EXHIBIT 10.31
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TWELFTH AMENDMENT AND AGREEMENT
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TO
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CONSIGNMENT AGREEMENT
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THIS TWELFTH AMENDMENT AND AGREEMENT TO CONSIGNMENT AGREEMENT is made
as of the 29th day of JUNE, 2001, by and between FLEET PRECIOUS METALS INC., a
Rhode Island corporation with its principal offices at 000 Xxxxxxxxxxx Xxxxxx,
Xxxxxxxxxx, Xxxxx Xxxxxx 00000 (the "Consignor") and XXXXXXX XXXXXXX JEWELERS,
INC., a Delaware corporation with its principal office at 000 Xxxxx XxxXxxxxxx
Xxxxxxx, Xxxxx Xxxxxx, Xxx Xxxx 00000 (the "Consignee").
WITNESSETH THAT:
WHEREAS, the Consignor and the Consignee are parties to a certain
Consignment Agreement dated as of August 20, 1993, as previously amended by
various amendments and letter agreements (as amended, the "Consignment
Agreement") pursuant to which the Consignor agreed to consign precious metals to
the Consignee from time to time for use in the Consignee's manufacturing
operations; and
WHEREAS, the parties hereto desire to amend the Consignment Agreement
as hereinafter provided;
NOW, THEREFORE, for value received, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1. All capitalized terms used herein without definition shall have the
meanings assigned by the Consignment Agreement.
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2. Effective the date hereof, the definition of "Consignment Limit" in
Section 1 of the Consignment Agreement is amended in its entirety as follows:
"Consignment Limit" shall mean:
(i) the lesser of (a) the Fair Market Value of Fifty Thousand
(50,000) xxxx ounces of fine gold, or (b) Consigned Precious Metal
with a Fair Market Value (or unpaid Purchase Price in the case of
Consigned Precious Metal for which the Purchase Price has been
agreed but for which payment has not been received by Consignor)
equal to Fifteen Million ($15,000,000);
(ii) such limit as the Consignor and the Consignee may agree
upon from time to time as evidenced by an amendment in substantially
the form of Exhibit C attached hereto and made a part hereof or in
such other form as the Consignor shall require; or
(iii) such other limit as the Consignor may approve in its
sole discretion."
3. All references to the "Consignment Agreement" in that certain
Security Agreement dated August 20, 1993, as amended from time to time, by and
among the Consignee, the Consignor, individually and as collateral agent for ABN
AMRO Bank N.V., New York Branch; Credit Suisse First Boston, Consignor, and
Paribas, and in any other documents or agreements by and between the parties
hereto, shall from and after the effective date hereof refer to the Consignment
Agreement, as previously amended and as amended hereby, and all obligations of
the Consignee under the Consignment Agreement, as amended hereby, shall be
secured by and entitled to the benefits of said Security Agreement and such
other documents and agreements.
4. Except as amended hereby, the Consignment Agreement shall remain in
full force and effect and is in all respects hereby ratified and affirmed.
IN WITNESS WHEREOF, the undersigned parties have caused this Amendment
to be executed by their duly authorized officers as of the date first above
written.
XXXXXXX XXXXXXX JEWELERS, INC.
By: /s/: Xxxxxxx X. Xxxxxxxxx
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Title: SVP and Treasurer
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FLEET PRECIOUS METALS INC.
By: /s/: X. X. XXXXXXX
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Title: SVP
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By:
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Title:
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