AMENDED AND RESTATED CREDIT FACILITY AGREEMENT
THIS AMENDED AND RESTATED CREDIT FACILITY AGREEMENT (the "Agreement") is made as of
[December, 1st 2005] by and between ABN AMRO Bank N.V., Tokyo branch (the "Bank"), LAZARE
KAPLAN JAPAN INC., a Delaware corporation, (the "Borrower") operating through its branch office in Japan
and LAZARE KAPLAN INTERNATIONAL INC., a Delaware corporation (the "Guarantor") as follows:
A. The Borrower and the Guarantor have entered into the Credit Facility Agreement (as renewed, extended, or
amended to date, the "Existing Agreement") dated as of Nov. 29, 2000 with the Bank, providing for, among
other things, loan facilities in Japanese yen (the "Facility" or "Facilities") in the maximum amount equivalent to the
Facility Amount (as defined below).
B. Subject to the terms and conditions set forth below, the Borrower, the Guarantor and the Bank desire to
amend and restate the Existing Agreement.
C. The amendment and restatement of the Existing Agreement hereunder is not intended by the parties to
constitute either a novation or a discharge or satisfaction of the indebtedness and obligations under the Existing
Agreement, which indebtedness and obligations under the Existing Agreement shall remain outstanding hereunder
on the terms and conditions hereinafter provided.
D. In consideration of the aftermentioned and the mutual covenants contained herein, the Borrower, the
Guarantor and the Bank under the Existing Agreement agree that, effective upon the Extension Date, the Existing
Agreement is amended and restated as follows:
1.1 In the Agreement, the following terms shall have the following meanings:
Advance -- the borrowing of the Facility by the Borrower pursuant to the terms of the Agreement.
Business Day: a day, other than Saturday or Sunday on which banks are open for general interbank business in
Tokyo, New York and London.
Closing Date: November 29th, 2000,
Drawdown Date: the date on which the Advances are made, or are