereof by any competent court or by any
governmental or other regulatory body or official charged with the
administration or the interpretation thereof and requests, directives,
instructions and notices at any time or from time to time hereafter made upon
or otherwise issued to any Bank or either Agent by any central bank or other
fiscal, monetary or other authority (whether or not having the force of law),
shall:

(a) subject any Bank or either Agent to any tax, levy, impost, duty,
charge, fee, deduction or withholding of any nature with respect to this
Credit Agreement, the other Loan Documents, any Letters of Credit, such
Bank's Commitment, Gold Commitment, the Purchases and Consignments or the
Loans (other than taxes based upon or measured by the income or profits of
such Bank or such Agent), or

(b) materially change the basis of taxation (except for changes in
taxes on income or profits) of payments to any Bank of the principal of or
the interest on any Loans or any other amounts payable to any Bank or
either Agent under this Credit Agreement or any of the other Loan
Documents, or

(c) impose or increase or render applicable (other than to the extent
specifically provided for elsewhere in this Credit Agreement) any special
deposit, reserve, assessment, liquidity, capital adequacy or other similar
requirements (whether or not having the force of law) against assets held
by, or deposits in or for the account of, or loans by, or letters of
credit issued by, or commitments of an office of any Bank, or

(d) impose on any Bank or either Agent any other conditions or
requirements with respect to this Credit Agreement, the other Loan
Documents, any Letters of Credit, the Loans, the Purchases and
Consignments, such Bank's Commitment or Gold Commitment, or any class of
loans, letters of credit or commitments of which any of the Loans,
Purchases and Consignments or such Bank's Commitment or Gold Commitment
forms a part, and the result of any of the foregoing is

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(i) to increase the cost to any Bank of making, funding, issuing,
renewing, extending or maintaining any of the Loans, any Purchase and
Consignment or such Bank's Commitment or Gold Commitment or any Letter of
Credit, or

(ii) to reduce the amount of principal, interest, Reimbursement
Obligation or other amount payable to such Bank or either Agent hereunder
on account of such Bank's Commitment, Gold Commitment, any Letter of
Credit, and Purchase and Consignment or any of the Loans, or

(iii) to require such Bank or either Agent to make any payment or to
forego any interest or Reimbursement Obligation or other sum payable
hereunder, the amount of which payment or foregone interest or
Reimbursement Obligation or other sum is calculated by reference to the
gross amount of any sum receivable or deemed received by such Bank or
either Agent from the Borrower hereunder,

then, and in each such case, the Borrower will, upon demand made by such Bank
or (as the case may be) such Agent at any time and from time to time and as
often as the occasion therefor may arise, pay to such Bank or such Agent such
additional amounts as will be sufficient to compensate such Bank or such Agent
for such additional cost, reduction, payment or foregone interest or
Reimbursement Obligation or other sum.

8.17. CAPITAL ADEQUACY. If after the date hereof any Bank or either Agent
determines that (a) the adoption of or change in any law, governmental rule,
regulation, policy, guideline or directive (whether or not having the force of
law) regarding capital requirements for banks or bank holding companies or any
change in the interpretation or application thereof by a court or governmental
authority with appropriate jurisdiction, or (b) compliance by such Bank or such
Agent or any corporation controlling such Bank or such Agent with any law,
governmental rule, regulation, policy, guideline or directive (whether or not
having the force of law) of any such entity regarding capital adequacy, has the
effect of reducing the return on such Bank's or such Agent's commitment with
respect to any Loans or any Purchases and Consignments to a level below that
which such Bank or such Agent could have achieved but for such adoption, change
or compliance (taking into consideration such Bank's or such Agent's then
existing policies with respect to capital adequacy and assuming full
utilization of such entity's capital) by any amount deemed by such Bank or (as
the case may be) such Agent to be material, then such Bank or such Agent may
notify the Borrower of such fact. To the extent that the amount of such
reduction in the return on capital is not reflected in the Base Rate or the
amount of Consignment Fees, as applicable, the Borrower agrees to pay such Bank
or (as the case may be) such Agent for the amount of such reduction in the
return on capital as and when such reduction is determined upon presentation by
such Bank or (as the

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case may be) such Agent of a certificate in accordance with Section 8.18
hereof. Each Bank shall allocate such cost increases among its customers in
good faith and on an equitable basis.

8.18. CERTIFICATE. A certificate setting forth any additional amounts
payable pursuant to Sections 8.16 or 8.17 and a brief explanation of such
amounts which are due, submitted by any Bank or either Agent to the Borrower,
shall be conclusive, absent manifest error, that such amounts are due and owing.

8.19. INDEMNITY.

(a) The Borrower agrees to indemnify each Bank and to hold each Bank
harmless from and against any loss, cost or expense (including loss of
anticipated profits) that such Bank may sustain or incur as a consequence
of (i) default by the Borrower in payment of the principal amount of or
any interest on any Eurodollar Rate Loans as and when due and payable,
including any such loss or expense arising from interest or fees payable
by such Bank to lenders of funds obtained by it in order to maintain its
Eurodollar Rate Loans, (ii) default by the Borrower in making a Borrowing
or conversion after the Borrower has given (or is deemed to have given) a
Loan Request, notice (in the case of all or any portion of the Term Loan
pursuant to Section 3.5), Conversion Request or Consignment Conversion
Request relating thereto in accordance with Sections 2.6, 3.5, 5.5, 5.4,
8.3 or 8.4 or (iii) the making of any payment of a Eurodollar Rate Loan
or the making of any conversion of any such Loan to a Base Rate Loan on a
day that is not the last day of the applicable Interest Period with
respect thereto, including interest or fees payable by such Bank to
lenders of funds obtained by it in order to maintain any such Loans.

(b) The Borrower agrees to indemnify each Gold Bank and to hold each
Gold Bank harmless from and against any loss, cost or expense (including
loss of anticipated profits) that such Gold Bank may sustain or incur as a
consequence of (i) default by the Borrower in making a Purchase and
Consignment, including a Purchase and Consignment as a Consignment Fixed
Rate Amount, or a conversion after the Borrower has given (or is deemed to
have given) a Purchase and Consignment Request or a conversion request
relating thereto in accordance with Section 5.3 or Section 5.5 or (ii)
the making of any payment of a Consignment Fixed Rate Amount or the
making of any conversion of any such Consignment Fixed Rate Amount to a
Consignment Base Rate Amount on a day that is not the last day of the
applicable Interest Period with respect thereto, including interest or
fees payable by such Gold Bank to lenders of funds obtained by it in
order to maintain any such Purchases and Consignments.

8.20. INTEREST AFTER DEFAULT. During the continuance of a Default or an
Event of Default the principal of the Loans, whether or not due, the Fair
Market

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Value of Consigned Precious Metal, whether or not due to be purchased
or Redelivered by the Borrower in accordance with the requirements of Section
5.4, (to the extent permitted by applicable law) interest on the Loans and all
other amounts, including Consignment Fees, payable hereunder or under any of
the other Loan Documents shall bear interest, compounded monthly and payable on
demand, at a rate per annum equal to two percent (2%) above the Base Rate.

8.21. PERFORMANCE ADJUSTMENTS. Based upon, and following receipt by the
Banks of (a) beginning with the Borrower's financial statements as hereafter
described for the fiscal quarter of the Borrower ending January 31, 1997, (i)
with respect to the first three fiscal quarters of each fiscal year, the
Borrower's quarterly unaudited consolidated financial statements pursuant to
Section 11.4(b) and (ii) with respect to the last fiscal quarter of each fiscal
year, the Borrowers' annual audited consolidated financial statements pursuant
to Section 11.4(a), and (b) a certificate of the chief financial officer of the
Borrower setting forth calculations of the financial information set forth
below, (the Borrower also hereby agreeing to provide to the Agents,
simultaneously with the delivery of such certificate, telephonic notice of any
Performance Adjustments based upon such calculations), the Base Rate Applicable
Margin and the Eurodollar Applicable Margin shall be subject to possible
adjustment in accordance with the provisions of this paragraph (each such
adjustment, a "Performance Adjustment"). Performance Adjustments shall be
effective (the date of the effectiveness of any Performance Adjustment, a
"Performance Adjustment Date") with respect to adjustments to the Base Rate
Applicable Margin and the Eurodollar Applicable Margin, three (3) Business Days
following receipt by the Agents of (y) (i) with respect to the first three
fiscal quarters of each fiscal year, the Borrower's quarterly unaudited
consolidated financial statements pursuant to Section 11.4(b) and (ii) with
respect to the last fiscal quarter of each fiscal year, the Borrower's annual
audited consolidated financial statements pursuant to Section 11.4(a), and (z)
a certificate of the chief financial officer of the Borrower setting forth
calculations of the financial information set forth below (the Borrowers also
hereby agreeing to provide to the Agents, simultaneously with the delivery of
such certificate, telephonic notice of any Performance Adjustments based upon
such calculations). The Eurodollar Applicable Margin and the Base Rate
Applicable Margin with respect to any period following any Performance
Adjustment Date until the next succeeding Performance Adjustment Date shall be
as set forth in the table below on the line furthest down in such table with
respect to which the Borrower's ratio of (A) Consolidated Total Funded Debt for
the fiscal quarter most recently ended prior to such possible Performance
Adjustment Date to (B) Consolidated EBITDA for the period of four consecutive
fiscal quarters most recently ended prior to such possible Performance
Adjustment Date, shall be less than the ratio set forth on such line in such
table:

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RATIO OF TOTAL BASE RATE
FUNDED DEBT TO EURODOLLAR APPLICABLE
EBITDA APPLICABLE MARGIN MARGIN

greater than
3.25:1.00 2.50% 0.50%

less than or equal to
3.25:1.00 but
greater than or
equal to 3.00:1.00 2.25% 0.25%

less than 3.00:1.00
but greater than or
equal to 2.75:1.00 2.00% 0.25%

less than
2.75:1.00 1.75% 0.00%

9. COLLATERAL SECURITY.

The Obligations shall be secured by a perfected first priority security
interest (subject only to Permitted Liens entitled to priority under applicable
law) in all of the assets of the Borrower, whether now owned or hereafter
acquired, pursuant to the terms of the Security Documents to which the Borrower
is a party.

10. REPRESENTATIONS AND WARRANTIES.

The Borrower represents and warrants to the Banks and the Agents as
follows:

10.1. CORPORATE AUTHORITY.

10.1.1. INCORPORATION; GOOD STANDING. Each of the Borrower and its
Subsidiaries (i) is a corporation duly organized, validly existing and in
good standing under the laws of its state of incorporation, (ii) has all
requisite corporate power to own its property and conduct its business as
now conducted and as presently contemplated, and (iii) is in good standing
as a foreign corporation and is duly authorized to do business in each
jurisdiction where such qualification is necessary except where a failure
to be so qualified would not have a materially adverse effect on the
business, assets or financial condition of the Borrower or such Subsidiary.

10.1.2. AUTHORIZATION. The execution, delivery and performance of this
Credit Agreement and the other Loan Documents to which the Borrower or any
of its Subsidiaries is or is to become a party and the transactions
contemplated hereby and thereby (i) are within the corporate authority of
such

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Person, (ii) have been duly authorized by all necessary corporate
proceedings, (iii) do not conflict with or result in any breach or
contravention of any provision of law, statute, rule or regulation to which
the Borrower or any of its Subsidiaries is subject or any judgment, order,
writ, injunction, license or permit applicable to the Borrower or any of
its Subsidiaries and (iv) do not conflict with any provision of the
corporate charter or bylaws of, or any agreement or other instrument
binding upon, the Borrower or any of its Subsidiaries.

10.1.3. ENFORCEABILITY. The execution and delivery of this Credit
Agreement and the other Loan Documents to which the Borrower or any of its
Subsidiaries is or is to become a party will result in valid and legally
binding obligations of such Person enforceable against it in accordance
with the respective terms and provisions hereof and thereof, except as
enforceability is limited by bankruptcy, insolvency, reorganization,
moratorium or other laws relating to or affecting generally the enforcement
of creditors' rights and except to the extent that availability of the
remedy of specific performance or injunctive relief is subject to the
discretion of the court before which any proceeding therefor may be
brought.

10.2. GOVERNMENTAL APPROVALS. The execution, delivery and performance by
the Borrower and any of its Subsidiaries of this Credit Agreement and the other
Loan Documents to which the Borrower or any of its Subsidiaries is or is to
become a party and the transactions contemplated hereby and thereby do not
require the approval or consent of, or filing with, any governmental agency or
authority other than those already obtained.

10.3. TITLE TO PROPERTIES; LEASES. Except as indicated on Schedule 11.3
hereto, the Borrower and its Subsidiaries own all of the assets reflected in the
consolidated balance sheet of the Borrower and its Subsidiaries as at the
Balance Sheet Date or acquired since that date (except property and assets sold
or otherwise disposed of in the ordinary course of business since that date),
subject to no rights of others, including any mortgages, leases, conditional
sales agreements, title retention agreements, liens or other encumbrances except
Permitted Liens.

10.4. FINANCIAL STATEMENTS AND PROJECTIONS.

10.4.1. FINANCIAL STATEMENTS. There has been furnished to each of the
Banks (a) a consolidated balance sheet of the Borrower and its Subsidiaries
as at the Balance Sheet Date, and a consolidated statement of income of the
Borrower and its Subsidiaries for the fiscal year then ended, certified by
Coopers & Xxxxxxx LLP, and (b) a pro-forma consolidated balance sheet of
the Borrower and its Subsidiaries as at the Closing Date. Such balance
sheets and statement of income have been prepared in accordance with
generally accepted accounting principles and fairly present

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the financial condition of the Borrower as at the close of business on the
date thereof and the results of operations for the fiscal year then ended.
There are no contingent liabilities of the Borrower or any of its
Subsidiaries as of such date involving material amounts, known to the
officers of the Borrower, which were not disclosed in such balance sheets
and the notes related thereto.

10.4.2. PROJECTIONS. The projections of the annual operating budgets
of the Borrower and its Subsidiaries on a consolidated basis, balance
sheets and cash flow statements for the 1997 to 2001 fiscal years, copies
of which have been delivered to each Bank, are based on a variety of
assumptions with respect to general economic, financial and market
conditions used in formulating such projections which are believed by the
Borrower to be reasonable as of the date of such projections but that are
inherently subject to significant economic and competitive uncertainties,
all of which are difficult to predict and many of which are beyond the
control of the Borrower. To the knowledge of the Borrower or any of its
Subsidiaries, as of the Closing Date no facts exist that (individually or
in the aggregate) would result in any material change in any of such
projections. The projections have been prepared on the basis of the
assumptions stated therein and reflect the reasonable estimates of the
Borrower and its Subsidiaries of the results of operations and other
information projected therein.

10.5. NO MATERIAL CHANGES, ETC. Since the Balance Sheet Date there has
occurred no materially adverse change in the financial condition or business of
the Borrower and its Subsidiaries as shown on or reflected in the consolidated
balance sheet of the Borrower and its Subsidiaries as at the Balance Sheet Date,
or the consolidated statement of income for the fiscal year then ended, other
than changes in the ordinary course of business that have not had any materially
adverse effect either individually or in the aggregate on the business or
financial condition of the Borrower or any of its Subsidiaries. Since the
Balance Sheet Date, the Borrower has not made any Distribution.

10.6. FRANCHISES, PATENTS, COPYRIGHTS, ETC. Each of the Borrower and its
Subsidiaries possesses all franchises, patents, copyrights, trademarks, trade
names, licenses and permits, and rights in respect of the foregoing, adequate
for the conduct of its business substantially as now conducted without known
conflict with any rights of others.

10.7. LITIGATION. Except as set forth in Schedule 10.7 hereto, there are no
actions, suits, proceedings or investigations of any kind pending or threatened
against the Borrower or any of its Subsidiaries before any court, tribunal or
administrative agency or board that, if adversely determined, might, either in
any case or in the aggregate, reasonably be expected to materially adversely
affect the properties, assets, financial condition or business of the Borrower
and its Subsidiaries or

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materially impair the right of the Borrower and its Subsidiaries, considered as
a whole, to carry on business substantially as now conducted by them, or result
in any substantial liability not adequately covered by insurance, or for which
adequate reserves are not maintained on the consolidated balance sheet of the
Borrower and its Subsidiaries, or which question the validity of this Credit
Agreement or any of the other Loan Documents, or any action taken or to be
taken pursuant hereto or thereto.

10.8. NO MATERIALLY ADVERSE CONTRACTS, ETC. Neither the Borrower nor any of
its Subsidiaries is subject to any charter, corporate or other legal
restriction, or any judgment, decree, order, rule or regulation that has or is
expected in the future to have a materially adverse effect on the business,
assets or financial condition of the Borrower or any of its Subsidiaries.
Neither the Borrower nor any of its Subsidiaries is a party to any contract or
agreement that has or is expected, in the judgment of the Borrower's officers,
to have any materially adverse effect on the business of the Borrower or any of
its Subsidiaries.

10.9. COMPLIANCE WITH OTHER INSTRUMENTS, LAWS, ETC. Neither the Borrower
nor any of its Subsidiaries is in violation of any provision of its charter
documents, bylaws, or any agreement or instrument to which it may be subject or
by which it or any of its properties may be bound or any decree, order,
judgment, statute, license, rule or regulation, in any of the foregoing cases in
a manner that could reasonably be expected to result in the imposition of
substantial penalties or materially and adversely affect the financial
condition, properties or business of the Borrower or any of its Subsidiaries.

10.10. TAX STATUS. The Borrower and its Subsidiaries (a) have made or filed
all federal and state income and sales and all other material tax returns,
reports and declarations required by any jurisdiction to which any of them is
subject, (b) have paid all taxes and other governmental assessments and charges
shown or determined to be due on such returns, reports and declarations, except
those being contested in good faith and by appropriate proceedings and (c) have
set aside on their books provisions reasonably adequate for the payment of all
taxes for periods subsequent to the periods to which such returns, reports or
declarations apply. There are no unpaid taxes in any material amount claimed to
be due by the taxing authority of any jurisdiction, and the officers of the
Borrower know of no basis for any such claim.

10.11. NO EVENT OF DEFAULT. No Default or Event of Default has occurred and
is continuing.

10.12. HOLDING COMPANY AND INVESTMENT COMPANY ACTS. Neither the Borrower
nor any of its Subsidiaries is a "holding company", or a "subsidiary company"
of a "holding company", or an affiliate of a "holding company", as such terms
are defined in the Public Utility Holding Company Act of 1935; nor is it an
"investment company", or an "affiliated company" or a "principal underwriter"
of an

-62-

"investment company", as such terms are defined in the Investment Company Act
of 1940.

10.13. ABSENCE OF FINANCING STATEMENTS, ETC. Except with respect to
Permitted Liens, there is no financing statement, security agreement, chattel
mortgage, real estate mortgage or other document filed or recorded with any
filing records, registry or other public office, that purports to cover, affect
or give notice of any present or possible future lien on, or security interest
in, any assets or property of the Borrower or any of its Subsidiaries or any
rights relating thereto.

10.14. PERFECTION OF SECURITY INTEREST. All filings, assignments, pledges
and deposits of documents or instruments have been made and all other actions
have been taken that are necessary or advisable, under applicable law, to
establish and perfect the Collateral Agent's security interest in the
Collateral. The Collateral and the Collateral Agent's rights with respect to
the Collateral are not subject to any setoff, claims, withholdings or other
defenses. The Borrower is the owner of the Collateral free from any lien,
security interest, encumbrance and any other claim or demand, except for
Permitted Liens.

10.15. CERTAIN TRANSACTIONS. Except as set forth on Schedule 10.15 hereto
and except for arm's length transactions pursuant to which the Borrower or any
of its Subsidiaries makes payments in the ordinary course of business upon
terms no less favorable than the Borrower or such Subsidiary could obtain from
third parties, none of the officers, directors, or employees of the Borrower or
any of its Subsidiaries is presently a party to any transaction with the
Borrower or any of its Subsidiaries (other than for services as employees,
officers and directors), including any contract, agreement or other arrangement
providing for the furnishing of services to or by, providing for rental of real
or personal property to or from, or otherwise requiring payments to or from any
officer, director or such employee or, to the knowledge of the Borrower, any
corporation, partnership, trust or other entity in which any officer, director,
or any such employee has a substantial interest or is an officer, director,
trustee or partner.

10.16. EMPLOYEE BENEFIT PLANS.

10.16.1. IN GENERAL. Each Employee Benefit Plan has been maintained
and operated in compliance in all material respects with the provisions of
ERISA and, to the extent applicable, the Code, including but not limited to
the provisions thereunder respecting prohibited transactions. The Borrower
has heretofore delivered to the Agents the most recently completed annual
report, Form 5500, with all required attachments, and actuarial statement
required to be submitted under Section 103(d) of ERISA, with respect to
each Guaranteed Pension Plan.

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10.16.2. TERMINABILITY OF WELFARE PLANS. Under each Employee Benefit
Plan which is an employee welfare benefit plan within the meaning of
Section 3(1) or Section 3(2)(B) of ERISA, no benefits are payable to
employees (or their dependents) after termination of employment (except as
required by Title I, Part 6 of ERISA). The Borrower or an ERISA Affiliate,
as appropriate, may terminate each such Plan at any time (or at any time
subsequent to the expiration of any applicable bargaining agreement) in
the discretion of the Borrower or such ERISA Affiliate without liability
to any Person.

10.16.3. GUARANTEED PENSION PLANS. Each contribution required to be
made to a Guaranteed Pension Plan, whether required to be made to avoid
the incurrence of an accumulated funding deficiency, the notice or lien
provisions of Section 302(f) of ERISA, or otherwise, has been timely made.
No waiver of an accumulated funding deficiency or extension of
amortization periods has been received with respect to any Guaranteed
Pension Plan. No liability to the PBGC (other than required insurance
premiums, all of which have been paid) has been incurred by the Borrower
or any ERISA Affiliate with respect to any Guaranteed Pension Plan and
there has not been any ERISA Reportable Event, or any other event or
condition which presents a material risk of termination of any Guaranteed
Pension Plan by the PBGC. Based on the latest valuation of each Guaranteed
Pension Plan (which in each case occurred within twelve months of the date
of this representation), and on the actuarial methods and assumptions
employed for that valuation, the aggregate benefit liabilities of all such
Guaranteed Pension Plans within the meaning of Section 4001 of ERISA did
not exceed the aggregate value of the assets of all such Guaranteed
Pension Plans, disregarding for this purpose the benefit liabilities and
assets of any Guaranteed Pension Plan with assets in excess of benefit
liabilities, by more than $500,000.00.

10.16.4. MULTIEMPLOYER PLANS. Neither the Borrower nor any ERISA
Affiliate has incurred any material liability (including secondary
liability) to any Multiemployer Plan as a result of a complete or partial
withdrawal from such Multiemployer Plan under Section 4201 of ERISA or as
a result of a sale of assets described in Section 4204 of ERISA. Neither
the Borrower nor any ERISA Affiliate has been notified that any
Multiemployer Plan is in reorganization or insolvent under and within the
meaning of Section 4241 or Section 4245 of ERISA or that any
Multiemployer Plan intends to terminate or has been terminated under
Section 4041A of ERISA.

10.17. REGULATIONS U AND X. The proceeds of the Loans and the Purchases and
Consignments shall be used to refinance certain existing Indebtedness of the
Borrower and for working capital and general corporate purposes. The Borrower
will obtain Letters of Credit solely for working capital and general corporate
purposes. No portion of any Loan or proceeds from any Purchase and Consignment
is to be

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used, and no portion of any Letter of Credit is to be obtained, for the purpose
of purchasing or carrying any "margin security" or "margin stock" as such
terms are used in Regulations U and X of the Board of Governors of the Federal
Reserve System, 12 C.F.R. Parts 221 and 224.

10.18. ENVIRONMENTAL COMPLIANCE. The Borrower has taken all necessary
steps to investigate the past and present condition and usage of the Real
Estate and the operations conducted thereon and, based upon such diligent
investigation, has determined that:

(a) none of the Borrower, its Subsidiaries or any operator of the Real
Estate or any operations thereon is in violation, or alleged violation, of
any judgment, decree, order, law, license, rule or regulation pertaining to
environmental matters, including without limitation, those arising under
the Resource Conservation and Recovery Act ("RCRA"), the Comprehensive
Environmental Response, Compensation and Liability Act of 1980 as amended
("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986
("XXXX"), the Federal Clean Water Act, the Federal Clean Air Act, the Toxic
Substances Control Act, or any state or local statute, regulation,
ordinance, order or decree relating to health, safety or the environment
(hereinafter "Environmental Laws"), which violation would reasonably be
expected to have a material adverse effect on the environment or the
business, assets or financial condition of the Borrower or any of its
Subsidiaries;

(b) neither the Borrower nor any of its Subsidiaries has received
notice from any third party including, without limitation, any federal,
state or local governmental authority, (i) that any one of them has been
identified by the United States Environmental Protection Agency ("EPA") as
a potentially responsible party under CERCLA with respect to a site listed
on the National Priorities List, 40 C.F.R. Part 000 Xxxxxxxx X; (ii) that
any hazardous waste, as defined by 42 U.S.C. Section 6903(5), any
hazardous substances as defined by 42 U.S.C. Section 9601(14), any
pollutant or contaminant as defined by 42 U.S.C. Section 9601(33) and any
toxic substances, oil or hazardous materials or other chemicals or
substances regulated by any Environmental Laws ("Hazardous Substances")
which any one of them has generated, transported or disposed of has been
found at any site at which a federal, state or local agency or other third
party has conducted or has ordered that any Borrower or any of its
Subsidiaries conduct a remedial investigation, removal or other response
action pursuant to any Environmental Law; or (iii) that it is or shall be
a named party to any claim, action, cause of action, complaint, or legal
or administrative proceeding (in each case, contingent or otherwise)
arising out of any third party's incurrence of costs, expenses, losses or
damages of any kind whatsoever in connection with the release of Hazardous
Substances;

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(c) except as set forth on Schedule 10.18 attached hereto: (i) no
portion of the Real Estate has been used for the handling, processing,
storage or disposal of Hazardous Substances except in accordance with
applicable Environmental Laws; and no underground tank or other
underground storage receptacle for Hazardous Substances is located on any
portion of the Real Estate; (ii) in the course of any activities conducted
by the Borrower, its Subsidiaries or operators of its properties, no
Hazardous Substances have been generated or are being used on the Real
Estate except in accordance with applicable Environmental Laws; (iii)
there have been no releases (i.e. any past or present releasing, spilling,
leaking, pumping, pouring, emitting, emptying, discharging, injecting,
escaping, disposing or dumping) or threatened releases of Hazardous
Substances on, upon, into or from the properties of the Borrower or its
Subsidiaries, which releases would have a material adverse effect on the
value of any of the Real Estate or adjacent properties or the environment;
(iv) to the best of the Borrower's knowledge, there have been no releases
on, upon, from or into any real property in the vicinity of any of the
Real Estate which, through soil or groundwater contamination, may have
come to be located on, and which would have a material adverse effect on
the value of, the Real Estate; and (v) in addition, any Hazardous
Substances that have been generated on any of the Real Estate have been
transported offsite only by carriers having an identification number
issued by the EPA, treated or disposed of only by treatment or disposal
facilities maintaining valid permits as required under applicable
Environmental Laws, which transporters and facilities have been and are,
to the best of the Borrower's knowledge, operating in compliance with such
permits and applicable Environmental Laws; and

(d) None of the Borrower and its Subsidiaries or any of the Real Estate
is subject to any applicable environmental law requiring the performance
of Hazardous Substances site assessments, or the removal or remediation of
Hazardous Substances, or the giving of notice to any governmental agency
or the recording or delivery to other Persons of an environmental
disclosure document or statement by virtue of the transactions set forth
herein and contemplated hereby, or as a condition to the effectiveness of
any other transactions contemplated hereby.

10.19. SUBSIDIARIES, ETC. The Borrower has no Subsidiaries. Except as set
forth on Schedule l0.19 hereto, neither the Borrower nor any Subsidiary of the
Borrower is engaged in any joint venture or partnership with any other Person.

10.20. BANK ACCOUNTS. Schedule 10.20 (as such may be amended from time
to time in accordance with Section 13.10 hereof) sets forth the account numbers
and location of all bank accounts of the Borrower or any of its Subsidiaries.

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11. AFFIRMATIVE COVENANTS OF THE BORROWER.

The Borrower covenants and agrees that, so long as any Loan, Unpaid
Reimbursement Obligation, Letter of Credit, amount of Consigned Precious Metal
or Note is outstanding or any Bank has any obligation to make any Loans or
Purchases and Consignments or the Dollar Agent has any obligation to issue,
extend or renew any Letters of Credit:

11.1. PUNCTUAL PAYMENT. The Borrower will duly and punctually pay,
purchase or Redeliver, or cause to be paid, purchased or Redelivered, the
principal and interest on the Loans, all Consigned Precious Metal, all
Reimbursement Obligations, the Letter of Credit Fees, the commitment fees, the
Consignment Fees, the Agents' fee and all other amounts provided for in this
Credit Agreement and the other Loan Documents to which the Borrower or any of
its Subsidiaries is a party, all in accordance with the terms of this Credit
Agreement and such other Loan Documents.

11.2. MAINTENANCE OF OFFICE. The Borrower will maintain its chief
executive office in Chicago, Illinois, or at such other place in the United
States of America as the Borrower shall designate upon written notice to the
Agents, where notices, presentations and demands to or upon the Borrower in
respect of the Loan Documents to which the Borrower is a party may be given or
made.

11.3. RECORDS AND ACCOUNTS. The Borrower will (a) keep, and cause each of
its Subsidiaries to keep, true and accurate records and books of account in
which full, true and correct entries will be made in accordance with generally
accepted accounting principles and (b) maintain adequate accounts and reserves
for all taxes (including income taxes), depreciation, depletion, obsolescence
and amortization of its properties and the properties of its Subsidiaries,
contingencies, and other reserves in accordance with generally accepted
accounting principles.

11.4. FINANCIAL STATEMENTS, CERTIFICATES AND INFORMATION. The Borrower
will deliver to each of the Banks:

(a) as soon as practicable, but in any event not later than ninety (90)
days after the end of each fiscal year of the Borrower, the consolidated
balance sheet of the Borrower and its Subsidiaries and the consolidating
balance sheet of the Borrower and its Subsidiaries, each as at the end of
such year, and the related consolidated statement of income and
consolidated statement of cash flow and consolidating statement of income
and consolidating statement of cash flow for such year, each setting forth
in comparative form the figures for the previous fiscal year and all such
consolidated and consolidating statements to be in reasonable detail,
prepared in accordance with generally accepted accounting principles, and
certified without qualification by Coopers & Xxxxxxx LLP or by another
"big six"

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certified public accounting firm or by other independent certified public
accountants satisfactory to the Agents, together with a written statement from
such accountants to the effect that they have read a copy of this Credit
Agreement, and that, in making the examination necessary to said certification,
they have obtained no knowledge of any Default or Event of Default, or, if such
accountants shall have obtained knowledge of any then existing Default or Event
of Default they shall disclose in such statement any such Default or Event of
Default; provided that such accountants shall not be liable to the Banks for
failure to obtain knowledge of any Default or Event of Default;

(b) as soon as practicable, but in any event not later than forty-five
(45) days after the end of each of the fiscal quarters of the Borrower, copies
of the unaudited consolidated balance sheet of the Borrower and its
Subsidiaries and the unaudited consolidating balance sheet of the Borrower and
its Subsidiaries, each as at the end of such quarter, and the related
consolidated statement of income and consolidated statement of cash flow and
consolidating statement of income and consolidating statement of cash flow for
the portion of the Borrower's fiscal year then elapsed, all in reasonable
detail and prepared in accordance with generally accepted accounting principles,
together with a certification by the principal financial or accounting officer
of the Borrower that the information contained in such financial statements
fairly presents the financial position of the Borrower and its Subsidiaries on
the date thereof (subject to year-end adjustments);

(e) as soon as practicable, but in any event within thirty (30) days after
the end of each month in each fiscal year of the Borrower, unaudited monthly
consolidated financial statements of the Borrower and its Subsidiaries for such
month and unaudited monthly consolidating financial statements of the Borrower
and its Subsidiaries for such month, each prepared in accordance with principal
opted accounting principles, together with a ratification by the principal
financial or accounting officer, or the Vice President of Finance, of the
Borrower that the information contained in such financial statements fairly
presents the financial condition of the Borrower and its Subsidiaries on the
date thereof (subject to quarterly and year-end adjustments);

(d) simultaneously with the delivery of the financial statements referred
to in subsections (a) and (b) above, a statement certified by the principal
financial or accounting officer of the Borrower in substantially the form of
Exhibit J hereto and setting forth in reasonable detail computations evidencing
compliance with the covenants contained in Section 13 and (if applicable)
reconciliations to reflect changes in generally accepted accounting principles
since the Balance Sheet Date;

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(e) contemporaneously with the filing or mailing thereof, copies of all
material of a financial nature filed with the Securities and Exchange
Commission or sent to the stockholders of the Borrower;

(f) within ten (10) Business Days after the end of each calendar month or
at such earlier time as the Agents may reasonably request, (i) a Borrowing Base
Report setting forth the Borrowing Base and the Dollar Borrowing Base as at the
end of such calendar month or other date so requested by the Agents, (ii) a
Consigned Precious Metal Report setting forth (A) the amount of Consigned
Precious Metal and Borrower's Precious Metal as of the end of such calendar
month or other date so requested by the Agents, and (B) a calculation of the
Consignment Advance Rate Percentage multiplied by the Fair Market Value of the
sum of (1) Borrower's Precious Metal plus (2) Consigned Precious Metal as of
the end of such calendar month or other date so requested by the Agents, and
(iii) a Monthly Inventory Report, in each case together with supporting
schedules and documentation, with each such Borrowing Base Report and Consigned
Precious Metal Report to be accompanied by a certification by the Vice
President of Finance or the principal financial or accounting officer of the
Borrower that the information contained therein is true and accurate in all
respects;

(g) within thirty (30) days after the end of each calendar month, an
accounts payable aging report;

(h) on or prior to April 30 of each calendar year, projections of the
Borrower and its Subsidiaries updating those projections delivered to the Banks
and referred to in Section 10.4.2 or, if applicable, updating any later such
projections delivered in response to a request pursuant to this Section 11.4(h);

(i) prior to the opening by the Borrower of any new retail store or
distribution center at which Eligible Inventory is to be located, a supplement
to Schedule 2 hereto in the form of Exhibit K hereto, listing any additions or
deletions to the list of retail stores and distribution centers of the Borrower
and its Subsidiaries located in the United States, which supplement, together
with Schedule 2 hereto and any prior supplements, shall be deemed to constitute
Schedule 2 for all purposes of this Credit Agreement;

(j) within forty-five (45) days after the completion of each of the
Borrower's semi-annual central warehouse inventory counts (which inventory
counts may be observed by the Agents or by an independent party acceptable to
the Agents) (i) a report with respect to the results of such inventory count
and (ii) a report with respect to the results of the Borrower's inventory
counts with respect to its retail store locations conducted since the last such
report delivered to the Agents and the Banks, each in form and detail
satisfactory to the Agents and the Banks; and

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(k) from time to time such other financial data and information (including
accountants, management letters) as either Agent or any Bank may reasonably
request.

11.5. Notices.

11.5.1. DEFAULTS. The Borrower will promptly notify each of the Agents and
each of the Banks in writing of the occurrence of any Default or Event of
Default. If any Person shall give any notice or take any other action in
respect of a claimed default (whether or not constituting an Event of Default)
under this Credit Agreement or any other note, evidence of indebtedness,
indenture or other obligation to which or with respect to which the Borrower or
any of its Subsidiaries is a party or obligor, whether as principal, guarantor,
surety or otherwise, the Borrower shall forthwith give written notice thereof
to each of the Agents and each of the Banks, describing the notice or action
and the nature of the claimed default.

11.5.2. ENVIRONMENTAL EVENTS. The Borrower will promptly give notice to
each of the Agents and each of the Banks (a) of any violation of any
Environmental Law that the Borrower or any of its Subsidiaries reports in
writing or is reportable by such Person in writing (or for which any written
report supplemental to any oral report is made) to any federal, state or local
environmental agency and (b) upon becoming aware thereof, of any inquiry,
proceeding, investigation, or other action, including a notice from any agency
of potential environmental liability, of any federal, state or local
environmental agency or board, that has the potential to materially affect the
assets, liabilities, financial conditions or operations of the Borrower or any
of its Subsidiaries, or the Collateral Agent's mortgages, deeds of trust or
security interests pursuant to the Security Documents.

11.5.3. NOTIFICATION OF CLAIM AGAINST COLLATERAL. The Borrower will,
immediately upon becoming aware thereof, notify each of the Collateral Agent,
the Agents and each of the Banks in writing of any setoff, claims (including,
with respect to the Real Estate, environmental claims), withholdings or other
defenses to which any of the Collateral, or the Collateral Agent's rights with
respect to the Collateral, are subject. The Borrower will, immediately upon
becoming aware thereof, notify each of the Collateral Agent, the Agents and
each of the Banks in writing of any proposed sale or transfer of any Permitted
Inventory Location by the owner thereof.

11.5.4. Notice of Litigation and Judgments. The Borrower will, and will
cause each of its Subsidiaries to, give notice to each of the Agents and each
of the Banks in writing within fifteen (15) days of becoming aware of any
litigation or proceedings threatened in writing or any pending litigation and
proceedings affecting the Borrower or any of its Subsidiaries or to which

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the Borrower or any of its Subsidiaries is or becomes a party involving an
uninsured claim against the Borrower or any of its Subsidiaries that could
reasonably be expected to have a materially adverse effect on the Borrower or
any of its Subsidiaries and stating the nature and status of such litigation or
proceedings. The Borrower will, and will cause each of its Subsidiaries to,
give notice to each of the Agents and each of the Banks, in writing, in form
and detail satisfactory to the Agents, within ten (10) days of any judgment not
covered by insurance, final or otherwise, against the Borrower or any of its
Subsidiaries in an amount in excess of $500,000.00.

11.6. CORPORATE EXISTENCE; MAINTENANCE OF PROPERTIES.

(a) The Borrower will do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence, rights and
franchises and those of its Subsidiaries and will not, and will not cause or
permit any of its Subsidiaries to, convert to a limited liability company.

(b) The Borrower (i) will cause all of its properties and those of its
Subsidiaries used or useful in the conduct of its business or the business of
its Subsidiaries to be maintained and kept in good condition, repair and
working order and supplied with all necessary equipment, (ii) will cause to be
made all necessary repairs, renewals, replacements, betterments and
improvements thereof, all as in the judgment of the Borrower may be necessary
so that the business carried on in connection therewith may be properly and
advantageously conducted at all times, and (iii) will, and will cause each of
its Subsidiaries to, continue to engage primarily in the businesses now
conducted by them; provided that nothing in this Section 11.6 shall prevent the
Borrower from discontinuing the operation and maintenance of any of its
properties or any of those of its Subsidiaries if such discontinuance is, in
the judgment of the Borrower, desirable in the conduct of its or their business
and that do not in the aggregate materially adversely affect the business of
the Borrower and its Subsidiaries on a consolidated basis.

11.7. INSURANCE.

(a) The Borrower will, and will cause each of its Subsidiaries to,
maintain with financially sound and reputable insurers insurance with respect
to its properties and business against such casualties and contingencies as
shall be in accordance with the general practices of businesses engaged in
similar activities in similar geographic areas and in amounts, containing such
terms, in such forms and for such periods as may be reasonable and prudent and
in accordance with the terms of the Security Agreement.

(b) Contemporaneously with the execution of this Credit Agreement, and
within fifteen (15) days of any date when any additional or replacement

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insurance coverage is obtained, the Borrower shall, and will cause each
of its Subsidiaries to, deliver to the Agents true copies of certificates
of insurance with respect to such additional insurance or replacement
policies and, upon request and to the extent not previously delivered to
the Agents, copies of the original insurance policies evidencing such
additional or replacement insurance, which certificates and policies (i) in
the case of property and casualty policies, shall contain an endorsement or
rider naming the Collateral Agent, for the benefit of the Collateral Agent,
the Agents and the Banks, as a mortgagee, loss payee and additional
insured, and (ii) in the case of liability policies, shall contain an
endorsement or rider naming the Collateral Agent, for the benefit of the
Collateral Agent, the Agents and the Banks, as an additional insured, with
each such policy providing that such insurance shall not be cancelled or
amended without thirty (30) days prior written notice to the Collateral
Agent, if applicable, and each of the Agents.

11.8. TAXES. The Borrower will, and will cause each of its Subsidiaries
to, duly pay and discharge, or cause to be paid and discharged, before the same
shall become overdue, all taxes, assessments and other governmental charges
imposed upon it and its real properties, sales and activities, or any part
thereof, or upon the income or profits therefrom, as well as all claims for
labor, materials, or supplies that if unpaid might by law become a lien or
charge upon any of its property; provided that any such tax, assessment,
charge, levy or claim need not be paid if the validity or amount thereof shall
currently be contested in good faith by appropriate proceedings and if the
Borrower or such Subsidiary shall have set aside on its books adequate reserves
with respect thereto; and provided further that the Borrower and each
Subsidiary of the Borrower will pay all such taxes, assessments, charges,
levies or claims forthwith upon the commencement of proceedings to foreclose
any lien that may have attached as security therefor.

11.9. INSPECTION OF PROPERTIES AND BOOKS, ETC.

11.9.1. GENERAL The Borrower shall permit the Banks, through the
Agents or any of the Banks' other designated representatives, to visit and
inspect any of the properties of the Borrower or any of its Subsidiaries,
to examine the books of account of the Borrower and its Subsidiaries (and
to make copies thereof and extracts therefrom), to discuss the affairs,
finances and accounts of the Borrower and its Subsidiaries with, and to be
advised as to the same by, its and their officers, and to conduct
examinations and verifications of the components of the Borrowing Base and
the Dollar Borrowing Base, the other assets of the Borrower and its
Subsidiaries and all systems and procedures of the Borrower and its
Subsidiaries, including those relating to cash management and those
relating to gold tracking and valuation, all at such reasonable times and
intervals as either of the Agents or any Bank may reasonably request.

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11.9.2. INVENTORY APPRAISALS. No more frequently than once each
calendar year, or more frequently as determined by the Agents if an Event
of Default shall have occurred and be continuing, upon the request of the
Agents, the Borrower will obtain and deliver to the Agents a report of an
independent collateral auditor or appraiser satisfactory to the Agents
(which may be affiliated with one of the Banks) with respect to the
inventory components included in the Borrowing Base and the Dollar
Borrowing Base and the amounts of Borrower's Precious Metal and Consigned
Precious Metal held by the Borrower, which report shall indicate (a)
whether or not the information set forth in the Borrowing Base Report and
the Consigned Precious Metal Report most recently delivered is accurate and
complete in all material respects based upon a review by such auditors of
the inventory (including verification as to the value, location and
respective types) or (b) in the case of an appraisal report by a collateral
appraiser, shall state the then current fair market value, orderly
liquidation and forced liquidation values of all or any portion of the
inventory owned by the Borrower and its Subsidiaries and of the Borrower's
Precious Metal and Consigned Precious Metal.

11.9.3. APPRAISALS. If an Event of Default shall have occurred and be
continuing, upon the request of the Agents, the Borrower will obtain and
deliver to the Agents appraisal reports in form and substance and from
appraisers satisfactory to the Agents, stating (i) the then current fair
market, orderly liquidation and forced liquidation values of all or any
portion of the equipment or real estate owned by the Borrower or any of its
Subsidiaries and (ii) the then current business value of each of the
Borrower and its Subsidiaries. All such appraisals shall be conducted and
made at the expense of the Borrower.

11.9.4. COMMUNICATIONS WITH ACCOUNTANTS. The Borrower authorizes the
Agents and, if accompanied by the Agents, the Banks to communicate directly
with the Borrower's independent certified public accountants and authorizes
such accountants to disclose to the Agents and the Banks any and all
financial statements and other supporting financial documents and schedules
including copies of any management letter with respect to the business,
financial condition and other affairs of the Borrower or any of its
Subsidiaries. At the request of the Agents, the Borrower shall deliver a
letter addressed to such accountants instructing them to comply with the
provisions of this Section 11.9.4

11.10. COMPLIANCE WITH LAWS, CONTRACTS, LICENSES, AND PERMITS. The
Borrower will, and will cause each of its subsidiaries to, comply with (a) the
applicable laws and regulations wherever its business is conducted, including
all Environmental Laws, except where the failure to so comply would not
reasonably be expected to have a materially adverse effect either individually
or in the aggregate

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upon the business, assets or financial condition of the Borrower or any of its
Subsidiaries, (b) the provisions of its charter documents and by-laws, (c) all
agreements and instruments by which it or any of its properties may be bound,
except where the failure to so comply would not reasonably be expected to have
a materially adverse effect either individually or in the aggregate upon the
business, assets or financial condition of the Borrower or any of its
Subsidiaries, and (d) all applicable decrees, orders, and judgments. If any
authorization, consent, approval, permit or license from any officer, agency or
instrumentality of any government shall become necessary or required in order
that the Borrower or any of its Subsidiaries may fulfill any of its obligations
hereunder or any of the other Loan Documents to which the Borrower or such
Subsidiary is a party, the Borrower will, or (as the case may be) will cause
such Subsidiary to, immediately take or cause to be taken all reasonable steps
within the power of the Borrower or such Subsidiary to obtain such
authorization, consent, approval, permit or license and furnish the Agents and
the Banks with evidence thereof.

11.11. EMPLOYEE BENEFIT PLANS. The Borrower will (a) promptly upon filing
the same with the Department of Labor or Internal Revenue Service upon request
of the Agents, furnish to each of the Agents a copy of the most recent actuarial
statement required to be submitted under Section 103(d) of ERISA and Annual
Report, Form 5500, with all required attachments, in respect of each Guaranteed
Pension Plan and (b) promptly upon receipt or dispatch, furnish to each of the
Agents any notice, report or demand sent or received in respect of a Guaranteed
Pension Plan under Sections 302, 4041, 4042, 4043, 4063, 4066 and 4068 of ERISA,
or in respect of a Multiemployer Plan, under Sections 4041A, 4202, 4219, 4242,
or 4245 of ERISA.

11.12. USE OF PROCEEDS. The Borrower will use the proceeds of the Loans
and the Purchases and Consignments solely for refinancing certain existing
indebtedness of the Borrower and for working capital and general corporate
purposes. The Borrower will obtain Letters of Credit solely for working capital
and general corporate purposes.

11.13. ADDITIONAL MORTGAGED PROPERTY. If, after the closing date, the
Borrower or any of its Subsidiaries acquires or leases for a term in excess of
five (5) years real estate used as a manufacturing or warehouse facility, the
Borrower shall notify the Agents promptly thereof, and upon the request of the
Lenders, the Borrower shall, or shall cause such Subsidiary to, forthwith
deliver to the Collateral Agent a fully executed mortgage or deed of trust over
such real estate, in form and substance satisfactory to the Collateral Agent
and the Agents, together with title insurance policies, surveys, evidences of
insurances with the Collateral Agent named as loss payee and additional
insured, legal opinions and other documents and certificates with respect to
such real estate as shall be reasonably satisfactory to the Collateral Agent
and the Agents. The Borrower further agrees that, following the taking of such
actions with respect to such real estate, the Collateral Agent shall have

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for the benefit of the Banks, the Agents and the Collateral Agent a valid and
enforceable first priority mortgage or deed of trust over such real estate,
free and clear of all defects and encumbrances except for Permitted Liens.

11.14. BANK ACCOUNTS.

(a) On or prior to the Closing Date, the Borrower will, and
will cause each of its Subsidiaries to, (i) establish depository
accounts (the "FNBB Concentration Accounts") under the control of the
Dollar Agent for the benefit of the Banks and the Agents, in the name
of the Borrower, (ii) direct all depository institutions with Store
Accounts to cause all funds in excess of $1,000 held in each such Store
Account to be transferred no less frequently than twice each week, and
in any event within one Business Day following any day during which the
Borrower has knowledge that the amounts in any such Store Account are
in excess $10,000, to, and only to Concentration Banks, (iii) direct
all Concentration Banks (other than FNBB) to cause all funds of the
Borrower and its Subsidiaries held in such Concentration Banks to be
transferred daily to, and only to, the FNBB Concentration Account or
such other location as the Dollar Agent shall designate, (iv) cause all
proceeds of Accounts Receivable of the Borrower to be deposited only
into depository accounts with financial institutions which have entered
into Agency Account Agreements, and (v) except for amounts in any Store
Account which are less than $1,000, at all times ensure that, within
five (5) days following the Borrower's or any of its Subsidiaries'
receipt of any cash or cash equivalents or any other proceeds of
Collateral, all such amounts shall have been deposited in the FNBB
Concentration Accounts.

(b) The Borrower will, and will cause each of its Subsidiaries
to, use its best efforts to obtain Agency Account Agreements (whereby
such depository institution shall, among other things, waive any right
to set-off, other than for service charges and returns incurred in
connection therewith) from each depository institution at which a Store
Account is located.

(c) The Borrower hereby agrees that all amounts belonging to
the Borrower and received by the Dollar Agent in the FNBB Concentration
Account will be the sole and exclusive property of the Collateral
Agent, for the accounts of the Banks and the Agents, to be applied in
accordance with (i) Section 8.8(c) prior to the occurrence of an Event
of Default and (ii) Section 8.9 after the occurrence and during the
continuance of a Default or an Event of Default.

11.15. INVENTORY RESTRICTIONS. The Borrower shall cause, and shall cause
each of its Subsidiaries to cause, Consigned Precious Metal and all Eligible
Inventory to be located at all times solely at Permitted Inventory Locations,
and to be sold or otherwise disposed of in the ordinary course of the
Borrower's or such Subsidiary's

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business, consistent with past practices or as required pursuant to the terms
of this Credit Agreement.

11.16. PRIVATE LABEL CREDIT CARD PROGRAM. The Borrower will maintain in
effect at all times credit programs provided by Persons other than the Borrower
and its Subsidiaries which (a) are non-recourse to the Borrower and its
Subsidiaries and (b) during any period of four consecutive fiscal quarters of
the Borrower, are used to finance not less than twenty-five percent (25%) of
the Borrower's gross sales during such period of four consecutive fiscal
quarters.

11.17. FURTHER ASSURANCES. The Borrower will, and will cause each of its
Subsidiaries to, cooperate with the Banks, the Collateral Agent and the Agents
and execute such further instruments and documents as any of the Banks, the
Collateral Agent or the Agents shall reasonably request to carry out to their
satisfaction the transactions contemplated by this Credit Agreement and the
other Loan Documents.

12. CERTAIN NEGATIVE COVENANTS OF THE BORROWER.

12.1. RESTRICTIONS ON INDEBTEDNESS. The Borrower will not, and will not
permit any of its Subsidiaries to, create, incur, assume, guarantee or be or
remain liable, contingently or otherwise, with respect to any Indebtedness
other than:

(a) Indebtedness to the Banks, the Agents and the Collateral Agent
arising under any of the Loan Documents;

(b) current liabilities of the Borrower or such Subsidiary incurred in
the ordinary course of business not incurred through (i) the borrowing of
money, or (ii) the obtaining of credit except for credit on an open
account basis customarily extended and in fact extended in connection with
normal purchases of goods and services;

(c) Indebtedness in respect of taxes, assessments, governmental charges
or levies and claims for labor, materials and supplies to the extent that
payment therefor shall not at the time be required to be made in
accordance with the provisions of Section 11.8;

(d) Indebtedness in respect of judgments or awards that have been in
force for less than the applicable period for taking an appeal so long as
execution is not levied thereunder or in respect of which the Borrower or
such

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Subsidiary shall at the time in good faith be prosecuting an appeal or
proceedings for review and in respect of which a stay of execution shall
have been obtained pending such appeal or review;

(e) endorsements for collection, deposit or negotiation and warranties
of products or services, in each case incurred in the ordinary course of
business;

(f) Indebtedness evidenced by the Senior Subordinated Notes;

(g) Indebtedness existing on the date hereof and listed and described
on Schedule 12.1 hereto;

(h) Indebtedness owed by the Borrower or any of its Subsidiaries to
trade vendors, in the amount of the cost to the Borrower or such
Subsidiary of inventory held on consignment from such trade vendors; and

(i) Indebtedness of the Borrower and its Subsidiaries other than that
permitted elsewhere in this Section 12.1 in an aggregate principal amount
not to exceed $5,000,000.00 at any time outstanding.

12.2. RESTRICTIONS ON LIENS. The Borrower will not, and will not permit
any of its Subsidiaries to, (i) create or incur or suffer to be created or
incurred or to exist any lien, encumbrance, mortgage, pledge, charge,
restriction or other security interest of any kind upon any of its property or
assets of any character whether now owned or hereafter acquired, or upon the
income or profits therefrom; (ii) transfer any of such property or assets or
the income or profits therefrom for the purpose of subjecting the same to the
payment of indebtedness or performance of any other obligation in priority to
payment of its general creditors; (iii) acquire, or agree or have an option to
acquire, any property or assets upon conditional sale or other title retention
or purchase money security agreement, device or arrangement; (iv) suffer to
exist for a period of more than thirty (30) days after the same shall have been
incurred any indebtedness or claim or demand against it that if unpaid might by
law or upon bankruptcy or insolvency, or otherwise, be given any priority
whatsoever over its general creditors; or (v) sell, assign, pledge or otherwise
transfer any accounts, contract rights, general intangibles, chattel paper or
instruments, with or without recourse; provided that the Borrower and any
Subsidiary of the Borrower may create or incur or suffer to be created or
incurred or to exist:

(a) liens in favor of the Borrower on all or part of the assets of
Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries
of the Borrower to the Borrower;

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(b) liens to secure taxes, assessments and other government charges in
respect of obligations not overdue or liens on properties to secure claims
for labor, material or supplies in respect of obligations not overdue;

(c) deposits or pledges made in connection with, or to secure payment
of, workmen's compensation, unemployment insurance, old age pensions or
other social security obligations;

(d) liens on properties in respect of judgments or awards, the
indebtedness with respect to which is permitted by Section 12.1(d);

(e) liens of carriers, warehouse men, mechanics and materialmen, and
other like liens on properties, in existence less than 120 days from the
date of creation thereof in respect of obligations not overdue;

(f) encumbrances on Real Estate consisting of easements, rights of way,
zoning restrictions, restrictions on the use of real property and defects
and irregularities in the title thereto, landlord's or lessor's liens
under leases to which the Borrower or a Subsidiary of the Borrower is a
party, and other minor liens or encumbrances none of which in the opinion
of the Borrower interferes materially with the use of the property
affected in the ordinary conduct of the business of the Borrower and its
Subsidiaries, which defects do not individually or in the aggregate have a
materially adverse effect on the business of the Borrower individually or
of the Borrower and its Subsidiaries on a consolidated basis;

(g) liens existing on the date hereof and listed on Schedule 12.2
hereto;

(h) purchase money security interests in or purchase money mortgages on
real or personal property acquired after the date hereof to secure
purchase money Indebtedness in an amount permitted by Section 12.1(i),
incurred in connection with the acquisition of such property, which
security interests or mortgages cover only the real or personal property
so acquired;

(i) liens in favor of the Collateral Agent, for the benefit of the
Banks, the Agents and the Collateral Agent, under the Loan Documents; and

(j) liens on inventory and proceeds thereof (up to the cost thereof to
the Borrower or such Subsidiary) held on consignment from trade vendors
securing obligations to return or pay the purchase price of such
inventory.

12.3. RESTRICTIONS ON INVESTMENTS. The Borrower will not, and will not
permit any of its Subsidiaries to, make or permit to exist or to remain
outstanding any Investment except Investments in:

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(a) marketable direct or guaranteed obligations of the United States of
America that mature within one (1) year from the date of purchase by the
Borrower or such Subsidiary;

(b) demand deposits, certificates of deposit, bankers acceptances and
time deposits of United States banks having total assets in excess of
$1,000,000,000;

(c) securities commonly known as "commercial paper" issued by a
corporation organized and existing under the laws of the United States of
America or any state thereof that at the time of purchase have been rated
and the ratings for which are not less than "P 1" if rated by Xxxxx'x
Investors Services, Inc., and not less than "A 1" if rated by Standard and
Poor's;

(d) Investments existing on the date hereof and listed on Schedule 12.3
hereto; and

(e) Investments consisting of loans, advances or guaranties to or for
the benefit of employees in the ordinary course of business not to exceed
$250,000.00 in the aggregate at any time outstanding;

provided, however, that, with the exception of demand deposits referred to in
Section 12.3(b) and loans and advances referred to in Section 12.3(e), such
Investments will be considered Investments permitted by this Section 12.3 only
if all actions have been taken to the satisfaction of the Agents and the
Collateral Agent to provide to the Collateral Agent, for the benefit of the
Banks, the Agents and the Collateral Agent, a first priority perfected security
interest in all of such Investments free of all encumbrances other than
Permitted Liens.

12.4. DISTRIBUTIONS. The Borrower will not make any Distributions except
for repurchases of the Borrower's Class B common stock in an aggregate amount
not to exceed $150,000 for all such repurchases.

12.5. MERGER, CONSOLIDATION AND DISPOSITION OF ASSETS.

12.5.1. MERGERS AND ACQUISITIONS. The Borrower will not, and will not
permit any of its Subsidiaries to, become a party to any merger or
consolidation, or agree to or effect any asset acquisition or stock
acquisition (other than the acquisition of assets in the ordinary course
of business consistent with past practices) except the merger or
consolidation of one or more of the Subsidiaries of the Borrower with and
into the Borrower, or the merger or consolidation of two or more
Subsidiaries of the Borrower.

12.5.2. DISPOSITION OF ASSETS. The Borrower will not, and will not
permit any of its Subsidiaries to, become a party to or agree to or effect
any

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disposition of assets, other than the disposition of (a) inventory in the
ordinary course of business, consistent with past practices, (b)
inventory, equipment, fixtures and leasehold interests of the Borrower in
connection with the sale by the Borrower in the ordinary course of
business of any retail store locations, (c) obsolete equipment in
connection with the replacement thereof provided that such assets shall
not have an aggregate value in excess of $750,000.00 for all such sales
occurring in any fiscal year, and (d) other assets pursuant to sale
transactions or sale and leaseback transactions provided that such assets
so sold or sold and leased back by the Borrower or such Subsidiary shall
not have an aggregate value in excess of $500,000.00 for all such sale and
sale and leaseback transactions occurring in any fiscal year.

12.6. SALE AND LEASEBACK. The Borrower will not, and will not permit any
of its Subsidiaries to, enter into any arrangement, directly or indirectly,
whereby the Borrower or any Subsidiary of the Borrower shall sell or transfer
any property owned by it in order then or thereafter to lease such property or
lease other property that the Borrower or any Subsidiary of the Borrower
intends to use for substantially the same purpose as the property being sold or
transferred except for sale and leaseback transactions permitted by Section
12.5(d) above.

12.7. COMPLIANCE WITH ENVIRONMENTAL LAWS. The Borrower will not, and will
not permit any of its Subsidiaries to, (a) use any of the Real Estate or any
portion thereof for the handling, processing, storage or disposal of hazardous
substances, (b) cause or permit to be located on any of the Real Estate any
underground tank or other underground storage receptacle for hazardous
substances, (c) generate any hazardous substances on any of the Real Estate,
(d) conduct any activity at any Real Estate or use any Real Estate in any
manner so as to cause a release (i.e. releasing, spilling, leaking, pumping,
pouring, emitting, emptying, discharging, injecting, escaping, leaching,
disposing or dumping) or threatened release of hazardous substances on, upon or
into the Real Estate or (e) otherwise conduct any activity at any Real Estate
or use any Real Estate in any manner that would violate any Environmental Law
or bring such Real Estate in violation of any Environmental Law, where, in the
case of any such violation described in this clause (e), such violation could
reasonably be expected to have a materially adverse effect, either individually
or in the aggregate, upon the business, assets or financial condition of the
Borrower or any of its Subsidiaries.

12.8. INDENTURES. The Borrower will not amend, supplement or otherwise
modify the terms of the Indentures or any of the Senior Subordinated Notes or
prepay, redeem, cause the defeasance of or repurchase any of the Senior
Subordinated Notes; provided, however, the Borrower may amend or modify the
Senior Subordinated Notes or refinance, refund or replace the Senior
Subordinated Notes with new notes (any such amended, modified or new notes
resulting from any such amendment, modification, refinancing, refunding or
replacement being herein

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referred to as the "New Notes") so long as (a) such New Notes are on
substantially identical terms as the Senior Subordinated Notes (including
without limitation, terms relating to subordination and covenants), provided
that such New Notes may have a longer maturity, lower interest rates, less
restrictive covenants, slower sinking fund payments and lower prepayment
premiums and (b) the Agents shall have reviewed such New Notes prior to their
issuance. The Borrower will not pay any interest in cash on the Senior
Subordinated Notes in excess of fifteen percent (15%) per annum in the
aggregate with any interest in excess of fifteen percent (15%) per annum to be
payable only in Senior Subordinated Notes.

12.9. EMPLOYEE BENEFIT PLANS. Neither the Borrower nor any ERISA Affiliate
will

(a) engage in any non-exempt "prohibited transaction" within the
meaning of Section 406 of ERISA or Section 4975 of the Code which could
reasonably be expected to result in a material liability for the Borrower
or any of its Subsidiaries; or

(b) permit any Guaranteed Pension Plan to incur an "accumulated funding
deficiency", as such term is defined in Section 302 of ERISA, whether or
not such deficiency is or may be waived; or

(c) fail to contribute to any Guaranteed Pension Plan to an extent
which, or terminate any Guaranteed Pension Plan in a manner which, could
reasonably be expected to result in the imposition of a lien or
encumbrance on the assets of the Borrower or any of its Subsidiaries
pursuant to Section 302(f) or Section 4068 of ERISA; or

(d) permit or take any action which would result in the aggregate
benefit liabilities (with the meaning of Section 4001 of ERISA) of all
Guaranteed Pension Plans exceeding the value of the aggregate assets of
such Plans, disregarding for this purpose the benefit liabilities and
assets of any such Plan with assets in excess of benefit liabilities, by
more than the amount set forth in Section 10.16.3.

12.10. BANK ACCOUNTS. The Borrower will not, and will not permit any of
its Subsidiaries to, (a) establish any bank accounts other than those listed on
Schedule 10.20 (as such may be amended from time to time to include those
depository institutions acceptable to the Agents which have executed and
delivered Agent Agency Account Agreements in the form of Exhibit A hereto)
without the Agents' prior written consent, (b) violate directly or indirectly
any bank agency or lock box agreement in favor of the Collateral Agent for the
benefit of the Banks, the Agents and the Collateral Agent with respect to such
account.

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12.11. CONSIGNMENT TRANSACTIONS. Except pursuant to this Credit Agreement,
the Borrower will not, nor will the Borrower permit or suffer any of its
Subsidiaries to, enter into any consignment transactions, including
consignments of Precious Metal; provided, that the Borrower or its Subsidiaries
may enter into arrangements for consignments of inventory from vendors in the
ordinary course of business, consistent with past practices.

12.12. TRANSACTIONS WITH AFFILIATES. Except for transactions which are
described on Schedule 10.15 hereto, the Borrower will not, nor will the
Borrower permit or suffer any of its Subsidiaries to, conduct any transactions
among themselves or with any Affiliates of the Borrower, other than
transactions in the ordinary course of the Borrower's or such Subsidiary's
business, consistent with past practices, and upon terms not materially less
favorable to such Borrower or Subsidiary than it could obtain in a comparable
arm's-length transaction with a party other than the Borrower, such Subsidiary
or such Affiliate.

12.13. SUBSIDIARIES. The Borrower will not create any Subsidiaries.

13. FINANCIAL COVENANTS OF THE BORROWER.

13.1. TOTAL FUNDED DEBT TO EBITDA. The Borrower will not permit the ratio
of Consolidated Total Funded Debt for any fiscal quarter ending on any date set
forth in the table below to Consolidated EBITDA for the period of four
consecutive fiscal quarters ending on such date in such table to exceed the
ratio set forth opposite such date in such table:

Fiscal Quarter
Ending Date RATIO
-------------- -----
1/31/97 4.4:1.0
4/30/97 4.4:1.0
7/31/97 4.3:1.0
10/31/97 4.2:1.0
1/31/98 4.0:1.0
4/30/98 3.8:1.0
7/31/98 3.6:1.0
10/31/98 3.5:1.0
1/31/99 3.2:1.0
4/30/99 3.2:1.0
7/31/99 3.1:1.0

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10/31/99
and thereafter 3.0:1.0

13.2. CAPITAL EXPENDITURES. The Borrower will not make, or permit any
Subsidiary of the Borrower to make, Capital Expenditures during any fiscal year
set forth in the table below that exceed, in the aggregate, the amount set
forth opposite such fiscal year in such table; provided, however, that, if
during any such fiscal year set forth below the amount of Capital Expenditures
permitted for that fiscal year is not so utilized, a portion of such unutilized
amount not to exceed $1,500,000 may be utilized in the next succeeding fiscal
year set forth below but not in any subsequent fiscal year; provided further,
that in no event shall the amount carried forward from any prior fiscal years
ever exceed $1,500,000 for any such fiscal year set forth below.

Fiscal Year Amount

2/1/96 - 1/31/97 $ 6,500,000
2/1/97 - 1/31/98 $ 8,500,000
2/1/98 - 1/31/99 $10,500,000
2/1/99 - 1/31/00 $11,500,000
2/1/00 - 1/31/01 $11,500,000
2/1/01 - Maturity Date $ 3,500,000

13.3. CONSOLIDATED TANGIBLE NET WORTH. The Borrower will not permit
Consolidated Tangible Net Worth at any time during any fiscal year ending on
any date set forth in the table below to be less than the amount set forth
opposite such date in such table.

Fiscal Year
Ending Date Amount

1/31/97 ($ 5,000,000)
1/31/98 $1
1/31/99 $10,000,000
1/31/00 $20,000,000
1/31/01 $30,000,000

13.4. FIXED CHARGE COVERAGE RATIO. The Borrower will not permit, for any
period of four consecutive fiscal quarters ending on any date set forth in the
table below, the ratio of (a) the sum of (i) Consolidated EBITDA for such
period plus (ii) Consolidated Minimum Store Rent for such period to (b) the sum
of (i) Consolidated Minimum Store Rent for such period plus (ii) Consolidated
Cash Interest Expense for such period, to be less than the ratio set forth
opposite such date in such table:

Date Ratio

1/31/97 1.5:1.0
4/30/97 1.5:1.0
7/31/97 1.5:1.0
10/31/97 1.5:1.0

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1/31/98 1.7:1.0
4/30/98 1.7:1.0
7/31/98 1.7:1.0
10/31/98 1.7:1.0
1/31/99 1.9:1.0
4/30/99 1.9:1.0
7/31/99 1.9:1.0
10/31/99 1.9:1.0
1/31/00
and thereafter 2.0:1.0

13.5. CONSOLIDATED EBITDA. The Borrower will not permit Consolidated
EBITDA in the aggregate for any period of two consecutive fiscal quarters
ending on July 31 and October 31 of each fiscal year to be less than
$1,500,000.

14. CLOSING CONDITIONS.

The obligations of the Applicable Banks to make the initial Revolving
Credit Loans, the initial Gold Loans, the initial Purchases and Consignments
and the Term Loan and of the Dollar Agent to issue any initial Letters of
Credit shall be subject to the satisfaction of the following conditions
precedent on or prior to May 10, 1996:

14.1. LOAN DOCUMENTS, ETC. Each of the Loan Documents shall have been duly
executed and delivered by the respective parties thereto, shall be in full
force and effect and shall be in form and substance satisfactory to each of the
Banks. Each Bank shall have received a fully executed copy of each such
document.

14.2. CERTIFIED COPIES OF CHARTER DOCUMENTS. Each of the Banks shall have
received from the Borrower and each of its Subsidiaries a copy, certified by a
duly authorized officer of such Person to be true and complete on the Closing
Date, of each of (a) its charter or other incorporation documents as in effect
on such date of certification, and (b) its by-laws as in effect on such date.

14.3. CORPORATE, ACTION. All corporate action necessary for the valid
execution, delivery and performance by the Borrower and each of its
Subsidiaries of this Credit Agreement and the other Loan Documents to which it
is or is to become a party shall have been duly and effectively taken, and
evidence thereof satisfactory to the Banks shall have been provided to each of
the Banks.

14.4. INCUMBENCY CERTIFICATE. Each of the Banks shall have received from
the Borrower and each of its Subsidiaries an incumbency certificate, dated as
of the Closing Date, signed by a duly authorized officer of the Borrower or
such Subsidiary, and giving the name and bearing a specimen signature of each
individual who shall be authorized: (a) to sign, in the name and on behalf of
each of the Borrower of such Subsidiary, each of the Loan Documents to which
the Borrower or such Subsidiary is or is to become a party; (b) in the case of
the Borrower, to make Loan Requests,

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Xxxxxxxx and Consignment Requests, Conversion Requests and Consignment
Conversion Requests and to apply for Letters of Credit; and (c) to give notices
and to take other action on its behalf under the Loan Documents.

14.5. VALIDITY OF LIENS. The Security Documents shall be effective to
create in favor of the Collateral Agent a legal, valid and enforceable first
(except for Permitted Liens entitled to priority under applicable law) security
interest in and lien upon the Collateral. All filings, recordings, deliveries
of instruments and other actions necessary or desirable in the opinion of the
Collateral Agent and the Agents to protect and preserve such security interests
shall have been duly effected including, without limitation, all notices
required to be filed under Section 9-114 or Section 9-312(3) of the Uniform
Commercial Code in effect in the Commonwealth of Massachusetts or any then
applicable jurisdiction. The Collateral Agent shall have received evidence
thereof in form and substance satisfactory to the Collateral Agent, the Agent
and the Banks.

14.6. PERFECTION CERTIFICATE AND UCC SEARCH RESULTS. The Collateral Agent
shall have received from the Borrower a completed and fully executed Perfection
Certificate and the results of current UCC searches with respect to the
Collateral, indicating no liens other than Permitted Liens and otherwise in
form and substance satisfactory to the Collateral Agent, the Agent and the
Banks. The Agents shall have received and shall be satisfied with the form and
substance of all consignment financing statements filed or to be filed on
behalf of trade vendors as consignors.

14.7. CERTIFICATES OF INSURANCE. The Agents shall have received (a) a
certificate of insurance from an independent insurance broker dated as of the
Closing Date, identifying insurers, types of insurance, insurance limits, and
policy terms, and otherwise describing the insurance obtained in accordance
with the provisions of the Security Agreement and (b) certified copies of all
policies evidencing such insurance (or certificates therefore signed by the
insurer or an agent authorized to bind the insurer).

14.8. FNBB CONCENTRATION ACCOUNTS; AGENCY ACCOUNT AGREEMENTS. The Borrower
shall have established the FNBB Concentration Accounts, and the Agents shall
have received an Agency Account Agreement, in form and substance satisfactory
to the Agents, from (a) each Concentration Bank (other than FNBB) and (b) each
other bank at which the Borrower maintains depository accounts into which
proceeds of Accounts Receivable of the Borrower are deposited, in each case
concerning the Collateral Agent's interest for the benefit of the Banks, the
Agents and the Collateral Agent, in the depository accounts maintained by the
Borrower with such Concentration Banks or, as the case may be, such other
banks.

14.9. BORROWING BASE REPORT: CONSIGNED PRECIOUS METAL REPORT: MONTHLY
INVENTORY REPORT. The Agents shall have received from the Borrower the

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initial Borrowing Base Report, the initial Consigned Precious Metal Report, and
the initial Monthly Inventory Report, each dated as of the Closing Date.

14.10. ACCOUNTS PAYABLE AGING REPORT. The Agents shall have received from
the Borrower the most recent accounts payable aging report of the Borrower
dated as of a date which shall be no more than fifteen (15) days prior to the
Closing Date and the Borrower shall have notified the Agents in writing on the
Closing Date of any material deviation from the accounts payable values
reflected in such accounts payable aging report and shall have provided the
Agents with such supplementary documentation as the Agents may reasonably
request.

14.11. OPINION OF COUNSEL. Each of the Banks and the Agents shall have
received a favorable legal opinion addressed to the Banks and the Agents, dated
as of the Closing Date, in form and substance satisfactory to the Banks and the
Agents, from Sidley & Austin, counsel to the Borrower and its Subsidiaries.

14.12. PAYMENT OF FEES. The Borrower shall have paid to the Banks or the
Agents, as appropriate, the closing fee, and the Agents' fee pursuant to
Sections 8.10 and 8.11.

14.13. PAYOFF LETTERS. The Agents shall have received a payoff letter from
Citibank, N.A., as agent for the lenders under the Borrower's existing working
capital credit facility, indicating the amount of the loan obligations of the
Borrower to such lenders to be discharged on the Closing Date and an
acknowledgment by Citibank, N.A. that upon receipt of such funds it will
forthwith execute and deliver to the Agents for filing all termination
statements and take such other actions as may be necessary to discharge all
mortgages, deeds of trust and security interests granted by the Borrower in
favor of Citibank, N.A., as agent for such lenders. The Agents shall also have
received payoff letters from each of the following Persons, in each case
indicating the amount of the obligations of the Borrower to such Persons to be
discharged on the Closing Date: (a) Teachers' Retirement System of the State of
Illinois ("Teachers") pursuant to that certain Note and Warrant Purchase
Agreement between the Borrower and Teachers, dated as of November 6, 1989 and
that certain Amended and Restated Note dated November 6, 1989 payable to EMP &
Co.; and (b) Frontenac Diversified III Limited Partnership ("Diversified")
pursuant to that certain Term Loan Agreement between the Borrower and
Diversified dated March 5, 1993, that certain Promissory Note of the Borrower
dated June 3, 1993 and that certain Promissory Note of the Borrower dated July
21, 1993, each payable to Diversified.

14.14. TERMS OF CONSIGNMENT. Each of the Agents and each of the Banks
shall be satisfied with the terms of all consignment, leasing, "lay away" and
purchase and sale arrangements of the Borrower and each of its Subsidiaries.

14.15. CONSUMMATION OF PUBLIC OFFERING AND SENIOR SUBORDINATED NOTE
ISSUANCE. The Borrower shall have consummated the initial public offering of its

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common stock, and such initial public offering shall have yielded net cash
proceeds to the Borrower in an aggregate amount not less than $34,000,000. The
Borrower shall have issued the Senior Subordinated Notes, and such issuance
shall have yielded net cash proceeds to the Borrower in an aggregate amount,
when combined with the net cash proceeds received by the Borrower in connection
with the initial public offering described above, not less than $57,000,000.
The Senior Subordinated Notes shall have been issued on terms and conditions
satisfactory in all respects to the Agents and the Banks.

14.16. FINANCIAL STATEMENTS. The Agents and the Banks shall have received
the financial statements required to be delivered to them by Section 10.4.

14.17. RESTRUCTURING OF ESOP. The Borrower shall have provided evidence
satisfactory to the Agents of the restructuring of its existing employee stock
option plan on terms satisfactory in form and substance to the Agents and the
Banks.

15. CONDITIONS TO ALL BORROWINGS.

The obligations of the Applicable Banks to make any Loans, including the
initial Revolving Credit Loans, Gold Loans and the Term Loan, or any Purchases
and Consignments, including the initial Purchases and Consignments, and of the
Dollar Agent to issue, extend or renew any Letter of Credit, in each case
whether on or after the Closing Date, shall also be subject to the satisfaction
of the following conditions precedent:

15.1. REPRESENTATIONS TRUE: NO EVENT OF DEFAULT. Each of the
representations and warranties of any of the Borrower and its Subsidiaries
contained in this Credit Agreement, the other Loan Documents or in any document
or instrument delivered pursuant to or in connection with this Credit Agreement
shall be true as of the date as of which they were made and shall also be true
at and as of the time of the making of such Loan or Purchase and Consignment or
the issuance, extension or renewal of such Letter of Credit, with the same
effect as if made at and as of that time (except to the extent of changes
resulting from transactions contemplated or permitted by this Credit Agreement
and the other Loan Documents and changes occurring in the ordinary course of
business that singly or in the aggregate are not materially adverse, and to the
extent that such representations and warranties relate expressly to an earlier
date) and no Default or Event of Default shall have occurred and be continuing.

15.2. NO LEGAL IMPEDIMENT. No change shall have occurred in any law or
regulations thereunder or interpretations thereof that in the reasonable
opinion of any Bank would make it illegal for such Bank to make such Loan or
Purchase and Consignment or to participate in the issuance, extension or
renewal of such Letter of Credit or in the reasonable opinion of the Dollar
Agent would make it illegal for the Dollar Agent to issue, extend or renew such
Letter of Credit.

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15.3. GOVERNMENT REGULATIONS. Each Bank shall have received such statements
in substance and form reasonably satisfactory to such Bank as such Bank shall
require for the purpose of compliance with any appealable regulations of the
Comptroller of the Currency or the Board of Governors of the Federal Reserve
System.

15.4. PROCEEDINGS AND DOCUMENTS. All proceedings in connection with the
transactions contemplated by this Credit Agreement, the other Loan Documents and
all other documents incident thereto shall be satisfactory in substance and in
form to the Banks and to the Agents and the Agents' Special Counsel, and the
Banks, the Agents and such counsel shall have received all information and such
counterpart originals or certified or other copies of such documents as the
Agents or such Banks may reasonably request.

15.5. BORROWING BASE REPORT; CONSIGNED PRECIOUS METAL REPORT. The Agents
and the Banks shall have received the most recent Borrowing Base Report
required to be delivered to the Agents and the Banks in accordance with Section
11.4(f) and the most recent Consigned Precious Metal Report required to be
delivered to the Agents and the Banks in accordance with Section 11.4(f), and
if requested by the Applicable Agent, a Borrowing Base Report or, as the case
may be, a Consigned Precious Metal Report, dated within five (5) days of the
Drawdown Date or, as the case may be, the Gold Drawdown Date of such Loan or
such Purchase and Consignment or of the date of issuance, extension or renewal
of such Letter of Credit.

16. EVENTS OF DEFAULT; ACCELERATION; ETC.

16.1. EVENTS OF DEFAULT AND ACCELERATION. If any of the following events
("Events of Default" or, if the giving of notice or the lapse of time or both
is required, then, prior to such notice or lapse of time, "Defaults") shall
occur:

(a) the Borrower shall fail to pay any principal of the Loans or any
Reimbursement Obligation or fail to purchase and pay for or Redeliver
Consigned Precious Metal when the same shall become due and payable or
required, whether at the stated date of maturity or any accelerated
date of maturity or at any other date fixed for payment or Redelivery;

(b) the Borrower or any of its Subsidiaries (i) shall fail to pay any
interest on the Loans or Consignment Fees on Consigned Precious Metal
(A) within one (1) day following the date when the same shall become
due and payable, other than at the stated date of maturity or any
accelerated date of maturity or (B) when the same shall become due and
payable at the stated date of maturity or any accelerated date of
maturity, or (ii) shall fail to pay the commitment fees, any Letter of
Credit Fee, the Agents' fee, or other sums due hereunder or under any
of the other Loan Documents, when the same shall

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become due and payable, whether at the stated date of maturity or any
accelerated date of maturity or at any other date fixed for payment;

(c) the Borrower shall fail to comply with any of its covenants
contained in Section 11 (other than Sections 11.6(b), 11.13 and
11.17), 12 or 13;

(d) the Borrower or any of its Subsidiaries shall fail to perform
any term, covenant or agreement contained herein or in any of the other
Loan Documents (other than those specified elsewhere in this Section
16.1) for fifteen (15) days after written notice of such failure has
been given to the Borrower by the Agents;

(e) any representation or warranty of the Borrower or any of its
Subsidiaries in this Credit Agreement or any of the other Loan
Documents or in any other document or instrument delivered pursuant to
or in connection with this Credit Agreement shall prove to have been
false in any material respect upon the date when made or deemed to have
been made or repeated;

(f) the Borrower or any of its Subsidiaries shall (i) fail to pay
at maturity, or within any applicable period of grace, (A) any
obligation in respect of the Senior Subordinated Notes or (B) any other
obligation for borrowed money or credit received or in respect of any
Capitalized Leases, in each case under this clause (B) in excess of
$1,000,000.00, or (ii) fail to observe or perform any material term,
covenant or agreement contained (A) in the Indentures or the Senior
Subordinated Notes or (B) in any agreement by which it is bound,
evidencing or securing borrowed money or credit received or in respect
of any Capitalized Leases, in each case under this clause (B) in excess
of $1,000,000.00, for such period of time as would permit (assuming the
giving of appropriate notice if required) the holder or holders thereof
or of any obligations issued thereunder to accelerate the maturity
thereof;

(g) the Borrower or any of its Subsidiaries shall make an
assignment for the benefit of creditors, or admit in writing its
inability to pay or generally fail to pay its debts as they mature or
become due, or shall petition or apply for the appointment of a trustee
or other custodian, liquidator or receiver of the Borrower or any of
its Subsidiaries or of any substantial part of the assets of the
Borrower or any of its Subsidiaries or shall commence any case or other
proceeding relating to the Borrower or any of its Subsidiaries under
any bankruptcy, reorganization, arrangement, insolvency, readjustment
of debt, dissolution or liquidation or similar law of any jurisdiction,
now or hereafter in effect, or shall take any action to authorize or in
furtherance of any of the foregoing, or if any such petition or
application shall be filed or any such case or other proceeding shall
be commenced against the Borrower or any of its Subsidiaries and the
Borrower or any of its Subsidiaries shall indicate its approval
thereof, consent thereto or acquiescence therein or such petition or

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application shall not have been dismissed within forty-five (45) days
following the filing thereof;

(h) a decree or order is entered appointing any such trustee,
custodian, liquidator or receiver or adjudicating the Borrower or any
of its Subsidiaries bankrupt or insolvent, or approving a petition in
any such case or other proceeding, or a decree or order for relief is
entered in respect of the Borrower or any Subsidiary of the Borrower in
an involuntary case under federal bankruptcy laws as now or hereafter
constituted;

(i) there shall remain in force, undischarged, unsatisfied and
unstayed, for more than thirty days, whether or not consecutive, any
final judgment against the Borrower or any of its Subsidiaries that,
with other outstanding final judgments, undischarged, against the
Borrower or any of its Subsidiaries exceeds in the aggregate
$750,000.00;

(j) if any of the Loan Documents shall be cancelled, terminated,
revoked or rescinded or the Collateral Agent's security interests,
mortgages or liens in a substantial portion of the Collateral shall
cease to be perfected, or shall cease to have the priority contemplated
by the Security Documents, in each case otherwise than in accordance
with the terms thereof or with the express prior written agreement,
consent or approval of the Banks, or any action at law, suit or in
equity or other legal proceeding to cancel, revoke or rescind any of
the Loan Documents shall be commenced by or on behalf of the Borrower
or any of its Subsidiaries party thereto or any of their respective
stockholders, or any court or any other governmental or regulatory
authority or agency of competent jurisdiction shall make a
determination that, or issue a judgment, order, decree or ruling to the
effect that, any one or more of the Loan Documents is illegal, invalid
or unenforceable in accordance with the terms thereof;

(k) with respect to any Guaranteed Pension Plan, an ERISA
Reportable Event shall have occurred and the Majority Banks shall have
determined in their reasonable discretion that such event reasonably
could be expected to result in liability of the Borrower or any of its
Subsidiaries to the PBGC or such Guaranteed Pension Plan in an
aggregate amount exceeding $750,000.00 and such event in the
circumstances occurring reasonably could constitute grounds for the
termination of such Guaranteed Pension Plan by the PBGC or for the
appointment by the appropriate United States District Court of a
trustee to administer such Guaranteed Pension Plan; or a trustee shall
have been appointed by the United States District Court to administer
such Plan; or the PBGC shall have instituted proceedings to terminate
such Guaranteed Pension Plan;

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(l) the Borrower or any of its Subsidiaries shall be enjoined,
restrained or in any way prevented by the order of any court or any
administrative or regulatory agency from conducting any material part
of its business and such order shall continue in effect for more than
thirty (30) days;

(m) there shall occur any material damage to, or loss, theft or
destruction of, any Collateral, whether or not insured, or any strike,
lockout, labor dispute, embargo, condemnation, act of God or public
enemy, or other casualty, which in any such case causes, for more than
ten (10) consecutive days, the cessation or substantial curtailment of
revenue producing activities at retail locations of the Borrower or any
of its Subsidiaries constituting twenty-five percent (25%) or more of
the Borrower's and its Subsidiaries retail locations if such event or
circumstance is not covered by business interruption insurance;

(n) there shall occur the loss, suspension or revocation of, or
failure to renew, any license or permit now held or hereafter acquired
by the Borrower or any of its Subsidiaries if such loss, suspension,
revocation or failure to renew would have a material adverse effect on
the business or financial condition of the Borrower or such Subsidiary;

(o) the Borrower or any of its Subsidiaries shall be indicted for
a state or federal crime, or any civil or criminal action shall
otherwise have been brought against the Borrower or any of its
Subsidiaries, a punishment for which in any such case could include the
forfeiture of any assets of the Borrower or such Subsidiary included in
the Borrowing Base or the Dollar Borrowing Base or any assets of the
Borrower or such Subsidiary not included in the Borrowing Base or the
Dollar Borrowing Base but having a fair market value in excess of
$500,000.00; or

(p) any person or group of persons (within the meaning of Section
13 or 14 of the Securities Exchange Act of 1934, as amended) shall
have acquired beneficial ownership (within the meaning of Rule 13d-3
promulgated by the Securities and Exchange Commission under said Act)
of 30% or more of the outstanding shares of common stock of the
Borrower; or, during any period of twelve consecutive calendar months,
indviduals who were directors of the Borrower on the first day of such
period shall cease to constitute a majority of the board of directors
of the Borrower;

then, and in any such event (i) the Borrower shall purchase all Consigned
Precious Metal in accordance with the provisions of Section 5.4 hereof and
(ii) so long as the same may be continuing, the Agents may, and upon the
request of the Majority Banks shall, by notice in writing to the Borrower
declare all amounts owing with respect to this Credit Agreement, the Notes and
the other Loan Documents and all Reimbursement Obligations to be, and they
shall thereupon forthwith become,

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immediately due and payable without presentment, demand, protest or other
notice of any kind, all of which are hereby expressly waived by the Borrower;
provided that in the event of any Event of Default specified in Sections
16.1(g) or 16.1(h), all such amounts shall become immediately due and payable
automatically and without any requirement of notice from the Agents or any
Bank.

16.2. TERMINATION OF COMMITMENTS. If any one or more of the Events of
Default specified in Section 16.1(g) or Section 16.1(h) shall occur, any unused
portion of the credit hereunder shall forthwith terminate and each of the Banks
shall be relieved of all further obligations to make Loans and Purchases and
Consignments to the Borrower and the Dollar Agent shall be relieved of all
further obligations to issue, extend or renew Letters of Credit. If any other
Event of Default shall have occurred and be continuing, or if on any Drawdown
Date, Gold Drawdown Date or other date for issuing, extending or renewing any
Letter of Credit the conditions precedent to the making of the Loans to be made
on such Drawdown Date, to the making of the Purchases and Consignments to be
made on such Gold Drawdown Date, or (as the case may be) to issuing, extending
or renewing such Letter of Credit on such other date are not satisfied, the
Agents may and, upon the request of the Majority Banks, shall, by notice to the
Borrower, terminate the unused portion of the credit hereunder, and upon such
notice being given such unused portion of the credit hereunder shall terminate
immediately and each of the Banks shall be relieved of all further obligations
to make Loans and Purchases and Consignments and the Dollar Agent shall be
relieved of all further obligations to issue, extend or renew Letters of Credit.
No termination of the credit hereunder shall relieve the Borrower or any of its
Subsidiaries of any of the Obligations.

16.3. REMEDIES. In case any one or more of the Events of Default shall
have occurred and be continuing, and whether or not the Banks shall have
accelerated the maturity of the Loans pursuant to Section 16.1, each Bank, if
owed any amount with respect to the Loans, Purchases and Consignments or the
Reimbursement Obligations, may, with the consent of the Majority Banks but not
otherwise, proceed to protect and enforce its rights by suit in equity, action
at law or other appropriate proceeding, whether for the specific performance of
any covenant or agreement contained in this Credit Agreement and the other Loan
Documents or any instrument pursuant to which the Obligations to such Bank are
evidenced, including as permitted by applicable law the obtaining of the ex-
parte appointment of a receiver, and, if such amount shall have become due, by
declaration or otherwise, proceed to enforce the payment thereof or any other
legal or equitable right of such Bank. No remedy herein conferred upon any Bank
or the Agents or the holder of any Note or of any rights in the Consigned
Precious Metal or the purchaser of any Letter of Credit Participation is
intended to be exclusive of any other remedy and each and every remedy shall be
cumulative and shall be in addition to every other remedy given hereunder or
now or hereafter existing at law or in equity or by statute or any other
provision of law.

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17. SET OFF.

Regardless of the adequacy of any collateral, during the continuance of
any Event of Default, any deposits or other sums credited by or due from any of
the Banks to the Borrower and any securities or other property of the Borrower
in the possession of such Bank may be applied to or set off by such Bank
against the payment of Obligations and any and all other liabilities, direct,
or indirect, absolute or contingent, due or to become due, now existing or
hereafter arising, of the Borrower to such Bank. Each of the Banks agrees with
each other Bank that (a) if an amount to be setoff is to be applied to
Indebtedness of the Borrower to such Bank, other than Indebtedness evidenced by
the Notes held by such Bank or constituting Reimbursement Obligations owed to,
or, as the case may be, constituting obligations in respect of Consigned
Precious Metal owed to, such Bank, such amount shall be applied ratably to such
other Indebtedness and to the Indebtedness evidenced by all such Notes held by
such Bank or constituting Reimbursement Obligations owed to, or, as the case
may be, constituting obligations in respect of Consigned Precious Metal owed
to, such Bank, and (b) if such Bank shall receive from the Borrower, whether by
voluntary payment, exercise of the right of setoff, counterclaim, cross
action, enforcement of the claim evidenced by the Notes held by, or
constituting Reimbursement Obligations owed to, or, as the case may be,
constituting obligations in respect of Consigned Precious Metal owed to, such
Bank by proceedings against the Borrower at law or in equity or by proof
thereof in bankruptcy, reorganization, liquidation, receivership or similar
proceedings, or otherwise, and shall retain and apply to the payment of the
Note or Notes held by, or Reimbursement Obligations owed to, or, as the case
may be, constituting obligations in respect of Consigned Precious Metal owed
to, such Bank any amount in excess of its ratable portion of the payments
received by all of the Applicable Banks with respect to the Notes held by, and
Reimbursement Obligations owed to, or, as the case may be, constituting
obligations in respect of Consigned Precious Metal owed to, all of the
Applicable Banks, such Bank will make such disposition and arrangements with
the other Banks with respect to such excess, either by way of distribution, pro
tanto assignment of claims, subrogation or otherwise as shall result in each
Bank receiving in respect of the Notes held by it or Reimbursement obligations
owed it, or, as the case may be, obligations in respect of Consigned Precious
Metal owed to it, its proportionate payment as contemplated by this Credit
Agreement; provided that if all or any part of such excess payment is
thereafter recovered from such Bank, such disposition and arrangements shall be
rescinded and the amount restored to the extent of such recovery, but without
interest.

18. THE AGENT.

18.1. AUTHORIZATION.

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(a) Each of the Agents is authorized to take such action on behalf of
each of the Applicable Banks and to exercise all such powers as are
hereunder and under any of the other Loan Documents and any related
documents delegated to such Agent, together with such powers as are
reasonably incident thereto, provided that no duties or responsibilities
not expressly assumed herein or therein shall be implied to have been
assumed by the Agents.

(b) The relationship between the Agents and each of the Banks is that
of an independent contractor. The use of the terms "Agent" and "Collateral
Agent" is for convenience only and is used to describe, as a form of
convention, the independent contractual relationship between the Agents and
each of the Banks. Nothing contained in this Credit Agreement nor the other
Loan Documents shall be construed to create an agency, trust or other
fiduciary relationship between the Agents and any of the Banks.

(c) As independent contractors empowered by the Banks to exercise
certain rights and perform certain duties and responsibilities hereunder
and under the other Loan Documents, each of the Agents and the Collateral
Agent is nevertheless a "representative" of the Banks, as that term is
defined in Article 1 of the Uniform Commercial Code, for purposes of
actions for the benefit of the Banks and the Agents with respect to all
collateral security and guaranties contemplated by the Loan Documents. Such
actions include the designation of the Collateral Agent as "secured party",
"mortgagee" or the like on all financing statements and other documents and
instruments, whether recorded or otherwise, relating to the attachment,
perfection, priority or enforcement of any security interests, mortgages or
deeds of trust in collateral security intended to secure the payment or
performance of any of the Obligations, all for the benefit of the Banks,
the Agents and the Collateral Agent.

18.2. EMPLOYEES AND AGENTS. The Agents may exercise their powers and
execute its duties by or through employees or agents and shall be entitled to
take, and to rely on, advice of counsel concerning all matters pertaining to its
rights and duties under this Credit Agreement and the other Loan Documents. The
Agents may utilize the services of such Persons as the Agents in their sole
discretion may reasonably determine, and all reasonable fees and expenses of any
such Persons shall be paid by the Borrower.

18.3. NO LIABILITY. Neither the Agents nor any of their shareholders,
directors, officers or employees nor any other Person assisting them in their
duties nor any agent or employee thereof, shall be liable for any waiver,
consent or approval given or any action taken, or omitted to be taken, in good
faith by them hereunder or under any of the other Loan Documents, or in
connection herewith or therewith, or be responsible for the consequences of any
oversight or error of judgment whatsoever,

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except that the Agents or such other Person, as the case may be, may be liable
for losses due to its willful misconduct or gross negligence.

18.4. NO. REPRESENTATIONS. The Agents shall not be responsible for the
execution or validity or enforceability of this Credit Agreement, the Notes,
the Letters of Credit, any of the other Loan Documents or any instrument at any
time constituting, or intended to constitute, collateral security for the Notes
or the obligations in respect of Consigned Precious Metal, or for the
value of any such collateral security or for the validity, enforceability or
collectability of any such amounts owing with respect to the Notes or the
obligations in respect of Consigned Precious Metal, or for any recitals or
statements, warranties or representations made herein or in any of the other
Loan Documents or in any certificate or instrument hereafter furnished to it by
or on behalf of the Borrower or any of its Subsidiaries, or be bound to
ascertain or inquire as to the performance or observance of any of the terms,
conditions, covenants or agreements herein or in any instrument at any time
constituting, or intended to constitute, collateral security for the Notes or
the obligations in respect of Consigned Precious Metal or to inspect any of the
properties, books or records of the Borrower or any of its Subsidiaries. The
Agents shall not be bound to ascertain whether any notice, consent, waiver or
request delivered to it by the Borrower or any holder of any of the Notes or of
any right in respect of Consigned Precious Metal shall have been duly
authorized or is true, accurate and complete. The Agents have not made nor do
they now make any representations or warranties, express or implied, nor do
they assume any liability to the Banks, with respect to the credit worthiness
or financial conditions of the Borrower or any of its Subsidiaries. Each Bank
acknowledges that it has, independently and without reliance upon either of the
Agents or any other Bank, and based upon such information and documents as it
has deemed appropriate, made its own credit analysis and decision to enter into
this Credit Agreement.

18.5. PAYMENTS.

18.5.1. PAYMENTS TO AGENT. A payment by the Borrower to the Applicable
Agent hereunder or any of the other Loan Documents for the account of any
Applicable Bank shall constitute a payment to such Applicable Bank. Each of
the Agents agrees promptly to distribute to each Applicable Bank such
Applicable Bank's pro rata share of payments received by such Agent for the
account of the such Applicable Banks except as otherwise expressly provided
herein or in any of the other Loan Documents.

18.5.2. DISTRIBUTION BY AGENT. If in the opinion of either of the
Agents the distribution of any amount received by it in such capacity
hereunder, under the Notes or under any of the other Loan Documents might
involve it in liability, it may refrain from making distribution until its
right to make distribution shall have been adjudicated by a court of
competent

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jurisdiction. If a court of competent jurisdiction shall adjudge that any
amount received and distributed by either of the Agents is to be repaid,
each Person to whom any such distribution shall have been made shall either
repay to such Agent its proportionate share of the amount so adjudged to be
repaid or shall pay over the same in such manner and to such Persons as
shall be determined by such court.

18.5.3. DELINQUENT BANKS. Notwithstanding anything to the contrary
contained in this Credit Agreement or any of the other Loan Documents, any
Bank that fails (i) to make available to the Applicable Agent its Agent
its pro rata share of any Loan or Purchase and Consignment or to purchase
any Letter of Credit Participation or (ii) to comply with the provisions
of Section 17 with respect to making dispositions and arrangements with
the other Applicable Banks, where such Bank's share of any payment
received, whether by setoff or otherwise, is in excess of its pro rata
share of such payments due and payable to all of the Applicable Banks, in
each case as, when and to the full extent required by the provisions of
this Credit Agreement, shall be deemed delinquent (a "Delinquent Bank")
and shall be deemed a Delinquent Bank until such time as such delinquency
is satisfied. A Delinquent Bank shall be deemed to have assigned any and
all payments due to it from the Borrower, whether on account of
outstanding Loans, Consigned Precious Metal, Unpaid Reimbursement
Obligations, interest, Consignment Fees, other fees or otherwise, to the
remaining nondelinquent Applicable Banks for application to, and reduction
of, their respective pro rata shares of all outstanding Dollar Facility
Loans and Unpaid Reimbursement Obligations or, as the case may be,
Consigned Precious Metal and Gold Loans. The Delinquent Bank hereby
authorizes the Applicable Agent to distribute such payments to the
nondelinquent Applicable Banks in proportion to their respective pro rata
shares of all outstanding Dollar Facility Loans and Unpaid Reimbursement
Obligations or, as the case may be, Consigned Precious Metal and Gold
Loans. A Delinquent Bank shall be deemed to have satisfied in full a
delinquency when and if, as a result of application of the assigned
payments to all outstanding Dollar Facility Loans and Unpaid Reimbursement
Obligations or, as the case may be, Consigned Precious Metal and Gold
Loans, of the nondelinquent Applicable Banks, the Applicable Banks'
respective pro rata shares of all outstanding Dollar Facility Loans and
Unpaid Reimbursement Obligations or, as the case may be, Consigned
Precious Metal and Gold Loans, have returned to those in effect
immediately prior to such delinquency and without giving effect to the
nonpayment causing such delinquency.

18.6. HOLDERS OF NOTES. The Agents may deem and treat the payee of any
Note or the purchaser of any Letter of Credit Participation as the absolute
owner or purchaser thereof for all purposes hereof until it shall have been
furnished in writing

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with a different name by such payee or by a subsequent holder, assignee or
transferee.

18.7. INDEMNITY. The Banks ratably agree hereby to indemnify and hold
harmless each of the Applicable Agents (including, without limitation, the
Dollar Agent acting in its capacity as the Collateral Agent) from and against
any and all claims, actions and suits (whether groundless or otherwise),
losses, damages, costs, expenses (including any expenses for which such Agent
has not been reimbursed by the Borrower as required by Section 19), and
liabilities of every nature and character arising out of or related to this
Credit Agreement, the Notes, or any of the other Loan Documents or the
transactions contemplated or evidenced hereby or thereby, or such Agent's
actions taken hereunder or thereunder, except to the extent that any of the
same shall be directly caused by such Agent's willful misconduct or gross
negligence.

18.8. AGENTS AS BANKS. In their individual capacities, each of FNBB and
RIHT shall have the same obligations and the same rights, powers and privileges
in respect to its Commitment or, as the case may be, Gold Commitment and the
Loans made by it, and as the holder of any of the Notes or of any obligations
in respect of Consigned Precious Metal and as the purchaser of any Letter of
Credit Participations, as it would have were it not also an Agent.

18.9. RESIGNATION. Either or both of the Agents may resign at any time by
giving sixty (60) days' prior written notice thereof to the Banks and the
Borrower. Upon any such resignation, the Majority Banks shall have the right to
appoint a successor Dollar Agent or, as the case may be, Gold Agent. Unless a
Default or an Event of Default shall have occurred and be continuing, such
successor Agent shall be reasonably acceptable to the Borrower. If no successor
Agent shall have been so appointed by the Majority Banks and shall have
accepted such appointment within thirty (30) days after the retiring Agent's
giving of notice of resignation, then the retiring Agent may, on behalf of the
Applicable Banks, appoint a successor Applicable Agent, which shall be a
financial institution having a rating of not less than A or its equivalent by
Standard & Poor's Corporation. Upon the acceptance of any appointment as an
Agent hereunder by a successor Agent, such successor Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Agent, and the retiring Agent shall be discharged from its
duties and obligations hereunder. After any retiring Agent's resignation, the
provisions of this Credit Agreement and the other Loan Documents shall continue
in effect for its benefit in respect of any actions taken or omitted to be
taken by it while it was acting as agent.

18.10. NOTIFICATION OF DEFAULTS AND EVENTS OF DEFAULT. Each Bank hereby
agrees that, upon learning of the existence of a Default or an Event of
Default, it shall promptly notify the Agents thereof. The Agents hereby agree
that upon receipt of

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any notice under this Section 18.10 they shall promptly notify the other Banks
of the existence of such Default or Event of Default.

18.11. DUTIES IN THE CASE OF ENFORCEMENT. In case one of more Events of
Default have occurred and shall be continuing, and whether or not acceleration
of the Obligations shall have occurred, the Collateral Agent shall, if (a) so
requested by the Majority Banks and (b) the Banks have provided to the
Collateral Agent such additional indemnities and assurances against expenses
and liabilities as the Collateral Agent may reasonably request, proceed to
enforce the provisions of the Security Documents authorizing the sale or other
disposition of all or any part of the Collateral and exercise all or any such
other legal and equitable and other rights or remedies as it may have in
respect of such Collateral. The Majority Banks may direct the Collateral Agent
in writing as to the method and the extent of any such sale or other
disposition, the Banks hereby agreeing to indemnify and hold the Collateral
Agent, harmless from all liabilities incurred in respect of all actions taken
or omitted in accordance with such directions, provided that the Collateral
Agent need not comply with any such direction to the extent that the Collateral
Agent reasonably believes the Collateral Agent's compliance with such direction
to be unlawful or commercially unreasonable in any applicable jurisdiction.

19. EXPENSES.

The Borrower agrees to pay (a) the reasonable costs of producing and
reproducing this Credit Agreement, the other Loan Documents and the other
agreements and instruments mentioned herein, (b) any taxes (including taxes
incurred in connection with the purchase, consignment and repurchase of
Consigned Precious Metal and including any interest and penalties in respect
thereto) payable by either of the Agents, the Collateral Agent or any of the
Banks (other than taxes based upon either of the Agent's, the Collateral
Agent's or any Bank's net income) on or with respect to the transactions
contemplated by this Credit Agreement (the Borrower hereby agreeing to
indemnify each of the Agents, the Collateral Agent and each Bank with respect
thereto), (c) the reasonable fees, expenses and disbursements of the Agents'
Special Counsel or any local counsel to the Agents incurred in connection with
the preparation, administration or interpretation of the Loan Documents and
other instruments mentioned herein, each closing hereunder, and amendments,
modifications, approvals, consents or waivers hereto or hereunder, (d) the
fees, expenses and disbursements of each of the Agents and the Collateral Agent
incurred by such Agent or the Collateral Agent in connection with the
preparation, administration or interpretation of the Loan Documents and other
instruments mentioned herein, including all title insurance premiums and
surveyor, engineering and appraisal charges, (e) any fees, costs, expenses and
bank charges, including bank charges for returned checks, incurred by the
Agents in establishing, maintaining or handling agency accounts, lock box
accounts and other accounts for the collection of any of the Collateral; (f)
all reasonable out-of pocket expenses incurred by the

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Agents, the Collateral Agent or, after the occurrence and during the
continuance of a Default or an Event of Default, any Bank, in connection with
periodic field examinations, monitoring of Collateral and other assets, sale of
Precious Metal Redelivered by the Borrower and otherwise in maintaining and
monitoring the transactions contemplated hereby, and in each case in accordance
with the terms of this Credit Agreement; (g) all reasonable out-of-pocket
expenses (including without limitation reasonable attorneys' fees and costs,
which attorneys may be employees of any Bank, the Collateral Agent or either of
the Agents, and reasonable consulting, accounting, appraisal, investment
banking and similar professional fees and charges) incurred by any Bank, the
Collateral Agent or either Agent in connection with (i) the enforcement of or
preservation of rights under any of the Loan Documents against the Borrower or
any of its Subsidiaries or the administration thereof after the occurrence of a
Default or Event of Default and (ii) any litigation, proceeding or dispute
whether arising hereunder or otherwise, in any way related to any Bank's, the
Collateral Agent's or either Agent's relationship with the Borrower or any of
its Subsidiaries and (h) all reasonable fees, expenses and disbursements of the
Collateral Agent or the Agents incurred in connection with UCC searches, UCC
filings or mortgage recordings. The covenants of this Section 19 shall survive
payment or satisfaction of all other Obligations.

20. INDEMNIFICATION.

The Borrower agrees to indemnify and hold harmless each of the Agents, the
Collateral Agent and the Banks from and against any and all claims, actions and
suits whether groundless or otherwise, and from and against any and all
liabilities, losses, damages and expenses of every nature and character arising
out of this Credit Agreement or any of the other Loan Documents or the
transactions contemplated hereby including, without limitation, (a) any actual
or proposed use by the Borrower or any of its Subsidiaries of the proceeds of
any of the Loans, Purchases and Consignments or Letters of Credit, (b) the
reversal or withdrawal of any provisional credits granted by the either Agent
upon the transfer of funds to the FNBB Concentration Account from bank agency
or lock box accounts or in connection with the provisional honoring of checks
or other items, (c) any actual or alleged infringement of any patent,
copyright, trademark, service xxxx or similar right of the Borrower or any of
its Subsidiaries comprised in the Collateral, (d) the Borrower or any of its
Subsidiaries entering into or performing this Credit Agreement or any of the
other Loan Documents, (e) with respect to the Borrower and its Subsidiaries and
their respective properties and assets, the violation of any Environmental Law,
the presence, disposal, escape, seepage, leakage, spillage, discharge,
emission, release or threatened release of any Hazardous Substances or any
action, suit, proceeding or investigation brought or threatened with respect to
any Hazardous Substances (including, but not limited to, claims with respect to
wrongful death, personal injury or damage to property), or (f) any sales, use,
transfer, documentary and stamp taxes (but excluding any taxes based upon or
measured by the income or profits of any

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Bank or either Agent) and any recording and filing fees paid by the Agents, the
Collateral Agent or the Banks and which arise by reason of the transactions
contemplated hereby, by the Purchases and Consignments or by any of the Loan
Documents, in each case including, without limitation, the reasonable fees and
disbursements of counsel and allocated costs of internal counsel incurred in
connection with any such investigation, litigation or other proceeding. In
litigation, or the preparation therefor, the Banks, the Collateral Agent and
the Agents shall be entitled to select their own counsel and, in addition to
the foregoing indemnity, the Borrower agrees to pay promptly the reasonable
fees and expenses of such counsel. If, and to the extent that the obligations
of the Borrower under this Section 20 are unenforceable for any reason, the
Borrower hereby agrees to make the maximum contribution to the payment in
satisfaction of such obligations which is permissible under applicable law. The
covenants contained in this Section 20 shall survive payment or satisfaction
in full of all other Obligations.

21. SURVIVAL OF COVENANTS, ETC.

All covenants, agreements, representations and warranties made herein, in
the Notes, in any of the other Loan Documents or in any documents or other
papers delivered by or on behalf of the Borrower or any of its Subsidiaries
pursuant hereto shall be deemed to have been relied upon by the Banks, the
Collateral Agent and each of the Agents, notwithstanding any investigation
heretofore or hereafter made by any of them, and shall survive the making by
the Banks of any of the Loans or Purchases and Consignments and the issuance,
extension or renewal of any Letters of Credit, as herein contemplated, and
shall continue in full force and effect so long as any Letter of Credit or any
amount due under this Credit Agreement or the Notes or any of the other Loan
Documents remains outstanding or any Bank has any obligation to make any Loans
or Purchases and Consignments or the Dollar Agent has any obligation to issue,
extend or renew any Letter of Credit, and for such further time as may be
otherwise expressly specified in this Credit Agreement. All statements
contained in any certificate or other paper delivered to any Bank, the
Collateral Agent or either of the Agents at any time by or on behalf of the
Borrower or any of its Subsidiaries pursuant hereto or in connection with the
transactions contemplated hereby shall constitute representations and
warranties by the Borrower or such Subsidiary hereunder.

22. ASSIGNMENT AND PARTICIPATION.

22.1. CONDITIONS TO ASSIGNMENT BY BANKS. Except as provided herein, each
Bank may assign to one or more Eligible Assignees all or a portion of its
interests, rights and obligations under this Credit Agreement (including all or
a portion of its Commitment Percentage and Commitment or Gold Commitment and
Gold Commitment Percentage, as the case may be, and the same portion of the
Loans or Fair Market Value of Consigned Precious Metal at the time owing to it,
the Notes

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held by it and its participating interest in the risk relating to any Letters
of Credit); provided that (a) each of the Agents and, unless a Default or an
Event of Default shall have occurred and be continuing, the Borrower, shall
have given its prior written consent to such assignment, which consent, in the
case of the Borrower, will not be unreasonably withheld, (b) each such
assignment shall be of a constant, and not a varying, percentage of all the
assigning Bank's rights and obligations under the Dollar Facility or, as the
case may be, the Gold Facility, (c) each assignment shall be in an amount that
is at least equal to $5,000,000, and (d) the parties to such assignment shall
execute and deliver to the Agents, for recording in the Register (as
hereinafter defined), an Assignment and Acceptance, substantially in the form
of Exhibit L hereto (an "Assignment and Acceptance"), together with any Notes
subject to such assignment. Upon such execution, delivery, acceptance and
recording, from and after the effective date specified in each Assignment and
Acceptance, which effective date shall be at least five (5) Business Days after
the execution thereof, (i) the assignee thereunder shall be a party hereto
and, to the extent provided in such Assignment and Acceptance, have the rights
and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the
extent provided in such assignment and upon payment to the Agents of the
registration fee referred to in Section 22.3, be released from its obligations
under this Credit Agreement.

22.2. CERTAIN REPRESENTATIONS AND WARRANTIES; LIMITATIONS; COVENANTS. By
executing and delivering an Assignment and Acceptance, the parties to the
assignment thereunder confirm to and agree with each other and the other
parties hereto as follows:

(a) other than the representation and warranty that it is the legal
and beneficial owner of the interest being assigned thereby free and clear
of any adverse claim, the assigning Bank makes no representation or
warranty, express or implied, and assumes no responsibility with respect
to any statements, warranties or representations made in or in connection
with this Credit Agreement or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of this Credit
Agreement, the other Loan Documents or any other instrument or document
furnished pursuant hereto or the attachment. perfection or priority of any
security interest or mortgage;

(b) the assigning Bank makes no representation or warranty and
assumes no responsibility with respect to the financial condition of the
Borrower and its Subsidiaries or any other Person primarily or
secondarily liable in respect of any of the Obligations, or the
performance or observance by the Borrower and its Subsidiaries or any
other Person primarily or secondarily liable in respect of any of the
Obligations of any of their obligations under this Credit Agreement or any
of the other Loan Documents or any other instrument or document furnished
pursuant hereto or thereto;

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(c) such assignee confirms that it has received a copy of this Credit
Agreement, together with copies of the most recent financial statements
referred to in Section 10.4 and Section 11.4 and such other documents and
information as it has deemed appropriate to make its own credit analysis
and decision to enter into such Assignment and Acceptance;

(d) such assignee will, independently and without reliance upon the
assigning Bank, the Agents or any other Bank and based on such documents
and information as it shall deem appropriate at the time, continue to make
its own credit decisions in taking or not taking action under this Credit
Agreement;

(e) such assignee represents and warrants that it is an Eligible
Assignee;

(f) such assignee appoints and authorizes the Agents to take such
action as agents on its behalf and to exercise such powers under this
Credit Agreement and the other Loan Documents as are delegated to the
Agents by the terms hereof or thereof, together with such powers as are
reasonably incidental thereto;

(g) such assignee agrees that it will perform in accordance with their
terms all of the obligations that by the terms of this Credit Agreement
are required to be performed by it as a Bank;

(h) such assignee represents and warrants that it is legally authorized
to enter into such Assignment and Acceptance; and

(i) if applicable, such assignee acknowledges that it has made
arrangements with the assigning Bank satisfactory to such assignee with
respect to its pro rata share of Letter of Credit Fees in respect of
outstanding Letters of Credit.

22.3. REGISTER. The Agents shall maintain a copy of each Assignment and
Acceptance delivered to them and a register or similar list (the "Register")
for the recordation of the names and addresses of the Banks and as applicable,
the Commitment Percentage or the Gold Commitment Percentage of, and principal
amount of the Loans, owing to, Purchases and Consignments made by, and Letter
of Credit Participations purchased by, the Banks from time to time. The entries
in the Register shall be conclusive, in the absence of manifest error, and the
Borrower, the Agents and the Banks may treat each Person whose name is recorded
in the Register as a Bank hereunder for all purposes of this Credit Agreement.
The Register shall be available for inspection by the Borrower and the Banks at
any reasonable time and from time to time upon reasonable prior notice. Upon
each such recordation, the

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assignee Bank agrees to pay to the Applicable Agent a registration fee in the
sum of $3,000.

22.4. NEW NOTES. Upon their receipt of an Assignment and Acceptance
executed by the parties to such assignment, together with each Note subject to
such assignment, the Agents shall (a) record the information contained therein
in the Register, and (b) give prompt notice thereof to the Borrower and the
Banks (other than the assigning Bank). Within five (5) Business Days after
receipt of such notice, the Borrower, at its own expense, shall execute and
deliver to the Agents, in exchange for each surrendered Note, a new Note or
Notes to the order of such Eligible Assignee in an amount equal to the amount
assumed by such Eligible Assignee pursuant to such Assignment and Acceptance
and, if the assigning Bank has retained some portion of its obligations
hereunder, a new Note or Notes to the order of the assigning Bank in an amount
equal to the amount retained by it hereunder. Such new Notes shall provide that
they are replacements for the surrendered Notes, shall be in an aggregate
principal amount equal to the aggregate principal amount of the surrendered
Notes, shall be dated the effective date of such Assignment and Acceptance and
shall otherwise be substantially in the form of the assigned Notes. Within five
(5) days of issuance of any new Notes pursuant to this Section 22.4, the
Borrower shall deliver an opinion of counsel, addressed to the Banks and the
Agents, relating to the due authorization, execution and delivery of such new
Notes and the legality, validity and binding effect thereof, in form and
substance satisfactory to the Banks. The surrendered Notes shall be cancelled
and returned to the Borrower.

22.5. PARTICIPATIONS. Each Bank may sell participations to one or more
banks or other entities in all or a portion of such Bank's rights and
obligations under this Credit Agreement and the other Loan Documents; provided
that (a) each such participation shall be in an amount of not less than
$5,000,000.00, (b) any such sale or participation shall not affect the rights
and duties of the selling Bank hereunder to the Borrower and (c) the only
rights granted to the participant pursuant to such participation arrangements
with respect to waivers, amendments or modifications of the Loan Documents
shall be the rights to approve waivers, amendments or modifications that would
reduce the principal of or the interest rate on any Loans, reduce the Fair
Market Value of Consigned Precious Metal or Consignment Fees, extend the term
or increase the amount of the Commitment or Gold Commitment of such Bank as it
relates to such participant, reduce the amount of any commitment fees or Letter
of Credit Fees to which such participant is entitled or extend any regularly
scheduled payment date for principal or interest or any scheduled payment or
Redelivery date for Consigned Precious Metal or Consignment Fees.

22.6. DISCLOSURE. The Borrower agrees that, in addition to disclosures
made in accordance with standard and customary banking practices, any Bank may
disclose information obtained by such Bank pursuant to this Credit Agreement to
assignees or participants and potential assignees or participants hereunder;
provided that such

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assignees or participants or potential assignees or participants shall agree
(a) to treat in confidence such information unless it otherwise becomes public
knowledge, (b) not to disclose such information to a third party, except as
required by law or legal process, and (c) not to make use of such information
for purposes of transactions unrelated to such contemplated assignment or
participation.

22.7. ASSIGNEE OR PARTICIPANT AFFILIATED WITH THE BORROWER. If any
assignee Bank is an Affiliate of the Borrower, then any such assignee Bank
shall have no right to vote as a Bank hereunder or under any of the other Loan
Documents for purposes of granting consents or waivers or for purposes of
agreeing to amendments or other modifications to any of the Loan Documents or
for purposes of making requests to the Agents pursuant to Section 16.1 or
Section 16.2, and the determination of the Majority Banks shall for all
purposes of this Credit Agreement and the other Loan Documents be made without
regard to such assignee Bank's interest in any of the Loans. If any Bank sells
a participating interest in any of the Loans, Consigned Precious Metal or
Reimbursement Obligations to a participant, and such participant is the
Borrower or an Affiliate of the Borrower, then such transferor Bank shall
promptly notify the Agents of the sale of such participation. A transferor Bank
shall have no right to vote as a Bank hereunder or under any of the other Loan
Documents for purposes of granting consents or waivers or for purposes of
agreeing to amendments or modifications to any of the Loan Documents or for
purposes of making requests to the Agents pursuant to Section 16.1 or Section
16.2 to the extent that such participation is beneficially owned by the
Borrower or any Affiliate of the Borrower, and the determination of the
Majority Banks shall for all purposes of this Credit Agreement and the other
Loan Documents be made without regard to the interest of such transferor Bank
in the Loans to the extent of such participation.

22.8. MISCELLANEOUS ASSIGNMENT PROVISIONS. Any assigning Bank shall retain
its rights to be indemnified pursuant to Section 19 with respect to any claims
or actions arising prior to the date of such assignment. If any assignee Bank
is not incorporated under the laws of the United States of America or any state
thereof, it shall, prior to the date on which any interest or fees are payable
hereunder or under any of the other Loan Documents for its account, deliver to
the Borrower and the Agents certification as to its exemption from deduction or
withholding of any United States federal income taxes. Anything contained in
this Section 22 to the contrary notwithstanding, any Bank may at any time
pledge all or any portion of its interest and rights under this Credit
Agreement (including all or any portion of its Notes) to any of the twelve
Federal Reserve Banks organized under Section 4 of the Federal Reserve Act,
12 U.S.C. Section 341. No such pledge or the enforcement thereof shall release
the pledgor Bank from its obligations hereunder or under any of the other Loan
Documents.

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22.9. ASSIGNMENT BY BORROWER. The Borrower shall not assign or transfer
any of its rights or obligations under any of the Loan Documents without the
prior written consent of each of the Banks.

23. NOTICES, ETC.

Except as otherwise expressly provided in this Credit Agreement, all
notices and other communications made or required to be given pursuant to this
Credit Agreement or the Notes or any Letter of Credit Applications shall be in
writing and shall be delivered in hand, mailed by United States registered or
certified first class mail, postage prepaid, sent by overnight courier, or sent
by telegraph, telecopy, facsimile or telex and confirmed by delivery via
courier or postal service, addressed as follows:

(a) if to the Borrower, at 000 Xxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx,
Xxxxxxxx 0-0000-0000, Attention: Xxxx X. Xxxxxxxxxx, Executive Vice
President-Finance, or at such other address for notice as the Borrower
shall last have furnished in writing to the Person giving the notice;

(b) if to the Dollar Agent, the Collateral Agent or FNBB, at 000
Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, Attention: Xxxxxxxxx X.
Xxxxx, Vice President, or such other address for notice as the Dollar
Agent, the Collateral Agent or, as the case may be, FNBB shall last have
furnished in writing to the Person giving the notice;

(c) if to the Gold Agent or RIHT, at Xxx Xxxxxxxx Xxxxx Xxxxx,
X-X00-00, Xxxxxxxxxx, Xxxxx Xxxxxx 00000, Attention: Xxxxx X. Xxxxxxxx,
Senior Vice President, or such other address for notice as the Gold Agent
or, as the case may be, RIHT shall last have furnished in writing to the
Person giving the notice; and

(d) if to any Bank, at such Bank's address set forth on Schedule 1
hereto, or such other address for notice as such Bank shall have last
furnished in writing to the Person giving the notice.

Any such notice or demand shall be deemed to have been duly given or made
and to have become effective (i) if delivered by hand, overnight courier or
facsimile to a responsible officer of the party to which it is directed, at the
time of the receipt thereof by such officer or the sending of such facsimile
and (ii) if sent by registered or certified first-class mail, postage prepaid,
on the third Business Day following the mailing thereof.

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24. GOVERNING LAW.

THIS CREDIT AGREEMENT AND, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED
THEREIN, EACH OF THE OTHER LOAN DOCUMENTS ARE CONTRACTS UNDER THE LAWS OF THE
COMMONWEALTH OF MASSACHUSETTS AND SHALL FOR ALL PURPOSES BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF SAID COMMONWEALTH OF MASSACHUSETTS
(EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW). THE BORROWER
AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS CREDIT AGREEMENT OR ANY OF THE
OTHER LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS OF THE COMMONWEALTH OF
MASSACHUSETTS OR ANY FEDERAL COURT SITTING THEREIN AND CONSENTS TO THE
NONEXCLUSIVE JURISDICTION OF SUCH COURT AND SERVICE OF PROCESS IN ANY SUCH SUIT
BEING MADE UPON THE BORROWER BY MAIL AT THE ADDRESS SPECIFIED IN SECTION 23. THE
BORROWER HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE
VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN
INCONVENIENT COURT.

25. HEADINGS.

The captions in this Credit Agreement are for convenience of reference
only and shall not define or limit the provisions hereof.

26. COUNTERPARTS.

This Credit Agreement and any amendment hereof may be executed in several
counterparts and by each party on a separate counterpart, each of which when
executed and delivered shall be an original, and all of which together shall
constitute one instrument. In proving this Credit Agreement it shall not be
necessary to produce or account for more than one such counterpart signed by
the party against whom enforcement is sought.

27. ENTIRE AGREEMENT, ETC.

The Loan Documents and any other documents executed in connection herewith
or therewith express the entire understanding of the parties with respect to
the transactions contemplated hereby. Neither this Credit Agreement nor any
term hereof may be changed, waived, discharged or terminated, except as
provided in Section 29.

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28. WAIVER OF JURY TRIAL.

The Borrower hereby waives its right to a jury trial with respect to any
action or claim arising out of any dispute in connection with this Credit
Agreement, the Notes or any of the other Loan Documents, any rights or
obligations hereunder or thereunder or the performance of which rights and
obligations. Except as prohibited by law, the Borrower hereby waives any right
it may have to claim or recover in any litigation referred to in the preceding
sentence any special, exemplary, punitive or consequential damages or any
damages other than, or in addition to, actual damages. The Borrower (a)
certifies that no representative, agent or attorney of any Bank or either of
the Agents has represented, expressly or otherwise, that such Bank or such
Agent would not, in the event of litigation, seek to enforce the foregoing
waivers and (b) acknowledges that the Agents and the Banks have been induced to
enter into this Credit Agreement, the other Loan Documents to which it is a
party by, among other things, the waivers and certifications contained herein.

29. CONSENTS, AMENDMENTS, WAIVERS, ETC.

Any consent or approval required or permitted by this Credit Agreement to
be given by all of the Banks may be given, and any term of this Credit
Agreement, the other Loan Documents or any other instrument related hereto or
mentioned herein may be amended, and the performance or observance by the
Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the
other Loan Documents or such other instrument or the continuance of any Default
or Event of Default may be waived (either generally or in a particular instance
and either retroactively or prospectively) with, but only with, the written
consent of the Borrower and the written consent of the Majority Banks.
Notwithstanding the foregoing (a) without the written consent of the Borrower
and the written consent of each Bank affected thereby, the rate of interest on
the Notes (other than interest accruing pursuant to Section 8.20 following the
effective date of any waiver by the Majority Banks of the Default or Event of
Default relating thereto) may not be decreased, the definition of Maturity Date
may not be changed, no rates of interest may be decreased, the basis for
calculation of Consignment Fees may not be decreased, the amounts of the
Commitments of the Dollar Banks may not be increased, the amounts of the Gold
Commitments of the Gold Banks may not be increased, the amounts of the
commitment fees and the Letter of Credit Fees (including those payable for the
Dollar Agent's own account) hereunder may not be decreased, and the advance
rates set forth in the definitions of Borrowing Base and Dollar Borrowing Base
and in Section 8.2 may not be increased; (b) the definition of Majority Banks
may not be amended without the written consent of all of the Banks; and (c) the
amount of the Agents' fees and Section 18 may not be amended without the
written consent of each of the Agents. No waiver shall extend to or affect any
obligation not expressly waived or impair any right consequent thereon. No
course of dealing or delay or omission on the part of either of the Agents or
any Bank in exercising any right shall operate as a waiver

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thereof or otherwise be prejudicial thereto. No notice to or demand upon the
Borrower shall entitle the Borrower to other or further notice or demand in
similar or other circumstances.

30. SEVERABILITY.

The provisions of this Credit Agreement are severable and if any one
clause or provision hereof shall be held invalid or unenforceable in whole or
in part in any jurisdiction, then such invalidity or unenforceability shall
affect only such clause or provision, or part thereof, in such jurisdiction,
and shall not in any manner affect such clause or provision in any other
jurisdiction, or any other clause or provision of this Credit Agreement in any
jurisdiction.

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IN WITNESS WHEREOF, the undersigned have duly executed this Credit
Agreement as a sealed instrument as of the date first set forth above.

MARKS BROS. JEWELERS, INC.

By: Xxxx X. XxxXxxxxxx
------------------------
Name: Xxxx X. XxxXxxxxxx
Title: Executive Vice President, Finance
and Administration, Treasurer and
Secretary

THE FIRST NATIONAL BANK OF
BOSTON, individually and as Agent

By:
------------------------
Name:
Title:

RHODE ISLAND HOSPITAL TRUST
NATIONAL BANK, individually and as
Agent

By:
------------------------
Name:
Title:

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IN WITNESS WHEREOF, the undersigned have duly executed this Credit
Agreement as a sealed instrument as of the date first set forth above.

MARKS BROS. JEWELERS, INC.

By:
--------------------------
Name:
Title:

THE FIRST NATIONAL BANK OF
BOSTON, individually and as Agent

By: Xxxxxxxxx X.Xxxxx
--------------------------
Name: Xxxxxxxxx X.Xxxxx
Title: Vice President

RHODE ISLAND HOSPITAL TRUST
NATIONAL BANK, individually and as
Agent

By:
--------------------------
Name:
Title:

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IN WITNESS WHEREOF, the undersigned have duly executed this Credit
Agreement as a sealed instrument as of the date first set forth above.

MARKS BROS. JEWELERS, INC.

By:
------------------------------
Name:
Title:

THE FIRST NATIONAL BANK OF
BOSTON, individually and as Agent

By:
------------------------------
Name:
Title:

RHODE ISLAND HOSPITAL TRUST
NATIONAL BANK, individually and as
Agent

By: XXXXX X. XXXXXXXX
-------------------------------
Name: XXXXX X. XXXXXXXX
Title: SENIOR VICE PRESIDENT

118

FIRST AMENDMENT TO REVOLVING CREDIT, TERM LOAN
AND GOLD CONSIGNMENT AGREEMENT
AND
SECURITY AGREEMENT

FIRST AMENDMENT dated as of June 12, 1996 (this "Amendment"), by and among
(a) MARKS BROS. JEWELERS, INC. (the "Borrower"), a Delaware corporation having
its principal place of business at 000 Xxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx,
Xxxxxxxx 00000; (b) the lending institutions (the "Banks") set forth on the
signature pages hereto; (c) THE FIRST NATIONAL BANK OF BOSTON, a national
banking association and RHODE ISLAND HOSPITAL TRUST NATIONAL BANK as agents for
themselves and the Banks (the "Agents"), amending certain provisions of (i) the
Revolving Credit, Term Loan and Gold Consignment Agreement dated as of May 3,
1996 (the "Credit Agreement"), by and among the Borrower, the Banks and the
Agents and (ii) the Security Agreement dated as of May 3, 1996, between the
Borrower and the Collateral Agent. Terms not otherwise defined herein which
are defined in the Credit Agreement shall have the respective meanings herein
assigned to such terms in the Credit Agreement.

WHEREAS, the Borrower has requested that the Agents and the Banks agree to
amend the terms of the Credit Agreement in several respects all as hereinafter
more fully set forth; and

WHEREAS, the Agents and the Banks are willing to amend the terms of the
Credit Agreement in such respects upon the terms and subject to the conditions
contained herein;

NOW, THEREFORE, in consideration of the mutual agreements contained in the
Credit Agreement, and herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:

Section 1. AMENDMENT OF SECTION 1 OF THE CREDIT AGREEMENT. Section 1 of
the Credit Agreement is hereby amended as follows:

(a) by deleting the definition of "Majority Banks" in its entirety and
replacing it with the following new definition:

"Majority Banks. As of any date, the Banks (other than
Delinquent Banks) whose aggregate portions of the outstanding
amount of the Term Loan and whose aggregate Commitments or, as the
case may be, Gold Commitments together constitute at least
fifty-one percent (51%) of the Total Commitment; provided, however,
until the portion of the outstanding amount of the Term Loan and
the Commitment of FNBB together with the Gold Commitment of RIHT
are in the aggregate less than fifty-one percent (51%) of the Total
Commitment, Majority Banks must include at least one Bank other
than FNBB and RIHT; provided, further, that if the Commitments or
the Gold Commitments shall have been terminated, then the Majority
Banks

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shall be the Banks whose aggregate portions of the Outstanding
Facility Amounts together constitute at least fifty-one percent
(51%) of the Outstanding Facility Amounts."

(b) by deleting the definition of "Consignment Base Rate" in its entirety
and replacing it with the following new definition:

"Consignment Base Rate. On any date of determination, a rate
equal to the average of the difference, over the previous sixty
(60) Business Days, between (a) the Eurodollar Rate for three month
Interest Periods and (b) the London gold forward rate as displayed
on Xxxxxx'x gold loan screen, or if Xxxxxx'x gold loan screen is
not available, as set by RIHT, for three month Interest Periods."

Section 2. AMENDMENT OF SECTION 8.9(b) OF THE CREDIT AGREEMENT. Section
8.9(b) of the Credit Agreement is hereby amended to read in its entirety as
follows:

"(b) Second, to all other Obligations in such order or preference
as the Majority Banks may determine; provided, however, that
distributions in respect of (i) such Obligations shall be made pari passu
among Obligations with respect to the Agents' fees payable pursuant to
Section 8.11 and all other Obligations and (ii) Obligations owing to the
Banks with respect to each type of Obligation such as interest,
principal, fees and expenses, shall be made among the Banks pro rata,
with the value of the Gold Banks' claims in respect of Consigned Precious
Metal equal to the Gold Loans made pursuant to Section 5.4(a) (and solely
for purposes of so determining the pro rata portion of each Gold Bank's
claim in respect of Consigned Precious Metal following an Event of
Default described in Sections 16.1(g) or (h), the amount of the
Obligations owed to the Gold Banks shall be an amount equal to the
Effective Date Value, as such term is defined in the Confirmation of Swap
Agreement); and provided, further, that the Agents may in their
discretion make proper allowance to take into account any Obligations not
then due and payable;"

Section 3. AMENDMENT OF SECTION 12.5.2 OF THE CREDIT AGREEMENT. Section
12.5.2 of the Credit Agreement is hereby amended by inserting, at the end
thereof, the following new subpart (e):

"and (e) sales of retail installment sale accounts so long as such sales
(i) are without recourse to the Borrower, (ii) are for cash in an amount
equal to not less than 80% of the amount of such accounts, (iii) are done
within one month of the creation of such accounts, and (iv) are otherwise
consistent with past practices of the Borrower."

Section 4. AMENDMENT OF SECTION 18.5 OF THE CREDIT AGREEMENT. Section
18.5 of the Credit Agreement is hereby amended by inserting the following new
Section 18.5.4 immediately following Section 18.5.3 thereof:

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"18.5.4 PAYMENTS UNDER CONFIRMATION OF SWAP AGREEMENT. Each of the
Gold Banks agrees to pay to the Gold Agent an amount equal to its Gold
Commitment Percentage of any amounts owed by the Gold Agent to the
Borrower pursuant to the terms of the Confirmation of Swap Agreement, and
each of the Gold Banks agrees that the Gold Agent may deduct any such
amounts from amounts which the Gold Agent receives from the Borrower on
account of any Obligations owed to such Gold Bank or, to the extent that
the Gold Agent has offset such amounts against the Obligations, by offset
to the Obligations owed to such Gold Bank."

Section 5. AMENDMENT OF SECTION 29 OF THE CREDIT AGREEMENT. Section 29
of the Credit Agreement is hereby amended by deleting the second sentence
thereof in its entirety and replacing it with the following new sentence:

"Notwithstanding the foregoing (a) without the written consent of the
Borrower and the written consent of each Bank affected thereby, the rate
of interest on the Notes (other than interest accruing pursuant to
Section 8.20 following the effective date of any waiver by the Majority
Banks of the Default or Event of Default relating thereto) may not be
decreased, the definition of Maturity Date may not be changed, no rates
of interest may be decreased, the basis for calculation of Consignment
Fees may not be decreased, the amounts of the Commitments of the Dollar
Banks may not be increased, the amounts of the Gold Commitments of the
Gold Banks may not be increased, the amounts of the commitment fees and
the Letter of Credit Fees (including those payable for the Dollar Agent's
own account) hereunder may not be decreased, and the advance rates set
forth in the definitions of Borrowing Base and Dollar Borrowing Base and
in Section 8.2 may not be increased; (b) the definition of Majority Banks
may not be amended without the written consent of all of the Banks; (c)
the amount of the Agents' fees and Section 18 may not be amended without
the written consent of each of the Agents; (d) Section 8.9 may not be
amended without the written consent of all of the Banks, (e) all or
substantially all of the Collateral may not be released without the
consent of all of the Banks and (f) there can be no reduction in the
amount or extension of the maturity date of any of the Obligations (other
than as a result of any permitted prepayments made hereunder, it being
understood that any waiver of the application of any voluntary prepayment
of, or the method of application of any voluntary prepayment to the
amortization of, the Term Loan shall not constitute any such extension)
without the consent of Banks (other than Delinquent Banks) whose
aggregate portions of the outstanding amount of the Term Loan and whose
aggregate Commitments or, as the case may be, Gold Commitments together
constitute at least sixty-six and two thirds percent (66-2/3%) of the
Total Commitment."

Section 6. LIMITED CONSENT UNDER SECTION 22.1(b) OF THE CREDIT AGREEMENT.
Notwithstanding the provisions of Section 22.1(b) of the Credit Agreement,
each of the parties hereto consents to the assignment, by FNBB in favor of
LaSalle National Bank, of a portion of FNBB's interest in respect of the Dollar
Facility (including a $5,000,000 interest in respect of the Term Loan

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and a $9,700,000 interest in respect of the Total Revolver Commitment) equal to
33.3333% of the Term Loan and 33.4483% of the Total Revolver Commitment. Such
consent by the parties hereto shall be limited to such assignment by FNBB in
favor of LaSalle National Bank and shall not apply to, or constitute a consent
to, the terms of any other assignment not in accordance with the provisions of
the Credit Agreement.

Section 7. AMENDMENT OF SECTION 17 OF THE SECURITY AGREEMENT. Section 17
of the Security Agreement is hereby amended by deleting the second sentence
thereof in its entirety and replacing it with the following new sentence:

"After deducting all of said expenses, the residue of any proceeds of
collection or sale of the Obligations or Collateral shall, to the extent
actually received in cash, be applied to in such order or preference as
is provided in the Credit Agreement, proper allowance and provision being
made for any Obligations not then due."

Section 8. CONDITIONS TO EFFECTIVENESS. This Amendment shall not become
effective until the Dollar Administrative Agent receives a counterpart of this
Amendment executed by each of the Borrower, the Agents and the Banks.

Section 9. REPRESENTATIONS AND WARRANTIES; NO DEFAULT; AUTHORIZATION.
The Borrower hereby represents and warrants to the Banks and the Agents as
follows:

(a) Each of the representations and warranties made by it in the Credit
Agreement was true as of the date as of which it was made and is true as
and at the date of this Amendment (except to the extent of changes
resulting from transactions contemplated or permitted by the Credit
Agreement and the other Loan Documents and changes occurring in the
ordinary course of business that in the aggregate are not materially
adverse, and to the extent that such representations and warranties
relate expressly to an earlier date), and, after the execution of this
Amendment, no Default or Event of Default has occurred and is continuing
as of the date of this Amendment; and

(b) This Amendment has been duly authorized, executed and delivered by of
the Borrower and is in full force and effect, and the agreements and
obligations of the Borrower contained herein and in the Credit Agreement
respectively constitute the legal, valid and binding obligations of the
Borrower, enforceable against the Borrower in accordance with their
respective terms, except as enforceability is limited by bankruptcy,
insolvency, reorganization, moratorium or other laws relating to or
affecting generally the enforcement of creditors' rights and except to
the extent that availability of the remedy of specific performance or
injunctive relief is subject to the discretion of the court before which
any proceeding therefor may be brought.

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Section 10. RATIFICATION, ETC. Except as expressly amended hereby, the
Credit Agreement and all documents, instruments and agreements related thereto
are hereby ratified and confirmed in all respects. All references in the
Credit Agreement or any related agreement or instrument to the Credit Agreement
shall hereafter refer to the Credit Agreement as amended hereby.

Section 11. NO IMPLIED WAIVER. Except as expressly provided herein,
nothing contained herein shall constitute a waiver of, impair or otherwise
affect any Obligations, or any right of any of the Agents or the Banks
consequent thereon.

Section 12. COUNTERPARTS. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original but which together
shall constitute one and the same instrument.

Section 13. GOVERNING LAW. THIS AMENDMENT SHALL FOR ALL PURPOSES BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF
MASSACHUSETTS (WITHOUT REFERENCE TO CONFLICTS OF LAW).

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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-6-

IN WITNESS WHEREOF, the undersigned have duly executed this Amendment as
a sealed instrument as of the date first above written.

MARKS BROS. JEWELERS, INC.

By:_________________________
Name:
Title:

THE FIRST NATIONAL BANK OF
BOSTON, individually and as Agent

By:_________________________
Name: Xxxxxxxxx X. Xxxxx
Title: Vice President

RHODE ISLAND HOSPITAL TRUST
NATIONAL BANK, individually and
as Agent

By:________________________
Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President

124

SECOND AMENDMENT TO REVOLVING CREDIT, TERM LOAN
AND GOLD CONSIGNMENT AGREEMENT

SECOND AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND GOLD CONSIGNMENT
AGREEMENT dated as of July 17, 1996 (this "Amendment"), by and among (a) MARKS
BROS. JEWELERS, INC. (the "Borrower"), a Delaware corporation having its
principal place of business at 000 Xxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx,
Xxxxxxxx 00000; (b) the lending institutions (the "Banks") set forth on the
signature pages hereto; and (c) THE FIRST NATIONAL BANK OF BOSTON, a national
banking association and RHODE ISLAND HOSPITAL TRUST NATIONAL BANK as agents for
themselves and the other Banks (in such capacity, the "Agents"), amending
certain provisions of the Revolving Credit, Term Loan and Gold Consignment
Agreement dated as of May 3, 1996 (as amended and in effect prior to the date
hereof, the "Credit Agreement"), by and among the Borrower, the Banks and the
Agents. Terms not otherwise defined herein which are defined in the Credit
Agreement shall have the respective meanings herein assigned to such terms in
the Credit Agreement.

WHEREAS, the Borrower has requested that the Agents and the Banks agree to
amend the terms of the Credit Agreement in several respects all as hereinafter
more fully set forth; and

WHEREAS, the Agents and the Banks are willing to amend the terms of the
Credit Agreement in such respects upon the terms and subject to the conditions
contained herein;

Section 1. AMENDMENT OF Section 8 OF THE CREDIT AGREEMENT. Section 8 of
the Credit Agreement is hereby amended as follows:

(a) by amending the last sentence of Section 8.3(a) thereof to read in
its entirety as follows:

"Each Loan Request for a Base Rate Loan shall be in a minimum
aggregate amount of $250,000.00 or an integral multiple thereof,
and each Loan Request for a Eurodollar Rate Loan shall be in a
minimum aggregate amount of $250,000.00 or an integral multiple of
$50,000.00 in excess thereof."

(b) by amending the third sentence of Section 8.4.1 thereof to read in
its entirety as follows:

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-2-

"All or any part of outstanding Loans of any Type may be converted
into a Loan of another Type as provided herein, provided that (y)
any partial conversion of any Loan to a Base Rate Loan shall be in
an aggregate principal amount of $50,000.00 or an integral multiple
thereof and (z) any partial conversion of any Loan to a Eurodollar
Rate Loan shall be in an aggregate principal amount of $250,000.00
or a whole multiple of $50,000.00 in excess thereof."

"Any conversion to or from Eurodollar Rate Loans shall be in such
amounts and be made pursuant to such elections so that, after
giving effect thereto, the aggregate principal amount of all
Eurodollar Rate Loans having the same Interest Period shall not be
less than $250,000.00 or a whole multiple of $50,000.00 in excess
thereof."

Section 2. CONDITIONS TO EFFECTIVENESS. This Amendment shall not become
effective until the Dollar Administrative Agent receives a counterpart of this
Amendment executed by each of the Borrower, the Agents and the Banks.

Section 3. REPRESENTATIONS AND WARRANTIES; NO DEFAULT; AUTHORIZATION.
The Borrower hereby represents and warrants to the Banks and the Agents as
follows:

(b) This Amendment has been duly authorized, executed and delivered by
the Borrower and is in full force and effect, and the agreements and
obligations of the Borrower contained herein and in the Credit Agreement
respectively constitute the legal, valid and binding obligations of the
Borrower, enforceable against the Borrower in accordance with their
respective terms, except as enforceability is limited by bankruptcy,
insolvency, reorganization, moratorium or other laws relating to or
affecting generally the enforcement of creditors' rights and except to
the extent that availability of the remedy of specific performance or
injunctive relief is subject to the discretion of the court before which
any proceeding therefor may be brought.

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Section 4. RATIFICATION, ETC. Except as expressly amended hereby, the
Credit Agreement and all documents, instruments and agreements related thereto
are hereby ratified and confirmed in all respects. All references in the
Credit Agreement or any related agreement or instrument to the Credit Agreement
shall hereafter refer to the Credit Agreement as amended hereby.

Section 5. NO IMPLIED WAIVER. Except as expressly provided herein,
nothing contained herein shall constitute a waiver of, impair or otherwise
affect any Obligations, or any right of any of the Agents or the Banks
consequent thereon.

Section 6. COUNTERPARTS. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original but which together
shall constitute one and the same instrument.

Section 7. GOVERNING LAW. THIS AMENDMENT SHALL FOR ALL PURPOSES BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF
MASSACHUSETTS (WITHOUT REFERENCE TO CONFLICTS OF LAW).

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

127

-4-

IN WITNESS WHEREOF, the undersigned have duly executed this Amendment as
a sealed instrument as of the date first above written.

MARKS BROS. JEWELERS, INC.

By:_________________________
Name:
Title:

THE FIRST NATIONAL BANK OF
BOSTON, individually and as Agent

By:_________________________
Name: Xxxxxxxxx X. Xxxxx
Title: Vice President

RHODE ISLAND HOSPITAL TRUST
NATIONAL BANK, individually and
as Agent

By:________________________
Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President

LASALLE NATIONAL BANK

By:________________________
Name:
Title:

ABN AMRO BANK, N.V.

By:________________________
Name:
Title:

128
THIRD AMENDMENT TO REVOLVING CREDIT, TERM LOAN
AND GOLD CONSIGNMENT AGREEMENT

THIRD AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND GOLD CONSIGNMENT
AGREEMENT dated as of October 9, 1996 (this "Amendment"), by and among (a)
MARKS BROS. JEWELERS, INC. (the "Borrower"), a Delaware corporation having its
principal place of business at 000 Xxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx,
Xxxxxxxx 00000; (b) the lending institutions (the "Banks") set forth on the
signature pages hereto; and (c) THE FIRST NATIONAL BANK OF BOSTON, a national
banking association and RHODE ISLAND HOSPITAL TRUST NATIONAL BANK as agents for
themselves and the other Banks (in such capacity, the "Agents"), amending
certain provisions of the Revolving Credit, Term Loan and Gold Consignment
Agreement dated as of May 3, 1996 (as amended and in effect prior to the date
hereof, the "Credit Agreement"), by and among the Borrower, the Banks and the
Agents. Terms not otherwise defined herein which are defined in the Credit
Agreement shall have the respective meanings herein assigned to such terms in
the Credit Agreement.

WHEREAS, the Borrower has requested that the Agents and the Banks agree
to amend the terms of the Credit Agreement in several respects all as
hereinafter more fully set forth; and

WHEREAS, the Agents and the Banks are willing to amend the terms of the
Credit Agreement in such respects upon the terms and subject to the conditions
contained herein;

NOW, THEREFORE, in consideration of the mutual agreements contained in
the Credit Agreement, and herein, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows:

Section 1. AMENDMENT OF SECTION 1.1. OF THE CREDIT AGREEMENT. Subject
to the satisfaction of the conditions set forth in section 14 of this
Amendment, Section 1.1. of the Credit Agreement is hereby amended as follows:

(a) by amending the definitions of "Applicable Agent",
"Applicable Banks", "Base Rate Loans", Commitment", "Dollar Facility
Loans", "Eurodollar Rate Loans", "Loans", "Majority Banks", "Notes",
"Total Commitment" and "Type" to read in their respective entireties as
follows:

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-2-

"Applicable Agent. With respect to the Dollar Facility, the
Revolving Credit Loans, the Letters of Credit, or the Dollar Banks, the
Dollar Agent; with respect to the Gold Facility, the Purchases and
Consignments, the Gold Loans or the Gold Banks, the Gold Agent."

"Applicable Banks. With respect to the Dollar Facility, the
Revolving Credit Loans, the Letters of Credit, or the Dollar Agent, the
Dollar Banks; with respect to the Gold Facility, the Purchases and
Consignments, the Gold Loans or the Gold Agent, the Gold Banks."

"Base Rate Loans. Revolving Credit Loans and Gold Loans
bearing interest calculated by reference to the Base Rate."

"Commitment. With respect to each Dollar Bank, the amount set
forth on Part 1 of Schedule 1 hereto as the amount of such Dollar
Bank's commitment to make Revolving Credit Loans to, and to participate
in the issuance, extension and renewal of Letters of Credit for the
account of, the Borrower, minus the amount of such Dollar Bank's
Commitment Percentage of any optional or mandatory reductions in the
Total Revolver Commitment pursuant to Section 2.3 hereof, as the same
may be otherwise reduced from time to time; or if such commitment is
terminated pursuant to the provisions hereof, zero."

"Dollar Facility Loans. The Revolving Credit Loans."

"Eurodollar Rate Loans. Revolving Credit Loans and Gold Loans
bearing interest calculated by reference to the Eurodollar Rate."

"Loans. The Revolving Credit Loans and the Gold Loans."

"Majority Banks. As of any date, the Banks (other than
Delinquent Banks) whose aggregate Commitments or, as the case
may be, Gold Commitments together constitute at least fifty-one percent
(51%) of the Total Commitment; provided, however, that if the
Commitments or the Gold Commitments shall have been terminated, then
the Majority Banks shall be the Banks whose aggregate portions of the
Outstanding Facility Amounts together constitute at least fifty-one
(51%) of the Outstanding Facility Amounts; provided, further, that
until the Commitment (or, as applicable, the portion of the Outstanding
Facility Amounts) of FNBB together with the Gold Commitment (or, as
applicable, the portion of the Outstanding Facility Amounts) of RIHT
are in the aggregate less than fifty-one percent (51%) of the Total
Commitment (or, as applicable, the Outstanding Facility Amounts),
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-3-

Majority Banks must include at least one Bank other than FNBB
and RIHT."

"Notes. The Gold Notes and the Revolving Credit Notes."

"Total Commitment. The sum of the Total
Revolver Commitment and the Total Gold Commitment."

"Type. As to any Revolving Credit Loan or Gold Loan,
its nature as a Base Rate Loan or a Eurodollar Rate Loan."

(b) by deleting the definitions of "Consolidated Excess
Cash Flow", "Consolidated Working Capital", "Excess Cash Flow
Prepayment", "Term Loan", "Term Notes" and "Term Note Record" in their
entireties (any and all references to such terms appearing elsewhere in
the Credit Agreement or in any other Loan Document also being hereby
deleted).

Section 2. AMENDEMENT OF SECTION 2.3 OF THE CREDIT AGREEMENT. Subject
to the satisfaction of the conditions set forth in Section 14 of this
Amendment, Section 2.3 of the Credit Agreement is hereby amended to read in its
entirety as follows:

"2.3 REDUCTION OF TOTAL REVOLVER COMMITMENT.

2.3.1 OPTIONAL REDUCTIONS. The Borrower shall have the right
at any time and from time to time upon five (5) Business Days prior
written notice to the Dollar Agent to reduce by $1,000,000.00 or an
integral multiple thereof or terminate entirely the Total Revolver
Commitment, whereupon the Commitments of the Dollar Banks shall be
reduced pro rata in accordance with their repsective Commitment
Percentages of the amount specified in such notice or, as the case may
be, terminated. Promptly after receiving any notice of the Borrower
delivered pursuant to this Section 2.3, the Dollar Agent will notify the
Dollar Banks of the substance thereof. Upon the effective date of any
such reduction or termination, the Borrower shall pay the Dollar Agent
for the respective accounts of the Dollar Banks the full amount of any
commitment fee then accrued on the amount of the reduction. No
reduction or termination of the Commitments may be reinstated.

2.3.2 MANDATORY REDUCTIONS. The Total Revolver Commitment
shall also be reduced on a semi-annual basis in accordance with the
provisions of this paragraph. Upon each such semi-annual reduction in
the Total Revolver Commitment, the Commitments of the Dollar Banks
shall be reduced pro rata in accordance with their respective Commitment
Percentages of the amount of such reduction. Upon the effective date
of
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-4-

each such reduction, the Borrower shall pay to the Dollar Agent
for the respective accounts of the Dollar Banks (a) the amount, if any,
by which the outstanding amount of Revolving Credit Loans exceeds the
reduced amount of the Total Revolver Commitment, together with all
accrued and unpaid interest on such excess, and (b) the full amount of
any commitment fee then accrued on the amount of the reduction. No
such mandatory reduction of the Total Revolver Commitment may be
reinstated. The Total Revolver Commitment shall be reduced in nine
consecutive semi-annual reductions occurring on each alternate fiscal
quarter ending date set forth in the table below and in each amount set
forth in the table below opposite such date in such table, with the
remainder of the Total Revolver Commitment being terminated (and all
outstanding Revolving Credit Loans being repaid) on the Maturity Date
in accordance with Section 2.8 hereof; provided, however, that the
amount of the reduction in the Total Revolver Commitment to be made on
January 31, 1997 as set forth in the table below shall be reduced by
the amount of any payments, if any, made on Term Loan on October 31,
1996 pursuant to the provisions of Section 3.3 hereof as in effect
prior to the effectiveness of the Third Amendment to this Credit
Agreement.

AMOUNT OF
DATE: REDUCTION:
----- ----------

January 31, 1997 $ 500,000.00

July 31, 1997 and January 31, 1998 $ 1,000,000.00

July 31, 1998 and January 31, 1999 $ 1,500,000.00

July 31, 1999 and January 31, 2000 $ 2,000,000.00

July 31, 2000 and January 31, 2001 $ 2,500,000.00"

Section 3. AMENDMENT OF SECTION 2.6 OF THE CREDIT AGREEMENT. Subject
to the satisfaction of the conditions set forth in section 14 of this
Amendment, Section 2.6 of the Credit Agreement is hereby amended by deleting
the phrase "and the Term Loan" appearing at the end thereof.

Section 4. AMENDMENT OF SECTION 3 OF THE CREDIT AGREEMENT. Subject to
the satisfaction of the conditions set forth in section 14 of this Amendment,
Section 3 of the Credit Agreement is hereby amended by deleting the text of
such section in its entirety and replacing it with the words "Intentionally
Omitted." All references to such Section 3 of the Credit Agreement or any
subsection or subclause thereof appearing elsewhere in the Credit Agreement or
in any of the other Loan Documents shall also be deleted.
132
-5-

Section 5. AMENDMENT OF SECTION 6.4 OF THE CREDIT AGREEMENT. Subject
to the satisfaction of the conditions set forth in section 14 of this
Amendement, Section 6.4 of the Credit Agreement is hereby amended by deleting
the phrase "and the Term Loan" appearing at the end thereof.

Section 6. AMENDMENT OF SECTION 8.7 OF THE CREDIT AGREEMENT. Subject
to the satisfaction of the conditions set forth in section 14 of this
Amendment, Section 8.7 of the Credit Agreement is hereby amended by deleting the
phrase "the Term Loan" appearing therein.

Section 7. AMENDMENT OF SECTION 8.13 OF THE CREDIT AGREEMENT. Subject
to the satisfaction of the conditions set forth in section 14 of this
Amendment, Section 8.13 of the Credit Agreement is hereby amended by deleting
the phrase "the Term Note Records," appearing therein.

Section 8. AMENDMENT OF SECTION 8.19(a) OF THE CREDIT AGREEMENT.
Subject to the satisfaction of the conditions set forth in section 14 of this
Amendment, Section 8.19(a) of the Credit Agreement is hereby amended by
deleting the phrase "notice (in the case of all or any portion of the Term Loan
pursuant to Section 3.5)," appearing therein.

Section 9. AMENDMENT OF SECTION 12.8 OF THE CREDIT AGREEMENT. Subject
to the satisfaction of the conditions set forth in section 14 of this
Amendment, Section 12.8 of the Credit Agreement is hereby amended to read in
its entirety as follows:

"12.8 INDENTURES. The Borrower will not amend,
supplement or otherwise modify the terms of the Indentures or any of
the Senior Subordinated Notes or prepay, redeem, cause the defeasance
of or repurchase any of the Senior Subordinated Notes; provided,
however, (a) the Borrower may amend or modify the Senior Subordinated
Notes or refinance, refund or replace the Senior Subordinated Notes
with new notes (any such amended, modified or new notes resulting from
any such amendment, modification, refinancing, refunding or replacement
being herein referred to as the "New Notes") so long as (i) such New
Notes are on substantially identical terms as the Senior Subordinated
Notes (including without limitation, terms relating to subordination
and covenants), provided that such New Notes may have a longer
maturity, lower interest rates, less restrictive covenants, slower
sinking fund payments and lower prepayment premiums and (ii) the Agents
shall have reviewed such New Notes prior to their issuance, (b) the
Borrower may redeem those Senior Subordinated Notes constituting the
15.00% Series D Senior Subordinated Notes due 2004 at a redemption
price not to exceed $8,960,000 plus the amount of interest accrued
thereon, and (c) the Borrower may repurchase a portion of those Senior
Subordinated Notes constituting the 12.15% Series C Senior Subordinated
Notes due 2004 at a repurchase price (including any prepayment premiums
payable thereon) not to exceed an amount, up to $5,000,000, equal to
the aggregate amount of net cash proceeds, if any, to the Borrower in
excess of $20,000,000 (exclusive of any amounts

133
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received by any stockholders of the Borrower) in connection
with its planned public offering of its common stock to be consummated
on or prior to December 31, 1996. The Borrower wil not pay any
interest in cash on the Senior Subordinated Notes in excess of fifteen
percent (15%) per annum in the aggregate with any interest in excess of
fifteen percent (15%) per annum to be payable only in Senior
Subordinated Notes."

Section 10. AMENDMENT OF SECTION 13.2 OF THE CREDIT AGREEMENT.
Subject to the satisfaction of the conditions set forth in section 14 of this
Amendment, Section 13.2 of the Credit Agreement is hereby amended by replacing
the chart appearing therein with the following new chart:

"Fiscal Year Amount
----------- ------

2/1/96 - 1/31/97 $ 8,500,000
2/1/97 - 1/31/98 $10,500,000
2/1/98 - 1/31/99 $13,500,000
2/1/99 - 1/31/00 $11,500,000
2/1/00 - 1/31/01 $11,500,000
2/1/01 - Maturity Date $ 3,500,000"

Section 11. AMENDMENT OF SECTION 15 OF THE CREDIT AGREEMENT. Subject
to the satisfaction of the conditions set forth in section 14 of this Amendment,
Section 15 of the Credit Agreement is hereby amended by deleting the phrase
"and the Term Loan" appearing in the first paragraph thereof.

Section 12. AMENDMENT OF SECTION 29 OF THE CREDIT AGREEMENT. Subject
to the satisfaction of the conditions set forth in section 14 of this
Amendment, Section 29 of the Credit Agreement is hereby amended by deleting
clause (f) of the second sentence thereof in its entirety and replacing it with
the following new clause (f):

"(f) there can be no reduction in the amount or extension of
the maturity date of any of the Obligations (other than as a result of
any permitted prepayments made hereunder) without the consent of Banks
(other than Delinquent Banks) whose aggregate Commitments or, as the
case may be, Gold Commitments together constitute at least sixty-six
and two thirds percent (66-2/3%) of the Total Commitment."

Section 13. CONCERNING EXHIBITS AND SCHEDULES TO THE CREDIT AGREEMENT.
Subject to the satisfaction of the conditions set forth in section 14 of this
Amendment, the Exhibits and Schedules to the Credit Agreement are hereby
amended as follows:

(a) EXHIBIT F to the Credit Agreement is hereby deleted in its
entirety; and

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(b) Schedule 1 to the Credit Agreement is hereby deleted in
its entirety and replaced with Schedule 1 hereto.

Section 14. CONDITIONS TO EFFECTIVENESS. The effectiveness of this
Amendment shall be subject to the delivery by (or on behalf of) the Borrower of
the following, in form and substance satisfactory to the Agents and the Banks:

(a) this Amendment signed by each of the Borrower, the Banks
and the Agents;

(b) new Revolving Credit Note for each of the Dollar Banks, each
signed by the Borrower, each substantially in the form of Exhibit
E to the Credit Agreement, and each in the maximum amount of each
such Dollar Bank's Commitment as set forth on Schedule 1 hereto;

(c) a certificate of the Secretary or Assistant Secretary of the
Borrower certifying as to (a) the Certificate of Incorporation or
other incorporation documents of the Borrower as in effect on such
date of certification, (b) the by-laws of the Borrower as in
effect on such date, (c) the corporate resolutions of the Borrower
approving this Amendment and the other documents and instruments
required to be delivered hereunder by the Borrower, and (d) the
names, titles, incumbency, and true specimen signatures of the
officers of the Borrower authorized to sign this Amendment and the
other documents and instruments required to be delivered hereunder
by the Borrower;

(d) a certificate, as of a recent date, from the Secretary of State
of Delaware as to the legal existence and corporate good standing
of the Borrower;

(e) a favorable opinion of counsel to the Borrower in form and
substance satisfactory to the Agents and the Banks;

(f) evidence, satisfactory to the Agents and the Banks in all
respects, that on or prior to December 31, 1996, the Borrower
shall have consummated the public offering of its common stock, and
such public offering shall have yielded net cash proceeds to the
Borrower (exclusive of any amounts received by any stockholders of
the Borrower) in an aggregate amount not less than $20,000,000;

(g) the Borrower shall have paid to the Dollar Agent, for the
respective accounts of the Dollar Banks, the aggregate outstanding
principal amount of the Term Loan, together with all accrued and
unpaid interest thereon through the date of repayment;
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(h) the Borrower shall have paid to the Agents, for the
respective accounts of the Banks, an amendment fee in the amount of
$50,000; and

(i) any other document or instrument the Agents and the Banks
may reasonably request.

Section 15. REPRESENTATIONS AND WARRANTIES: NO DEFAULT:
AUTHORIZATION. The Borrower hereby represents and warrants to the Banks and
the Agents as follows:

(a) Each of the representations and warranties made by it in
the Credit Agreement was true as of the date as of which it was made
and is true as and at the date of this Amendment (except to the extent
of changes resulting from transactions contemplated or permitted by the
Credit Agreement and the other Loan Documents and changes occurring in
the ordinary course of business that in the aggregate are not
materially adverse, and to the extent that such representations and
warranties relate expressly to an earlier date), and, after the
execution of this Amendment, no Default or Event of Default has
occurred and is continuing as of the date of this Amendment; and

(b) This Amendment has been duly authorized, executed and
delivered by the Borrower and is in full force and effect, and the
agreements and obligations of the Borrower contained herein and in the
Credit Agreement respectively constitute the legal, valid and binding
obligations of the Borrower, enforceable against the Borrower in
accordance with their respective terms, except as enforceability is
limited by bankruptcy, insolvency, reorganization, moratorium or other
laws relating to or affecting generally the enforcement of creditors'
rights and except to the extent that availability of the remedy of
specific performance or injunctive relief is subject to the discretion
of the court before which any proceeding therefor may be brought.

Section 16. RATIFICATION, ETC. Except as expressly amended hereby,
the Credit Agreement and all documents, instruments and agreements related
thereto are hereby ratified and confirmed in all respects. All references in
the Credit Agreement or any related agreement or instrument to the Credit
Agreement shall hereafter refer to the Credit Agreement as amended hereby.

Section 17. NO IMPLIED WAIVER. Except as expressly provided herein,
nothing contained herein shall constitute a waiver of, impair or otherwise
affect any Obligations, or any right of any of the Agents or the Banks
consequent thereon.

Section 18. COUNTERPARTS. This Amendment may be executed in one or
more counterparts, each of which shall be deemed an original but which together
shall constitute one and the same instrument.
136
-9-

Section 19. GOVERNING LAW. THIS AMENDMENT SHALL FOR ALL PURPOSES BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF
MASSACHUSETTS (WITHOUT REFERENCE TO CONFLICTS OF LAW).

[Remainder of Page Intentionally Left Blank]
137
-10-

IN WITNESS WHEREOF, the undersigned have duly executed this Amendment
as a sealed instrument as of the date first above written.

MARKS BROS. JEWELERS, INC.

By:
-------------------------
Name:
Title:

THE FIRST NATIONAL BANK OF
BOSTON, individually and as Agent

By:
------------------------
Name: Xxxxx Xxxxx
Title: Director

RHODE ISLAND HOSPITAL TRUST
NATIONAL BANK, individually and as
Agent

By:
------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President

LASALLE NATIONAL BANK

By:
------------------------
Name:
Title:

ABN AMRO BANK, N.V.

By: /s/ Xxxxxxx Sarfay
------------------------
Name: Xxxxxxx Sarfay
Title: Vice President

138
-10-

IN WITNESS WHEREOF, the undersigned have duly executed this Amendment
as a sealed instrument as of the date first above written.

MARKS BROS. JEWELERS, INC.

By:
-------------------------
Name:
Title:

THE FIRST NATIONAL BANK OF
BOSTON, individually and as Agent

By:
------------------------
Name: Xxxxx Xxxxx
Title: Director

RHODE ISLAND HOSPITAL TRUST
NATIONAL BANK, individually and as
Agent

By:
------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President

LASALLE NATIONAL BANK

By: /s/ Xxxxx X. Xxxxx
------------------------
Name: Xxxxx X. Xxxxx
Title: Assistant Vice President

ABN AMRO BANK, N.V.

By:
------------------------
Name:
Title:

139
-10-

IN WITNESS WHEREOF, the undersigned have duly executed this Amendment
as a sealed instrument as of the date first above written.

MARKS BROS. JEWELERS, INC.

By:
-------------------------
Name:
Title:

THE FIRST NATIONAL BANK OF
BOSTON, individually and as Agent

By:
------------------------
Name: Xxxxx Xxxxx
Title: Director

RHODE ISLAND HOSPITAL TRUST
NATIONAL BANK, individually and as
Agent

By: /s/ Xxxxx X. Xxxxxxxx
------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President

LASALLE NATIONAL BANK

By:
------------------------
Name:
Title:

ABN AMRO BANK, N.V.

By:
------------------------
Name:
Title:

140
-10-

IN WITNESS WHEREOF, the undersigned have duly executed this Amendment
as a sealed instrument as of the date first above written.

MARKS BROS. JEWELERS, INC.

By: ______________________________
Name:
Title:

THE FIRST NATIONAL BANK OF
BOSTON, individually and as Agent

By: /s/ Xxxxx Xxxxx
--------------------------------
Name: Xxxxx Xxxxx
Title: Director

RHODE ISLAND HOSPITAL, TRUST
NATIONAL BANK, individually and
as Agent

By:________________________________
Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President

LASALLE NATIONAL BANK

By:________________________________
Name:
Title:

ABN AMRO BANK, N.V.

By:________________________________
Name:
Title:
141
-10-

IN WITNESS WHEREOF, the undersigned have duly executed this Amendment
as a sealed instrument as of the date first above written.

MARKS BROS. JEWELERS, INC.

By: /s/ Xxxx Xxxxxxxxxx
-------------------------------
Name: Xxxx Xxxxxxxxxx
Title: Executive Vice President

THE FIRST NATIONAL BANK OF
BOSTON, individually and as Agent

By:
--------------------------------
Name: Xxxxx Xxxxx
Title: Director

RHODE ISLAND HOSPITAL, TRUST
NATIONAL BANK, individually and
as Agent

By:________________________________
Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President

LASALLE NATIONAL BANK

By:________________________________
Name:
Title:

ABN AMRO BANK, N.V.

By:________________________________
Name:
Title:
142
SCHEDULE 1

PART 1 - DOLLAR BANKS - COMMITMENTS AND COMMITMENT PERCENTAGES

COMMITMENT
DOLLAR BANKS COMMITMENT PERCENTAGE

THE FIRST NATIONAL BANK OF BOSTON
Domestic Lending Office:
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Telefax Number: (000) 000-0000 $29,116,368.75 66.5517%
Attention: Xxxxx Xxxxx, Director
Eurodollar Lending Office:
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Telefax Number: (000) 000-0000
Attention: Xxxxx Xxxxx, Director

000

-0-

XXXXXXX NATIONAL BANK
Domestic Leading Xxxxxx
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Telefax Number: (000) 000-0000 $14,633,631.25 33.4483%
Attention: Xxxxx Xxxxx, Assistant Vice President
Eurodollar Lending Office:
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Telefax Number: (000) 000-0000
Attention: Xxxxx Xxxxx, Assistant Vice President
Eurodollar Lending Office:

144
-3-

SCHEDULE 1

PART 2 - GOLD BANKS - GOLD COMMITMENTS AND GOLD COMMITMENT PERCENTAGES

GOLD COMMITMENT
GOLD BANKS GOLD COMMITMENT PERCENTAGE

RHODE ISLAND HOSPITAL TRUST NATIONAL BANK
Domestic Lending Office:
Xxx Xxxxxxxx Xxxxx Xxxxx, X-X00-00
Xxxxxxxxxx, Xxxxx Xxxxxx 00000
Telefax Number: (000) 000-0000 $10,700,000 66.875%
Attention: Xxxxx X. Xxxxxxxx, Senior Vice President
Eurodollar Lending Office:
Xxx Xxxxxxxx Xxxxx Xxxxx, X-X00-00
Xxxxxxxxxx, Xxxxx Xxxxxx 00000
Telefax Number: (000) 000-0000
Attention: Xxxxx X. Xxxxxxxx, Senior Vice President

145
-4-

ABN AMRO BANK, N.V.
Domestic Leading Xxxxxx
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Telefax Number: (000) 000-0000 $5,300,000 33.125%
Attention: Xxxxxxx Xxxxxxx, Vice President
Eurodollar Lending Office:
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Telefax Number: (000) 000-0000
Attention: Xxxxxxx Xxxxxxx, Vice President

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Table of Contents

1 EXHIBIT 10.10 REVOLVING CREDIT, TERM LOAN AND GOLD CONSIGNMENT AGREEMENT DATED as of May 3, 1996

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