SIXTH AMENDMENT AND AGREEMENT TO
LOAN AGREEMENT
This Sixth Amendment and Agreement to Loan Agreement is made as of the
___________ day of ___________________, 2000, by and between FLEET BANK, N. A.,
a national banking association ("Fleet"); and BANK LEUMI USA, formerly known as
Bank Leumi Trust Company of New York, a New York banking corporation ("Bank
Leumi"; Fleet and Bank Leumi are hereinafter referred to together as the
"Banks"); and XXXXXX XXXXXX INTERNATIONAL INC., a Delaware corporation (the
"Borrower").
WITNESSETH THAT:
WHEREAS, Fleet extended a term loan to Xxxxxx Xxxxxx Japan, Inc., a
corporation ("Xxxxxx Xxxxxx Japan") organized under the laws of Delaware in the
sum of One Billion One Hundred Million Japanese Yen ('Y'1,100,000,000) (the
"Xxxxxx Xxxxxx Japan Loan") which the Borrower assumed and for which the
Borrower became jointly and severally liable; and
WHEREAS, the Loan Agreement dated as of May 14, 1996, as amended from
time to time (as amended, the "Loan Agreement") between the Banks and the
Borrower was amended in order to reduce the availability of the revolving loan
extended thereunder by the US Dollar equivalent of the outstanding principal
balance of the Xxxxxx Xxxxxx Japan Loan;
WHEREAS, the parties desire to amend the Loan Agreement in order to
reflect the fact that the Xxxxxx Xxxxxx Japan Loan has been paid in full and in
order to make other amendments to the Loan Agreement;
NOW, THEREFORE, for value received, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereby agree as follows:
1. All capitalized terms used herein without definition shall have the
definitions assigned by the Loan Agreement.
2. Effective the date hereof, the definition of "Commitment" set forth
in Article 1 of the Loan Agreement is amended in its entirety as follows:
"Commitment: as to each Bank, the amount set forth opposite such
Bank's name on the signature page hereof under the caption
"Commitment", as such amount is subject to reduction in accordance
with the terms hereof."
3. Effective the date hereof, Section 7.1 of the Loan Agreement is
amended by adding the following subparagraphs (l) and (m) to read in their
entirety as follows:
"(l) Indebtedness to Antwerspse Diamantbank N.V. in the maximum
principal sum of Ten Million Dollars ($10,000,000); and
(m) Indebtedness of Xxxxxx Xxxxxx Japan, Inc. to ABN AMRO Bank
N.V. in the initial maximum principal amount of the Japanese Yen
equivalent of Ten Million US Dollars ($10,000,000)."
4. Effective the date hereof, the first sentence of Section 7.3 of the
Loan Agreement is amended in its entirety to read as follows:
"Except as set forth on Schedule 7.1 hereto and except, with
respect to the Guarantors, for the Guaranties, assume, endorse, be or
become liable for, or guarantee, the obligations of any Person, except
(a) by endorsement of negotiable instruments for deposit or collection
in the ordinary course of business, and (b) the guaranty by the
Borrower of the obligations of Xxxxxx Xxxxxx Japan, Inc. to ABN AMRO
Bank N.V., which Indebtedness is permitted by the terms of Section
7.1(m) hereof."
5. Effective the date hereof, Article 7 of the Loan Agreement is
amended by adding a new Section 7.18 in its entirety to read as follows:
"Enter into any agreement with any other Person which
prohibits or limits the Borrower's ability or right to grant any lien,
encumbrance, security interest, purchase money security interest, or
charge to the Lenders."
6. All references to the "Loan Agreement" in the Loan Agreement, the
Notes and in all documents executed or delivered in connection with the Loan
Agreement shall from and after the effective date hereof refer to the Loan
Agreement, as amended hereby.
7. Except as amended hereby, the Loan Agreement shall remain in full
force and effect and is in all respects hereby ratified and affirmed.
8. The Borrower covenants and agrees to pay all out-of-pocket expenses,
costs and charges incurred by the Banks (including reasonable fees and
disbursements of counsel) in connection with the preparation and execution of
this Sixth Amendment and Agreement to Loan Agreement.
IN WITNESS WHEREOF, the undersigned parties have caused this Sixth
Amendment and Agreement to Loan Agreement to be executed by their duly
authorized officers as of the date first above written.
WITNESS: XXXXXX XXXXXX INTERNATIONAL INC.
______________________________ By:________________________________
Title:
Commitment FLEET BANK, N.A.
$24,000,000
By:_________________________________
Title:
By:_________________________________
Title:
-2-
Commitment: BANK LEUMI USA
$16,000,000
By:_________________________________
Title:
By:_________________________________
Title:
Acknowledged and Agreed to:
XXXXXX XXXXXX EUROPE INC.
By:________________________________
Title:
XXXXXX XXXXXX BELGIUM, N.V.
By:________________________________
Title:
XXXXXX XXXXXX GHANA LTD.
By:________________________________
Title:
SUPREME GEMS N.V.
By:________________________________
Title:
XXXXXX XXXXXX AFRICA, INC.
By:________________________________
Title:
XXXXXX XXXXXX JAPAN, INC.
By:________________________________
Title:
-3-
