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EXHIBIT 10.2
AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT
This AMENDMENT, dated as of the 5th day of August, 1997, among MOVADO
GROUP, INC., A New York corporation (the "Borrower"); each of the Lenders which
is a signatory hereto; THE CHASE MANHATTAN BANK, as Agent, as Swingline Bank and
as Issuing Bank; FLEET BANK, N.A., as Co-Agent; and CREDIT SUISSE FIRST BOSTON
(the "New Lender").
Preliminary Statement
A. Reference is made to the Amended and Restated Credit Agreement dated as
of July 23, 1997 (the "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. 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 the Total Revolving Credit Commitment be
increased from $78,750,000 to $90,000,000, and that the New Lender become a
party to the Credit Agreement as a "Lender", and that certain other changes be
made to the Credit Agreement.
NOW, THEREFORE, for ten dollars and other 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 Increase. Schedule I to the Credit Agreement is hereby amended,
effective as of August 26, 1997, to read as follows:
SCHEDULE I
Lenders and Their Revolving Credit Commitments
Revolving Credit Lender's Pro-Rata
Name of Lender Commitment Percentage
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The Chase Manhattan Bank $20,250,000 22.5%
Fleet Bank, N.A. $20,250,000 22.5%
Marine Midland Bank $20,250,000 22.5%
The Bank of New York $18,000,000 20.0%
Credit Suisse First Boston $11,250,000 12.5%
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TOTAL REVOLVING CREDIT $90,000,000 100%
COMMITMENT-
Section 1.2 New Lender. (a) The parties hereto agree that the New Lender is
hereby made a party to the Credit Agreement as a "Lender" thereunder, effective
as of August 26, 1997, with all the rights and duties of a Lender thereunder.
(b) Simultaneously herewith, the Borrower shall execute and
deliver to the Agent, for the account of the New Lender, a Syndicated Loan
Note in favor of the New Lender evidencing Syndicated Loans to be made by the
New Lender on and after August 26, 1997 pursuant to the Revolving Credit
Commitment of the New Lender.
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(c) The New Lender represents and warrants that it is legally authorized
to enter into this Agreement. The New Lender also acknowledges, agrees and
confirms that (i) it has received a copy of the Credit Agreement, together with
copies of the most recent financial statements referred to in Section 7.08 (a)
and (b) of the Credit Agreement, and such other Facility Documents and other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Amendment; and (ii) it will
independently and without reliance upon the Agent or any other Lender and based
on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
the Credit Agreement; and (iii) it appoints and authorizes the Agent to take
such action as Agent on its behalf and to exercise such powers under the Credit
Agreement and the other Facility Documents as are delegated to the Agent by the
terms thereof, together with such powers as are reasonably incidental thereto;
(iv) it agrees that it will perform in accordance with their terms all the
obligations which by the terms of the Credit Agreement are required to be
performed by it as a Lender.
(d) The Lending Office of the New Lender, and its address for notices
for purposes of Section 12.06 of the Credit Agreement, are as follows:
Credit Suisse First Boston
00 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000-0000
Attention: Xx. Xxxx Xxxxxx
Telecopier No.: 000-000-0000
Section 1.2 Telephone Instructions. Subject to the terms of the
Authorization Letter, the Agent and the Issuing Bank agree that they will
accept from the Borrower by telephone (provided that the same is confirmed by
telecopy promptly, and in all events on the same day as such telephone
communication) any Borrowing Request, any notice of prepayment referred to in
Section 2.12 of the Credit Agreement and any notice as to a Letter of Credit
referred to in Section 3.02 of the Credit Agreement.
Section 1.03 Lenders to Pay Interest Based on Federal Funds Rate
Only. (a) The last sentence of Section 2.02(e) of the Credit Agreement is
hereby amended to read as follows:
"If any Lender shall not have made its Pro Rata Percentage of such L/C
Disbursement available to the Agent as provided above, such Lender and
the Borrower severally agree to pay interest on such amount, for each
day from and including the date such amount is required to be paid in
accordance with this paragraph to but excluding the date such amount is
paid, to the Agent for the account of the Issuing Bank at (i) in the
case of the Borrower, a rate per annum equal to the Alternate Base Rate,
and (ii) in the case of such Lender, a rate per annum equal to, for the
first such day, the Federal Funds Effective Rate and, for each day
thereafter, one percent per annum in excess of the Federal Funds
Effective Rate.
(b) The last sentence of Section 2.05(a) of the Credit Agreement is
hereby amended to read as follows:
"If any Lender shall not have made its Pro Rata Percentage of such
aggregate amount specified in such notice available to the Agent as
provided in the immediately proceeding sentence, such Lender shall
(independently of and in addition to the Borrower's obligation to pay
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interest on such amount) pay interest on its Pro Rata Percentage
of such amount for each day from and including the date the same
is required to be paid in accordance with this paragraph to but
excluding the date the same is paid, to the Agent for the
account of the Swingline Bank at (i) for the first such day, the
Federal Funds Effective Rate, and (ii) for each day thereafter,
one percent per annum in excess of the Federal Funds Effective
Rate."
(c) The last sentence of Section 2.05(d) of the Credit
Agreement is hereby amended to read as follows:
"Each Lender shall in addition pay to the Agent for the account
of the Swingline Bank interest on the amount of such obligation
of such Lender for each day from and including the date such
amount is required to be paid in accordance with this paragraph
to but excluding the date such amount is paid, at (i) for the
first such day, the Federal Funds Effective Rate, and (ii) for
each day thereafter, one percent per annum in excess of the
Federal Funds Effective Rate."
Section 1.4 Account for Swiss Franc Loans. Pursuant to the Letter of
Direction as to Swiss Franc Loans dated July 23, 1997 from the Borrower to the
Agent, the Borrower requested the Agent to disburse the proceeds of Swiss Franc
Loans to a bank account in the name of Concord Watch Company, S.A. (a
Subsidiary of the Borrower) at Swiss Bank Corporation of Biene, Switzerland.
The Borrower agreed in such Letter that it would, within 60 days, open an
account in its own name at such bank (or at another banking institution), to
which the proceeds of Swiss Franc Loans would thereafter be disbursed. The
Borrower has requested relief from such requirement that such account be opened
in its own name. Accordingly, such Letter is hereby amended by deleting (in the
third paragraph thereof) the phrase "within the next 60 days" and substituting
therefor the phrase "within 10 days after the request by the Agent."
ARTICLE II. 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 the Syndicated Loan Note in favor of the
New Lender being executed and delivered simultaneously herewith
have been duly authorized, executed and delivered by the
Borrower.
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Section 2.2 Guarantor Consent. SwissAm shall execute this Amendment in
the space provided below to indicate its consent to the terms of this Amendment.
Section 2.3 Expenses. The Borrower shall pay all reasonable expenses
incurred by the Agent in connection with the transaction contemplated by this
Amendment, 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, 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 (together with the
Syndicated Loan Note in favor of the New Lender being executed and delivered
simultaneously herewith) constitutes the entire agreement of the parties hereto
with respect to an amendment of the Credit Agreement pertaining to the subject
matter hereof, and it (together with such Note) supersedes and replaces all
prior and contemporaneous agreements, discussions and understandings (whether
written or oral) with respect to such amendment.
Section 2.6 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 2.7 Effectiveness. This Amendment 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 as of the day and year first above written.
MOVADO GROUP, INC.
By: /s/ Xxxx X. Xxxxxx
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Name (Print): Xxxx X. Xxxxxx
Title: Corp. Controller
THE CHASE MANHATTAN BANK, as Agent,
as Lender, as Swingline Bank and as
Issuing Bank
By:
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Xxxxxx XxXxxx Xxxxxxx
Vice President
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Section 2.2 Guarantor Consent. SwissAm shall execute this Amendment in
the space provided below to indicate its consent to the terms of this Amendment.
Section 2.3 Expenses. The Borrower shall pay all reasonable expenses
incurred by the Agent in connection with the transaction contemplated by this
Amendment, 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, 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 (together with the
Syndicated Loan Note in favor of the New Lender being executed and delivered
simultaneously herewith) constitutes the entire agreement on the parties hereto
with respect to an amendment of the Credit Agreement pertaining to the subject
matter hereof, and it (together with such Note) supersedes and replaces all
prior and contemporaneous agreements, discussions and understandings (whether
written or oral) with respect to such amendment.
Section 2.6 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 2.7 Effectiveness. This Amendment 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 as of the day and year first above written.
MOVADO GROUP, INC.
By:
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Name (Print):
Title:
THE CHASE MANHATTAN BANK, as Agent, as
Lender, as Swingline Bank and as Issuing
Bank
By: /s/ Xxxxxx XxXxxx Xxxxxxx
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Xxxxxx XxXxxx Xxxxxxx
Vice President
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FLEET BANK, N.A., as Co-Agent and as
Lender
By: /s/ Xxxxxxx Xxxxx
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Xxxxxxx X. Xxxxx
Vice President
MARINE MIDLAND BANK
By:
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Xxxx X. Xxxxxxxx
Vice President
THE BANK OF NEW YORK
BY:
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Xxxxx Xxx Xxxxx
Vice President
CREDIT SUISSE FIRST BOSTON
BY:
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Name (Print):
Title:
CONSENTED TO:
SWISSAM INC., as Guarantor
By:
----------------------
Name (Print):
Title:
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FLEET BANK, N.A., as Co-Agent and as
Lender
By:
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Xxxxxxx X. Xxxxx
Vice President
MARINE MIDLAND BANK
By: /s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx
Vice President
THE BANK OF NEW YORK
BY:
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Xxxxx Xxx Xxxxx
Vice President
CREDIT SUISSE FIRST BOSTON
BY:
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Name (Print):
Title:
CONSENTED TO:
SWISSAM INC., as Guarantor
By:
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Name (Print):
Title:
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FLEET BANK, N.A., as Co-Agent and as
Lender
By:
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Xxxxxxx X. Xxxxx
Vice President
MARINE MIDLAND BANK
By:
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Xxxx X. Xxxxxxxx
Vice President
THE BANK OF NEW YORK
BY: /s/ Xxxxx Xxx Xxxxx
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Xxxxx Xxx Xxxxx
Vice President
CREDIT SUISSE FIRST BOSTON
BY:
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Name (Print):
Title:
CONSENTED TO:
SWISSAM INC., as Guarantor
By:
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Name (Print):
Title:
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FLEET BANK, N.A., as Co-Agent and as
Lender
By:
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Xxxxxxx X. Xxxxx
Vice President
MARINE MIDLAND BANK
By:
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Xxxx X. Xxxxxxxx
Vice President
THE BANK OF NEW YORK
BY:
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Xxxxx Xxx Xxxxx
Vice President
CREDIT SUISSE FIRST BOSTON
BY: /s/ Xxxx X Xxxxxx
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Name (Print): Xxxx X. Xxxxxx
Title: Director
XXXXXX X. XXXXXXX
ASSOCIATE
CONSENTED TO:
SWISSAM INC., as Guarantor
By:
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Name (Print):
Title:
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FLEET BANK, N.A., as Co-Agent and as
Lender
By:
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Xxxxxxx X. Xxxxx
Vice President
MARINE MIDLAND BANK
By:
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Xxxx X. Xxxxxxxx
Vice President
THE BANK OF NEW YORK
BY:
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Xxxxx Xxx Xxxxx
Vice President
CREDIT SUISSE FIRST BOSTON
BY:
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Name (Print):
Title:
CONSENTED TO:
SWISSAM INC., as Guarantor
By: /s/ Xxxxx X. Xxxxxx
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Name (Print): Xxxxx X. Xxxxxx
Title:
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