EXHIBIT 10.1
OCTOBER 2004 AMENDMENT TO CREDIT AGREEMENT
THIS AMENDMENT, dated as of the 19th day of October, 2004, among
MOVADO GROUP, INC., a New York corporation (the "Parent"); MGI LUXURY GROUP S.A.
(formerly known as Concord Watch Company SA), a Swiss corporation (hereinafter
referred to as "Concord" or "Luxury" interchangeably); MOVADO WATCH COMPANY SA,
a Swiss corporation ("MWC"); each of the Lenders which is a signatory to the
Credit Agreement referred to below; and JPMORGAN CHASE BANK, as Administrative
Agent, as Swingline Bank and as Issuing Bank.
Preliminary Statement
A. Reference is made to the Credit Agreement dated as of June 17,
2003 among the Parent, Concord, MWC, the Lenders signatory thereto and JPMorgan
Chase Bank, as Administrative Agent, as Swingline Bank and as Issuing Bank,
which was amended by the Waiver and Amendment dated February 27, 2004 among such
parties (collectively, the "Existing Credit Agreement"). All capitalized terms
used in this Amendment and not defined herein shall have the respective meanings
ascribed to them in the Existing Credit Agreement.
B. The parties desire to amend the Existing Credit Agreement, so as
(i) to reflect the change in the name of Concord from "Concord Watch Company SA"
to "MGI Luxury Group S.A."; (ii) to reflect the merger into Luxury of its
wholly-owned subsidiary, ▇▇▇▇ ▇.▇.; (iii) to make certain changes in the
negative covenant contained in the Existing Credit Agreement restricting Debt;
and (iv) to provide for certain other amendments of the Existing Credit
Agreement; all on the terms and conditions hereinafter expressly provided.
NOW, THEREFORE, for good and valuable consideration (the receipt and
sufficiency of which are hereby acknowledged), the parties hereto agree as
follows:
ARTICLE 1. PARTICULAR AMENDMENTS
Section 1.1. Particular Transactions. The Parent hereby represents,
warrants, acknowledges and agrees that (a) Concord changed its name from
"Concord Watch Company SA" to "MGI Luxury Group S.A.", effective as of June 17,
2004; (b) ▇▇▇▇ ▇.▇., which was a wholly-owned subsidiary of Luxury, merged into
Luxury, effective as of June 28, 2004; and (c) the operating business comprising
▇▇▇▇ ▇.▇. prior to such merger, and the operating business comprising Luxury
prior to such merger, now constitute two separate operating divisions of Luxury
(and neither of such divisions is a separate corporation).
Section 1.2. New Defined Terms. Section 1.1 of the Existing Credit
Agreement is hereby amended by adding thereto the following defined term:
"' Luxury' means MGI Luxury Group S.A., a Swiss corporation,
which was formerly known as Concord Watch Company SA."
All references in the Existing Credit Agreement, the other Facility Documents,
this Amendment and any future amendments of the Existing Credit Agreement or any
other Facility Document to "Concord Watch Company SA", "Concord", "MGI Luxury
Group S.A." or "Luxury" refer to one and the same corporation.
Section 1.3. Debt Covenant. Section 8.1 of the Existing Credit
Agreement is hereby amended as follows: in clause (g), the amount "$3,000,000"
is changed to "$10,000,000" (in each of the two places in which such amount is
referred to); and in clause (h), the amount "$15,000,000" is changed to
"$25,000,000" (in each of the two places in which such amount is referred to).
Section 1.4. List of Subsidiaries. Schedule III to the Existing
Credit Agreement is hereby amended so as to read as set forth on Annex I to this
Amendment.
ARTICLE 2. MATTERS GENERALLY
Section 2.1. Fee. Contemporaneously with the execution and delivery
of this Amendment, the Borrowers shall pay a nonrefundable amendment fee to the
Administrative Agent for the benefit of the Lenders in the aggregate amount of
$20,000, which shall be remitted by the Administrative Agent to the Lenders in
equal portions of $5,000 each. Such fee shall be in addition to all other
amounts required to be paid by the Borrowers under the Existing Credit Agreement
and this Amendment.
Section 2.2. Representations and Warranties. Each of the Borrowers
hereby represents and warrants as follows (provided, however, that such
representations and warranties by each Foreign Subsidiary Borrower shall be as
to such Foreign Subsidiary Borrower only):
(a) All the representations and warranties set forth in the
Existing Credit Agreement and in the other Facility Documents are
true and complete on and as of the date hereof (with the same effect
as though made on and as of such date).
(b) No Default or Event of Default exists.
(c) No Borrower has any offset or defense with respect to any
of its obligations under the Existing Credit Agreement or any of the
Notes or any other Facility Document, and no Borrower has any claim
or counterclaim against any Lender, the Swingline Bank, the Issuing
Bank or the Administrative Agent whatsoever (any such offset,
defense, claim or counterclaim as may now exist being hereby
irrevocably waived by the Borrowers).
(d) This Amendment has been duly authorized, executed and
delivered by the Borrowers.
Section 2.3. Guarantor Consent. The Subsidiary Guarantors shall
execute this Amendment in the space provided below to indicate their consent to
the terms of this Amendment.
Section 2.4. Expenses. The Borrowers shall pay all reasonable
expenses incurred by the Administrative Agent in connection with this Amendment,
including (without limitation) the reasonable fees and disbursements of counsel
for the Administrative Agent.
Section 2.5. Continuing Effect. Except as otherwise expressly
provided in this Amendment, all the terms and conditions of the Existing Credit
Agreement shall continue in full force and effect. All the other Facility
Documents also shall continue in full force and effect.
Section 2.6. Entire Agreement. This Amendment constitutes the entire
agreement of the parties hereto with respect to an amendment of the Existing
Credit Agreement pertaining to the subject matter hereof, and it supersedes and
replaces all prior and contemporaneous agreements, discussions and
understandings (whether written or oral) with respect to such amendment.
Section 2.7. Counterparts. This Amendment may be executed in two or
more counterparts, each of which shall be deemed to be an original, but all of
which taken together shall constitute one and the same agreement.
Section 2.8. Effectiveness. This Amendment shall not become
effective unless and until it shall have been executed and delivered by the
Borrowers, the Administrative Agent and the Lenders (which execution and
delivery may be evidenced by telecopies).
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment
as of the day and year first above written.
MOVADO GROUP, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------
Name (Print): ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Treasurer
MGI LUXURY GROUP S.A.(formerly
known as Concord Watch Company
SA)
By: /s/ ▇▇▇▇ ▇▇▇▇▇
-----------------------
Name (Print): ▇▇▇▇ ▇▇▇▇▇
Title: President
By: /s/ Emre Kurtoglu
-----------------------
Name (Print): Emre Kurtoglu
Title: Vice President Finance
MOVADO WATCH COMPANY SA
By: /s/ ▇▇▇▇ ▇▇▇▇▇
-----------------------
Name (Print): ▇▇▇▇ ▇▇▇▇▇
Title: President
By: /s/ Emre Kurtoglu
-----------------------
Name (Print): Emre Kurtoglu
Title: Vice President Finance
JPMORGAN CHASE BANK, as
Administrative Agent, as Lender,
as Swingline Bank and as Issuing
Bank
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Vice President
FLEET NATIONAL BANK, a Bank of
America Company
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Director
THE BANK OF NEW YORK
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President
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CITIBANK, N.A.
By: /s/ ▇▇▇▇▇▇▇ ▇. Patina
-----------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Vice President
CONSENTED TO BY SUBSIDIARY GUARANTORS:
MOVADO RETAIL GROUP, INC.
By: /s/ ▇▇▇ ▇▇▇▇▇▇
-----------------------
Name (Print): ▇▇▇ ▇▇▇▇▇▇
Title: President
MOVADO LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name (Print): ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: General Counsel
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ANNEX I TO AMENDMENT
Schedule III
Subsidiaries of Movado Group, Inc. (Section 6.9)
All issued and outstanding shares of each of the following Subsidiaries are
wholly owned, directly or indirectly, by the Company except for statutorily
required directors qualifying shares in the case of the Hong Kong and Swiss
Subsidiaries.
Bermuda:
MGI International Ltd.
California:
North American Watch Service Corporation (inactive)
Canada:
Movado Group of Canada, Inc.
Delaware:
Movado Group Delaware Holdings Corporation
Movado International, Ltd. (inactive)
Movado LLC
NAW Corporation (inactive)
NAWC Corum Corporation (inactive)
France:
Swisswave Europe S.A.
Germany:
MGI Luxury Group GmbH
Concord Watch Deutschland GmbH
Movado Watch Deutschland GmbH
Hong Kong:
Swissam Ltd.
Swissam Products Ltd.
Japan:
MGI Japan Co., Ltd.
New Jersey:
EWC Marketing Corp. (inactive)
Movado Retail Group, Inc
Singapore:
Swissam Pte. Ltd.
Switzerland:
Ebel Watches S.A. (inactive)
MGI Luxury Group S.A.
Montres Movado Bienne, S.A.
Movado Watch Company, S.A.
S.A. de l'Immeuble ▇▇▇ ▇▇ ▇▇ ▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
MGI Luxury Group U.K. Ltd.