0000930413-08-005392 Sample Contracts

FIRST AMENDED AND RESTATED FINANCE AGREEMENT
Finance Agreement • September 9th, 2008 • Lazare Kaplan International Inc • Wholesale-jewelry, watches, precious stones & metals • New York

This AGREEMENT, dated as of June 10, 2008, between NAMGEM TRADING BVI LIMITED, a company limited by shares organized and existing under the laws of the British Virgin Islands (the “Borrower”), and OVERSEAS PRIVATE INVESTMENT CORPORATION, an agency of the United States of America (“OPIC”),

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SUBORDINATION AGREEMENT among NAMGEM TRADING (BERMUDA) LIMITED, LAZARE KAPLAN INTERNATIONAL INC., NAMGEM TRADING (BVI) LIMITED and OVERSEAS PRIVATE INVESTMENT CORPORATION Dated as of August 18, 2008 OPIC/673-2006-061-IG
Subordination Agreement • September 9th, 2008 • Lazare Kaplan International Inc • Wholesale-jewelry, watches, precious stones & metals • New York

SUBORDINATION AGREEMENT (the “Agreement”), dated as of August 18, 2008, by and among NAMGEM TRADING (BERMUDA) LIMITED, a company organized and existing under the laws of Bermuda (“NamGem Bermuda”), LAZARE KAPLAN INTERNATIONAL INC., a corporation organized and existing under the laws of the State of Delaware, United States of America (the “Sponsor”), NAMGEM TRADING (BVI) LIMITED, a company limited by shares organized and existing under the laws of the British Virgin Islands (the “Borrower”), and OVERSEAS PRIVATE INVESTMENT CORPORATION, an agency of the United States of America (“OPIC”).

GUARANTY
Guaranty • September 9th, 2008 • Lazare Kaplan International Inc • Wholesale-jewelry, watches, precious stones & metals

This GUARANTY (as amended, supplemented, amended and restated or otherwise modified from time to time, this “Guaranty”), dated as of July __, 2007 is made by Lazare Kaplan International Inc., a Delaware corporation (the “Guarantor”), in favor of ABN AMRO Bank N.V. (the “Bank”).

CONSIGNMENT AND GUARANTY AGREEMENT among NAMGEM TRADING BVI LIMITED, NAMGEM TRADING BVBA, and LAZARE KAPLAN INTERNATIONAL INC., Dated as of June 20, 2008
Consignment and Guaranty Agreement • September 9th, 2008 • Lazare Kaplan International Inc • Wholesale-jewelry, watches, precious stones & metals • New York

AGREEMENT dated as of June 20, 2008, between NAMGEM TRADING BVI LIMITED, an international business company organized and existing under the laws of the British Virgin Islands (“Consignor”), NAMGEM TRADING BVBA, a company organized and existing under the laws of the Kingdom of Belgium (“Consignee”), and LAZARE KAPLAN INTERNATIONAL INC., a corporation organized and existing under the laws of the State of Delaware (“LKI”).

WAIVER AND NINTH AMENDMENT
Waiver and Ninth Amendment • September 9th, 2008 • Lazare Kaplan International Inc • Wholesale-jewelry, watches, precious stones & metals • New York

WAIVER AND NINTH AMENDMENT dated as of February 21, 2008 (this “Amendment”) with respect to the Revolving Credit Agreement, dated as of August 14, 2002 (as amended, the “Credit Agreement”) by and between Lazare Kaplan International Inc. (“Borrower”), as borrower and ABN AMRO Bank N.V., as Administrative Agent (the “Administrative Agent”) and as a Bank (the “Bank”).

LINE OF CREDIT AGREEMENT Dated as of September 30, 2007 Between LAZARE KAPLAN INTERNATIONAL INC. as Borrower and BANK LEUMI USA as Bank Lender
Line of Credit Agreement • September 9th, 2008 • Lazare Kaplan International Inc • Wholesale-jewelry, watches, precious stones & metals • New York

This LINE OF CREDIT AGREEMENT (this “Agreement”) is made as of September 30, 2007 by and among LAZARE KAPLAN INTERNATIONAL INC. (the “Borrower” ), a Delaware corporation having its principal place of business at 19 West 44th Street N.Y., N.Y. 10036 and BANK LEUMI USA, as a lender (“Bank”).

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