THIRD AMENDMENT AND AGREEMENT TO
This Third Amendment and Agreement to Loan Agreement is made as of the ______ day of ____________,
1999, 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 LAZARE KAPLAN
INTERNATIONAL INC., a Delaware corporation (the "Borrower").
WHEREAS, Fleet has extended a term loan to Lazare Kaplan Japan, Inc., a corporation organized under the
laws of Delaware in the sum of One Billion One Hundred Million Japanese Yen ('Y'1,100,000,000) (the "Lazare
Kaplan Japan Loan"); and
WHEREAS, the Borrower has guaranteed the payment and performance of the Lazare Kaplan Japan Loan and
has secured its guaranty by pledging the sum of Ten Million Ten Thousand Ten and 01/100 Dollars
($10,010,010.01) to Fleet (the "Pledged Collateral"); and
WHEREAS, in order to account for the foreign currency risk of the Lazare Kaplan Japan Loan which was made
in Japanese Yen but secured by U.S. Dollars, the Banks and the Borrower desire to amend 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, in order to reduce the availability of the revolving loan extended thereunder by the
amount that Fleet has determined is the foreign currency risk related to the Lazare Kaplan Japan Loan.
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, Article One of the Loan Agreement is amended by adding new definitions for
"Lazare Kaplan Japan Loan" and "Lazare Kaplan Japan Loan Foreign Cu