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Exhibit 10.25
FEBRUARY 1999 AMENDMENT AND WAIVER AS
TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDMENT, dated as of the 19th day of February, 1999
among MOVADO GROUP, INC., a New York corporation (the "Borrower"); each of the
Lenders which is a signatory to the Credit Agreement referred to below; THE
CHASE MANHATTAN BANK, as Agent, as Swingline Bank and as Issuing Bank; and FLEET
BANK, N.A., as Co-Agent.
Preliminary Statement
A. Reference is made to the Amended and Restated Credit
Agreement dated as of July 23, 1997 (the "Original Credit Agreement") among the
Borrower, the Lenders signatory thereto, The Chase Manhattan Bank, as Agent, as
Swingline Bank and as Issuing Bank, and Fleet Bank, N.A., as Co-Agent. The
Original Credit Agreement was amended by an Amendment dated as of August 5, 1997
and by a June 1998 Amendment dated as of June 10, 1998 and by an Amendment and
Waiver dated as of November 17, 1998. The Original Credit Agreement, as so
amended, will be called herein the "Credit Agreement". All capitalized terms
used herein and not defined shall have the respective meanings ascribed to them
in the Credit Agreement.
B. The Borrower has requested that certain provisions of the
Credit Agreement be amended or waived.
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. Capital Expenditures. Section 9.05 of the Credit
Agreement is hereby amended to read as follows:
"The Borrower shall not permit Consolidated Capital
Expenditures to exceed $10,000,000 during any fiscal year (on
a noncumulative basis), except that with respect to the fiscal
year ending January 31, 1999 Consolidated Capital Expenditures
shall not exceed $12,500,000; nor shall the Borrower permit
Consolidated Capital Expenditures to exceed $30,000,000 during
the period from the Closing Date until the Maturity Date."
Section 1.2. Reporting as to Special Transaction. (a) With
respect to the Special Transaction only, the Banks hereby waive the requirement
(contained in clause (c) of the definition of "Designated Sales" in Section 1.01
of the Credit Agreement) that the Borrower provide the financial statements and
certificate described in such clause (c) to the Agent at least 20 days before
the effective date of the sale comprising the Special Transaction.
(b) The Borrower covenants and agrees to provide to
the Agent, within 20 days after the effective date of the sale comprising the
Special Transaction, the financial statements and certificate described in the
aforesaid clause (c).
(c) The Borrower represents and warrants to the Bank
that the Borrower, as of the date hereof, reasonably and in good faith believes
that the sale comprising the Special Transaction will not result in a Default
immediately after the consummation of such sale.
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Section 1.3. Prepayment Threshold for Special Transaction.
Clause (a) of the definition of "Designated Sales" in Section 1.01 of the Credit
Agreement is hereby amended by changing the amount of "$30,000,000" to
"$31,500,000" (in each of the two places in which such amount appears in such
clause).
ARTICLE 2. MATTERS GENERALLY
Section 2.1. Representations and Warranties. The Borrower
hereby represents and warrants that:
(a) All the representations and warranties set forth
in the Credit Agreement 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) The Borrower has no offset or defense with
respect to any of its obligations under the Credit Agreement
or any of the Notes or any other Facility Document, and no
claim or counterclaim against any Lender, the Swingline Bank,
the Issuing Bank, the Agent or the Co-Agent whatsoever (any
such offset, defense, claim or counterclaim as may now exist
being hereby irrevocably waived by the Borrower).
(d) This Amendment and Waiver has been duly
authorized, executed and delivered by the Borrower.
Section 2.2. Guarantor Consent. The Guarantors shall execute
this Amendment and Waiver in the space provided below to indicate their consent
to the terms of this Amendment and Waiver.
Section 2.3. Expenses. The Borrower shall pay all reasonable
expenses incurred by the Agent in connection with this Amendment and Waiver,
including (without limitation) the fees and disbursements of counsel for the
Agent.
Section 2.4. Continuing Effect. Except as otherwise expressly
provided in this Amendment and Waiver, all the terms and conditions of the
Credit Agreement shall continue in full force and effect. All the Facility
Documents also shall continue in full force and effect.
Section 2.5. Entire Agreement. This Amendment and Waiver
constitutes the entire agreement of the parties hereto with respect to an
amendment or waiver of the 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 and waiver.
Section 2.6. Counterparts. This Amendment and Waiver 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 2.7. Effectiveness. This Amendment and Waiver shall
not become effective unless and until it shall have been executed and delivered
by all the parties hereto (which execution and delivery may be evidenced by
telecopies).
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment and Waiver as of the day and year first above written.
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MOVADO GROUP, INC.
By: /s/Xxxx Xxxxxx
Xxxx Xxxxxx
Corporate Controller
THE CHASE MANHATTAN BANK, as Agent,
as Lender, as Swingline Bank and as
Issuing Bank
By: /s/Xxxxxxx Xxxx
Name (Print):Xxxxxxx Xxxx
Title:VP
FLEET BANK, N.A., as Co-Agent and as
Lender
By: /s/Xxxxxxxxx X. Xxxxxxx
Name (Print):Xxxxxxxxx X. Xxxxxxx
Title:Vice President
MARINE MIDLAND BANK
By: /s/Xxxxx X. Xxxxxx
Name (Print):Xxxxx X. Xxxxxx
Title:Assistant Vice President
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THE BANK OF NEW YORK
By: /s/Xxxxx Xxx Xxxxx
Name (Print):Xxxxx Xxx Xxxxx
Title: Vice President
CREDIT SUISSE FIRST BOSTON
By: /s/Xxxx X. Xxxxxx
Name (Print): Xxxx X. Xxxxxx
Title: Director
By: /s/Xxxxxx Xxxxx
Name (Print): Xxxxxx Xxxxx
Title: Associate
CONSENTED TO:
SWISSAM INC., as Guarantor
By: /s/Xxxxxxx X. Xxxxxx
Name (Print):Xxxxxxx X. Xxxxxx
Title:Secretary
NAW CORPORATION, as Guarantor
By: /s/Xxxxxxx X. Xxxxxx
Name (Print):Xxxxxxx X. Xxxxxx
Title:Secretary
NAWC CORUM CORPORATION, as Guarantor
By: /s/ Xxxxxxx X. Xxxxxx
Name (Print):Xxxxxxx X. Xxxxxx
Title:Secretary
MOVADO CORPORATION., as Guarantor
By: /s/Xxxxxxx X. Xxxxxx
Name (Print):Xxxxxxx X. Xxxxxx
Title:Secretary
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