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Exhibit 10.57
April 14, 1998
Michael Anthony Jewelers
115 South MacQuesten Pkwy
Mount Vernon, New York 10550
Gentlemen:
Reference is made to the Note Purchase Agreement dated as of February
16, 1995, among Michael Anthony Jewelers, Inc. (the "Company") and the
undersigned insurance company lenders (collectively, the "Lenders" and
individually, "Lender"). Capitalized terms used in this letter, but not
otherwise defined herein, shall have the meanings given such terms in the Note
Purchase Agreement.
Among the provisions contained in the Note Purchase Agreement is a
covenant in Section 5 (b) which requires the Company to maintain a Fixed Charge
Ratio for any four quarter period of the Company that is not less than 175%,
provided that the Fixed Charge Ratio may be less than 175%, but in no event less
than 100%, for any four fiscal quarter period if the Fixed Charge Ratio for the
corresponding period in the previous fiscal year of the Company was at least
175% (the "Fixed Charge Ratio Requirements").
The Company has requested that Lenders waive compliance with the Fixed
Charge Ratio requirements for the Company's fiscal year ending January 31, 1998
(FY 98) and the following three fiscal quarters specified below. Lenders hereby
grant such waiver; provided, however, that the Company will be required to
maintain a Fixed Charge Ratio of not less than the following ratios for the
corresponding periods:
PERIOD RATIO
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As of the First Quarter ending 5-2-98 110%
As of the Second Quarter ending 8-1-98 130%
As of the Third Quarter ending 10-31-98 150%
Notwithstanding anything to the contrary, for purposes of the Fixed Charge
Ratios specified above, the special one-time charge to be taken by the Company
in the fourth quarter of FY 98 in an approximate amount not to exceed $4.5
million will not be included in the calculations.
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In consideration for the Lenders' agreements herein, the Company agrees that
from May 15, 1998 through the maturity of the Notes, the interest rate on the
Notes shall be LIBOR plus 2.50%, calculated in the same manner as previously
agreed upon.
This waiver shall be effective during the periods specified above conditioned
upon the Company's compliance with the Fixed Charge Ratios specified above. As
of the fourth quarter and year ending January 30, 1999, the Fixed Charge Ratio
Requirements in the Note Purchase Agreement, as previously amended, will be
reinstated. Except as otherwise specified herein, the Note Purchase Agreement
shall remain in full force and effect and is unaffected hereby.
This letter (a) is not intended, nor shall it, establish any course of dealing
between the Company and Lenders that is inconsistent with the express terms of
the Note Purchase Agreement and (b) shall not be effective until each of Lenders
has signed below.
RELIASTAR LIFE INSURANCE COMPANY,
formerly known as NORTHWESTERN NATIONAL
LIFE INSURANCE COMPANY
By: /s/ JAMES WITTICH
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Title: Authorized Representative
NORTHERN LIFE INSURANCE COMPANY
By: /s/ JAMES WITTICH
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Title: Assistant Treasurer
Acknowledged and agreed
this 14th day of April, 1998
MICHAEL ANTHONY JEWELERS, INC.
By: /s/ ALLAN CORN
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Allan Corn, Chief Financial Officer
and By: /s/ MICHAEL A. PAOLERCIO
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Michael A. Paolercio, Treasurer