AMENDMENT NO. 1
AMENDMENT NO. 1 dated as of August 7, 2008 (this “ Amendment ”) with respect to the
Credit Agreement, dated as of September 30, 2007 (the “ Credit Agreement ”) by and between Lazare Kaplan
International Inc. (“ Borrower ”) and Bank Leumi USA (the “ Bank ”).
W I T N E S S E T H :
WHEREAS, pursuant to the Credit Agreement, the Bank has made Loans and other financial
accommodations to the Borrower which remain outstanding; and
WHEREAS, the Borrower has requested that the Credit Agreement be modified on the terms
and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
Section 1.1 Amendments .
Section 1 of the Credit Agreement is hereby amended by adding the following
“NamGem Belgium” means NamGem Trading BVBA, a company organized and existing under
the laws of the Kingdom of Belgium and a Subsidiary of the Borrower.
“NamGem BVI” means NamGem Trading BVI Limited, a company limited by shares organized
and existing under the laws of the British Virgin Islands and a Subsidiary of the Borrower.
“OPIC” means the Overseas Private Investment Corporation, an agency of the United States of
“OPIC Financing Agreement” means that certain First Amended and Restated Finance
Agreement between OPIC and NamGem BVI dated as of June 10, 2008, as the same may be amended,
modified or supplemented from time to time.”
The definition of “Total Funded Debt” in Section 1 of the Credit Agreement is hereby
deleted in its entirety and replaced as follows:
“Total Funded Debt: At any time the same is to be determined, the aggregate of all Indebtedness
of the Borrower and its Subsidiaries at such time, including all Indebtedness of any other Person which is
directly or indirectly guaranteed by the Borrower (other than amounts gua