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<S> <C>
DATE: Jun 05, 2000
TO: LAZARE KAPLAN INTERNATIONAL INC
ATTN: WILLIAM MORYTO
FAX: 212-697-3197
PHONE: 212-857-7672
FROM: Fleet National Bank
ATTN: Derivatives Confirmation Unit
FAX: (617) 434-4284
PHONE: (617) 434-1491
RE: INTEREST RATE SWAP
Our Ref: 65240FB/111958
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The purpose of this letter agreement is to set forth the terms and conditions of
the Transaction entered into between Fleet National Bank and LAZARE KAPLAN
INTERNATIONAL INC on the Trade Date specified below (the "Transaction"). This
letter constitutes a "Confirmation" as referred to in the ISDA Master Agreement
specified below.
The definitions and provisions contained in the 1991 ISDA Definitions, as
supplemented by the 1998 Supplement (the "Definitions"), each as published by
the International Swaps and Derivatives Association, Inc. ("ISDA"), are
incorporated into this Confirmation. In the event of any inconsistency between
the Definitions and provisions in this Confirmation, this Confirmation will
govern.
1. This Confirmation evidences a complete and binding agreement between you
and us as to the terms of the Transactions to which this Confirmation relates.
In addition, you and we agree to use our best efforts promptly to negotiate,
execute, and deliver an agreement in the form of the ISDA Master Agreement
(Multicurrency-Cross Border) (the "ISDA Form") published by ISDA, with such
modifications as you and we shall in good faith agree (such agreement, the
"Agreement"). Upon the execution by you and us of the Agreement, this
Confirmation will supplement, form a part of, and be subject to the Agreement.
All provisions contained or incorporated by reference in the Agreement, upon its
execution, shall govern this Confirmation except as expressly modified below.
Until we execute and deliver the Agreement, this Confirmation shall supplement,
form a part of, and be subject to an agreement in the form of the ISDA Form as
if we had executed an agreement in such form (with a Schedule thereto which
provides that Market Quotation and the Second Method apply for purposes of
Section 6(e) of such agreement) on the Trade Date thereof. In the event of any
inconsistency between this Confirmation and either the ISDA Form or the
Agreement, this Confirmation will govern.
2. The terms of the particular Transaction to which this Confirmation relates
are as follows:
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Trade Date : Jun 02, 2000
Effective Date : Jun 08, 2000
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Termination Date : Dec 08, 2001 subject to adjustment in
accordance with the Modified
Following Business Day Convention.
Notional Amount : JPY 907,500,000.00
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NOTIONAL AMOUNT -- FLOATING AMOUNTS SIDE
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<CAPTION>
From Date To Date Ccy Notional
<S> <C> <C> <C>
Jun 08, 2000 Sep 08, 2000 JPY 907,500,000
Sep 08, 2000 Dec 08, 2000 JPY 811,250,000
Dec 08, 2000 Mar 08, 2001 JPY 715,000,000
Mar 08, 2001 Jun 08, 2001 JPY 618,750,000
Jun 08, 2001 Sep 10, 2001 JPY 522,500,000
Sep 10, 2001 Dec 10, 2001 JPY 426,250,000
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NOTIONAL AMOUNTS -- FIXED AMOUNTS SIDE
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<CAPTION>
From Date To Date Ccy Notional
<S> <C> <C> <C>
Jun 08, 2000 Sep 08, 2000 JPY 907,500,000
Sep 08, 2000 Dec 08, 2000 JPY 811,250,000
Dec 08, 2000 Mar 08, 2001 JPY 715,000,000
Mar 08, 2001 Jun 08, 2001 JPY 618,750,000
Jun 08, 2001 Sep 10, 2001 JPY 522,500,000
Sep 10, 2001 Dec 10, 2001 JPY 426,250,000
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Floating Amounts
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Floating Rate Payer : Fleet National Bank
Floating Rate Payment Dates : Quarterly on the 8th, commencing
Sep 08, 2000 and ending on the
Termination Date subject to
adjustment in accordance with the
Modified Following Business Day
Convention.
Floating Rate Option : JPY-LIBOR-BBA
Designated Maturity : 3 months
Spread : 100.000000 basis points
Floatng Rate Day Count Fraction : ACTUAL/360
Floating Rate Reset Dates : The first Business Day of each
Calculation Period
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Compounding : Inapplicable
Business Days : Tokyo and London
Fixed Amounts
Fixed Rate Payer : LAZARE KAPLAN INTERNATIONAL INC
Fixed Rate Payment Dates : Quarterly on the 8th, commencing Sep 08,
2000 and ending on the Termination Date
subject to adjustment in accordance with
the Modified Following Business Day
Convention.
Fixed Rate : 1.580000%
Fixed Rate Day Count Fraction : ACTUAL/360
Business Days : Tokyo and London
Calculation Agent : Fleet National Bank
Governing Law : New York law
Documentation : ISDA Master Agreement to be provided by
Fleet National Bank
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3. Relationship Between Parties
Each party represents to the other party that:
(a) Non-Reliance. It is acting for its own account, and it has made its own
independent decisions to enter this Transaction and as to whether this
Transaction is appropriate or proper for it based upon its own judgement and
upon advice from such advisors as it has deemed necessary. It is not relying on
any communication (written or oral) from the other party as investment advice or
as a recommendation to enter into this Transaction; it being understood that
information and explanations related to the terms and conditions of this
Transaction shall not be considered investment advice or a recommendation to
enter into this Transaction. It has not received from the other party any
assurance or guarantee as to the expected results of this Transaction.
(b) Evaluation and Understanding. It is capable of evaluating and
understanding (on its own behalf or through independent professional advice),
and understands and accepts, the terms, conditions and risks of this
Transaction. It is also capable of assuming, and assumes, the financial and
other risks of this Transaction.
(c) Status of Parties. The other party is not acting as a fiduciary or an
advisor for it in respect of this Transaction.
(d) Risk Management. It has entered into this Transaction for the purpose of
(i) managing its borrowings or investments, (ii) hedging its
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underlying assets or liabilities or (iii) in connection with its line of
business.
(e) It is an "eligible swap participant" within the meaning of Commodity
Futures Trading Commission Regulations Section 35.1(b)(2).
4. Settlement Instructions
Payments to LAZARE KAPLAN INTERNATIONAL INC in JPY
Settlement Instructions to be advised
Payments to Fleet National Bank in JPY
Sanwa Bank, Tokyo
Account No.: 209220191 Swift Code: SANWJPJT
5. Contact Instructions
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Fleet National Bank: Tel: 617-434-7861
Resets/Payments
Fax: 617-434-3588
Confirmations Tel: 617-434-1491
Fax: 617-434-4284
LAZARE KAPLAN INTERNATIONAL INC: Tel: 212-857-7672
Fax: 212-697-3197
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Very truly yours,
Fleet National Bank
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<S> <C>
By: Karl Hoppe By: Robert Pratt
_____________________________________ ___________________________________
Name: Karl Hoppe Name: Robert Pratt
Title: Director Title: V.P.
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Agreed and accepted as of the date first above written:
LAZARE KAPLAN INTERNATIONAL INC
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<S> <C>
By: William H. Moryto
____________________________________________
Name: William H. Moryto
Title: Vice President, Chief Financial Officer
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PLEASE COUNTERSIGN AND FAX TO: (617) 434-4284
ATTN: Derivatives Confirmations
REQUEST CORRECTIONS: (617) 434-1491
Please be advised telephone calls may be recorded to ensure
transaction accuracy.
65240FB
