Common use of Amendment and Consent Clause in Contracts

Amendment and Consent. 1.1 The Line Letter is hereby amended, effective on the date of execution and delivery of this Second Amendment by the parties hereto, as follows: (a) The first paragraph is amended by deleting "$35,000,000" and substituting "$40,000,000". (b) Paragraph (f)(iii) of Appendix A is amended in its entirety to read as follows: (iii) not permit at any time during the period through January 31, 2013 the ratio of (i) total obligations and liabilities of the Company to banks, financial institutions and affiliates thereof (including, without limitation, contingent obligations with respect to undrawn letters of credit), to (ii) Working Capital of the Company to exceed 5.0 to 1.0, provided that such ratio shall be changed to a maximum of 6.0 to 1.0 during such period through January 31, 2013 if the closing of the purchase by Spectrum Group International Inc. ("SOl") of the equity interests in SGI and the Company owned by Afinsa Bienes Tangibles, SA and Auctentia SL shall occur; and not permit such ratio at any time after January 31, 2013 to exceed 5.0 to 1.0." 1.2 The Lender hereby consents to the payment by the Company of dividends in any amount during calendar year 2012, provided that before and after giving effect to each such dividend payment, (A) no Event of Default shall have occurred and be continuing or would exist after giving effect thereto, (B) the Lender shall not have (x) declared the Company's obligations to be due and payable pursuant to the Loan Documents or (y) demanded payment of cash collateral or any other obligations hereunder or thereunder, (C) the ratio set forth in paragraph (f)(iii) of Appendix A to the Line Letter shall not exceed 5.0 to 1.0 after giving effect thereto and (D) the Company shall have delivered to the Lender a certificate of its chief financial or other comparable senior officer certifying compliance with the covenants in this Agreement and clause (C) above and absence of any Event of Default after giving effect to such payment.

Amendment and Consent. 1.1 The Line Letter is hereby amended, effective on the date of execution and delivery of this Second Amendment by the parties hereto, as follows: (a) The first paragraph is amended by deleting "$35,000,000" and substituting "$40,000,000". (b) Paragraph (f)(iii) of Appendix A is amended in its entirety to read as follows: (iii) not permit at any time during the period through January 31, 2013 the ratio of (i) total obligations and liabilities of the Company to banks, financial institutions and affiliates thereof (including, without limitation, contingent obligations with respect to undrawn letters of credit), to (ii) Working Capital of the Company to exceed 5.0 to 1.0, provided that such ratio shall be changed to a maximum of 6.0 to 1.0 during such period through January 313 1, 2013 if the closing of the purchase by Spectrum Group International Inc. ("SOlSGI") of the equity interests in SGI and the Company owned by Afinsa Bienes Tangibles, SA and Auctentia SL shall occur; and not permit such ratio at any time after January 31, 2013 to exceed 5.0 to 1.0." 1.2 The Lender hereby consents to the payment by the Company of dividends in any amount during calendar year 201220 12, provided that before and after giving effect to each such dividend payment, (A) no Event of Default shall have occurred and be continuing or would exist after giving effect thereto, (B) the Lender shall not have (x) declared the Company's obligations to be due and payable pursuant to the Loan Documents or (y) demanded payment of cash collateral or any other obligations hereunder or thereunder, (C) the ratio set forth in paragraph (f)(iiit)(iii) of Appendix A to the Line Letter shall not exceed 5.0 to 1.0 after giving effect thereto and (D) the Company shall have delivered to the Lender a certificate of its chief financial or other comparable senior officer certifying compliance with the covenants in this Agreement and clause (C) above and absence of any Event of Default after aftcr giving effect to such payment.