EXHIBIT 10.27
November , 1994
Town & Country Corporation
Town & Country Fine Jewelry Group, Inc.
L.G. Balfour Company, Inc.
Gold Lance, Inc.
25 Union Street
Chelsea, Massachusetts 02150
Attention: Mr. Robert Hannon
Chief Financial Officer
Re: Amended and Restated Collateral Sharing Agreement
dated as of May 14, 1983, by and among Fleet Precious
Metals Inc. ("Fleet") and various consignors (the
"Collateral Sharing Agreement") and the Consignment
Agreements (as defined in the Collateral Sharing
Agreement).
Gentlemen:
Reference is made herein to the Consignment Agreements and to a certain
letter dated October 18, 1994 (the "Termination Notice") sent by Rhode Island
Hospital Trust National Bank ("RIHT") to Town & Country Corporation, Town &
Country Fine Jewelry Group, Inc., L.G. Balfour Company, Inc. and Gold Lance,
Inc. (collectively, the "Company") whereby RIHT indicated that it intended to
terminate the Consignment Agreement between RIHT and the Company (the "RIHT
Consignment Agreement"). This letter will confirm our understanding that RIHT
has advised the Company and Fleet, as Agent under the Collateral Sharing
Agreement that it intends to rescind said Termination Notice and that RIHT and
the other Consignors hereby agree that in the absence of the occurrence of an
Event of Default (as defined in the Consignment Agreements), the Consignors
shall not terminate the Consignment Agreements on or before February 1, 1995,
provided the following terms and conditions are met:
1. The Company shall reduce the outstanding balance of gold on consignment
under each of the Consignment Agreements to the amounts specified as the of the
dates specified:
Fleet RIHT ABN Republic
December 1, 1994 38,402 fto 24,500 fto 9,013 fto 6,215 fto
January 1, 1995 37,227 fto 23,750 fto 8,692 fto 6,105 fto
February 1, 1995 36,051 fto 23,000 fto 8,461 fto 5,835 fto
2. On or before February 1, 1995, the Company shall supply to
the Consignors a business plan for L.G. Balfour Company, Inc.
which is reasonably satisfactory in all respects to the
Consignors.
3. On or before February 1, 1995, the Company agrees to meet with the
Consignors to discuss terms of their consignment arrangements for the future
year.
Except as expressly provided herein, this letter agreement is entered into
by the parties without prejudice to all rights and remedies Consignors have
under their respective Consignment Agreements, any documents securing the
obligations and indebtedness of the Company to Consignors or at law and nothing
contained in this letter nor in any other communication between or among the
Company and any one or more of the Consignors shall constitute a waiver of any
such rights and remedies.
To evidence your consent to the foregoing, please execute this letter in
the spaces provided below. This letter is effective if signed in counterparts.
Very truly yours,
FLEET PRECIOUS METALS INC.,
individually and as Agent
for the Consignors
By:_____/s/ A. J. Capuano______
Title:__Vice President_________
Accepted and Agreed:
TOWN & COUNTRY CORPORATION RHODE ISLAND HOSPITAL TRUST
NATIONAL BANK
By: /s/Francis X. Correra_ By:____/s/Jerry Zimmerman______
Title:_Sr.V.P. & CFO______ Title:_Vice President__________
TOWN & COUNTRY FINE JEWELRY ABN-AMRO BANK, N.V.
GROUP, INC.
By: /s/Francis X. Correra_ By:____/s/Jeffrey Sarfaty______
Title:_V.P., Treasurer____ Title:_Vice President__________
L.G. BALFOUR COMPANY, INC. REPUBLIC NATIONAL BANK OF NEW YORK
By: /s/Francis X. Correra_ By:____/s/ Daniel E. Mahni_____
Title:_Exec. V.P., Treas._ Title:_Senior Vice President___
GOLD LANCE, INC.
By: /s/Francis X. Correra_
Title:_Treasurer/Director_