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Exhibit 10.2
July 23, 1996
Northwestern National Life Insurance Company
Northern Life Insurance Company
ReliaStar Bankers Security Life Insurance Company as Successor By
Merger to The North Atlantic Life Insurance Company of America
c/o ReliaStar Investment Research, Inc.
100 Washington Avenue South
Suite 800
Minneapolis, Minnesota 55401-2121
Gentlemen:
Reference is made to the Note Purchase Agreement (as heretofore amended, the
"1987 Agreement") among Northwestern National Life Insurance Company
("Northwestern"), Northern Life Insurance Company ("Northern"), The North
Atlantic Life Insurance Company of America ("North Atlantic") (collectively, the
"Lenders") and Michael Anthony Jewelers, Inc. (the "Company"), dated as of
December 15, 1987, pursuant to which Northwestern purchased a 10.5% Senior Note
of the Company in the original principal amount of $4,000,000 and North Atlantic
purchased a 10.5% Senior Note of the Company in the original principal amount of
$1,000,000.
The Company requests that the 1987 Agreement be amended in the following
respect, such amendment to be effective as of the date hereof:
Negative Covenant
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Paragraph 5(b) of the 1987 Agreement, as the same has been amended, shall be
deleted in its entirety and there shall be substituted in lieu thereof the
following in Paragraph 5:
(b) FIXED CHARGE COVERAGE. Permit the ratio of Total Pretax Income
available for Fixed Charges to Total Fixed Charges (the "Fixed
Charge Ratio") for any twelve month fiscal year end period to
be less than 175%, provided that the Fixed Charge Ratio may be
less than 175% at fiscal year end if the Fixed Charge Ratio
for the previous fiscal year was at least 175% at fiscal year
end; provided further, that the Fixed Charge Ratio may be less
than 175%, but in no event less than 100%, for any four fiscal
quarter period.
The amendment set forth herein shall supersede in its entirety the amendment of
Paragraph 5(b) set forth in that certain letter amendment dated February 16,
1995 among the Lenders and the Company.
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Except as amended hereby, the 1987 Agreement shall remain in full force and
effect.
If you agree to amending the 1987 Agreement in the manner set forth above,
please so indicate by executing the form of acknowledgment set forth below. The
amendment shall then take effect as of the date hereof.
This letter amendment may be executed in one or more counterparts, all of which
together shall constitute but one instrument.
Very truly yours,
MICHAEL ANTHONY JEWELERS, INC.
By: /s/ Allan Corn
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Allan Corn, Chief Financial Officer
By: /s/ Michael A. Paolercio, Treasurer
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Michael A. Paolercio, Treasurer
Agreed to and accepted as
of the date first above
written on behalf of
Northwestern National Life Insurance Company
By: /s/ James Wittich
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Title: Authorized Representative
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Northern Life Insurance Company
By: /s/ James Wittich
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Title: Assistant Treasurer
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ReliaStar Bankers Security Life Insurance Company as Successor By
Merger to The North Atlantic Life Insurance Company of America
By: /s/ James Wittich
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Title: Vice President
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