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October 13, 2000
Little Switzerland, Inc.
161-B Crown Bay
P.O. Box 930
St. Thomas, U.S. Virgin Islands 00804
Attn: Robert L. Baumgardner, President
Re: Extension to Standstill for Completion of Almod Transactions
Dear Mr. Baumgardner:
We have considered your request for further amendment to our July 28,
2000 letter agreement (the "July 28 Agreement"), as amended by the August 23,
2000 letter agreement (the "August 23 Agreement"), by and between The Chase
Manhattan Bank and the Bank of Nova Scotia (the "Lenders"), Little Switzerland,
Inc. (the "Company") and the Company's subsidiaries party thereto regarding the
proposed transactions of the Company and its related entities with Almod
Diamonds Limited, and, in our mutual interest of the completion of such proposed
transactions and in consideration of the premises, the Lenders are willing to
further amend the July 28 Agreement, as modified by the August 23 Agreement, as
follows and subject to the following terms and conditions:
1. The terms, conditions and agreements of the July 28 Agreement,
as modified by the August 23 Agreement, shall remain binding
and in full force and effect, except as specifically modified
by this letter agreement, throughout the term of the Extended
Standstill Period. All capitalized terms used but not defined
herein shall have the meaning given in the July 28 Agreement,
as modified by the August 23 Agreement. This letter agreement
may be signed in counterparts. A signed facsimile copy shall
be binding upon and acceptable to all parties.
2. b The copy of the binding commitment letter required under
Paragraph 3 of the August 23 Agreement shall be delivered to
the Lenders on or before November 30, 2000, in such form and
substance required in the August 23 Agreement.
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Letter dated October 13, 2000
Page 2
3. The payment required under Paragraph 4 of the August 23
Agreement shall be made on or before November 30, 2000.
4. During the Extended Standstill Period, the Company shall have
no obligation to make payments to the Lenders, other than (a)
regularly scheduled interest payments; (b) such payments
required under this letter agreement and under the July 28
Agreement, as modified by the August 23 Agreement, and as
further modified by this letter agreement; and (c) payment of
all reasonable costs and expenses of the Lenders incurred in
connection with this letter agreement and all costs and
expenses of the Lenders as provided in the July 28 Agreement
and the August 23 Agreement.
5. Notwithstanding anything to the contrary, the Extended
Standstill Period shall terminate prior to December 31, 2000,
in the event of an earlier Termination Event as defined in and
subject to the July 28 Agreement, as modified by the August 23
Agreement; provided, however, that, in addition to the events
listed under Paragraph 6 of the August 23 Agreement, a failure
to comply with any term of this letter agreement shall
constitute a Termination Event.
If the Company and its subsidiaries are in agreement with the
foregoing, please sign as indicated below and return a signed original of this
letter to the Lenders.
THE CHASE MANHATTAN BANK
By: /s/ R. Odell
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THE BANK OF NOVA SCOTIA
By: /s/ R. Edwards
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The foregoing is acknowledged and agreed to by:
LITTLE SWITZERLAND, INC., a Delaware corporation
By: /s/ Robert L. Baumgardner,
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Robert L. Baumgardner, President
L.S. WHOLESALE, INC., a Massachusetts corporation
By: /s/ Robert L. Baumgardner,
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Robert L. Baumgardner, President
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Letter dated October 13, 2000
Page 3
L.S. HOLDING, INC., a U.S. Virgin Islands corporation
By: /s/ Robert L. Baumgardner,
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Robert L. Baumgardner, President
WORLD GIFT IMPORTS (BARBADOS) LIMITED, a Barbados company
By: /s/ P.J. Hopper
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Patrick J. Hopper, Director
WORLD GIFT IMPORTS, N.V., a St. Maarten Netherlands Antilles limited liability
company
By: /s/ P.J. Hopper
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Peter J. Hopper, Managing Director
S.A.R.L. MONTRES ET BIJOUX, a St. Martin company
By: /s/ P.J. Hopper
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LITTLE SWITZERLAND, N.V., an Aruba limited liability company
By: L.S. HOLDING (ARUBA), N.V., Managing Director
By: /s/ Robert L. Baumgardner
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Robert Lee Baumgardner, President of the Managing Board
L.S. HOLDING (ARUBA), N.V., an Aruba limited liability company
By: /s/ Robert L. Baumgardner
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Robert Lee Baumgardner, President of the Managing Board
L.S. HOLDING CURACAO, N.V., a Curacao limited liability company
By: /s/ Robert L. Baumgardner
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Robert L. Baumgardner, President and Managing Director
L.S. HOLDING (USA), INC., an Alaska corporation
By: /s/ Robert L. Baumgardner
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Robert L. Baumgardner, President
