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Exhibit 10.32
FEBRUARY 1999 AMENDMENT AND WAIVER AS
TO AMENDED AND RESTATED CREDIT AGREEMENT
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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 STATEMENTS
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A. Reference is made to the Amended and Restated Credit Agreement date 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 date 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
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Section 1.1 Capital Expenditures. Section 9.05 of the Credit Agreement is
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hereby amended to read as follows:
"The Borrower shall not permit Consolidated Capital Expenditures to exceed
$10,000,000 during any fiscal year (on an 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
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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).
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment and
Waiver as of the day and year first above written.
MOVADO GROUP, INC.
By:_________________________________
Xxxx Xxxxxx
Corporate Controller
THE CHASE MANHATTAN BANK, as Agent,
as Lender, as Swingline Bank and as
Issuing Bank
By: /s/ Xxxxxxx Xxxx
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Name (Print): Xxxxxxx Xxxx
Title: VP
FLEET BANK, N.A., as Co-Agent and as
Lender
By:_________________________________
Name (Print):
Title:
MARINE MIDLAND BANK
By:_________________________________
Name (Print):
Title:
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment and
Waiver as of the day and year first above written.
MOVADO GROUP, INC.
By:_________________________________
Xxxx Xxxxxx
Corporate Controller
THE CHASE MANHATTAN BANK, as Agent,
as Lender, as Swingline Bank and as
Issuing Bank
By:
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Name (Print):
Title:
FLEET BANK, N.A., as Co-Agent and as
Lender
By: /s/ Xxxxxxxxx X. Xxxxxxx
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Name (Print): Xxxxxxxxx X. Xxxxxxx
Title: Vice President
MARINE MIDLAND BANK
By:_________________________________
Name (Print):
Title:
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment and
Waiver as of the day and year first above written.
MOVADO GROUP, INC.
By:_________________________________
Xxxx Xxxxxx
Corporate Controller
THE CHASE MANHATTAN BANK, as Agent,
as Lender, as Swingline Bank and as
Issuing Bank
By:
__________________________________
Name (Print):
Title:
FLEET BANK, N.A., as Co-Agent and as
Lender
By:_________________________________
Name (Print):
Title:
MARINE MIDLAND BANK
By: /s/ Xxxxx X. Xxxxxx
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Name (Print): Xxxx X. Xxxxxx
Title: Assistant Vice President
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THE BANK OF NEW YORK
By: /s/ Xxxxx X. Xxxxx
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Name (Print): Xxxxx X. Xxxxx
Title: Vice President
CREDIT SUISSE FIRST BOSTON
By:
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Name (Print):
Title:
By:
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Name (Print):
Title:
CONSENTED TO:
SWISSAM INC., as Guarantor
By:
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Name (Print):
Title:
NAW CORPORATION, as Guarantor
By:
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Name (Print):
Title:
NAWC CORUM CORPORATION, as Guarantor
By:
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Name (Print):
Title:
MOVADO CORPORATION, as Guarantor
By:
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Name (Print):
Title:
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THE BANK OF NEW YORK
By: ---------------------------
Name (Print):
Title:
CREDIT SUISSE FIRST BOSTON
By: /s/ Xxxx X. Xxxxxx
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Name (Print): Xxxx X. Xxxxxx
Title: Director
By: /s/ Jamier Model
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Name (Print): Jamier Model
Title: Associate
CONSENTED TO:
SWISSAM INC., as Guarantor
By: ---------------------------
Name (Print):
Title:
NAW CORPORATION, as Guarantor
By: ---------------------------
Name (Print):
Title:
NAWC CORUM CORPORATION, as Guarantor
By: ---------------------------
Name (Print):
Title:
MOVADO CORPORATION, as Guarantor
By: ---------------------------
Name (Print):
Title:
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THE BANK OF NEW YORK
By: ---------------------------
Name (Print):
Title:
CREDIT SUISSE FIRST BOSTON
By: ---------------------------
Name (Print):
Title:
By: ---------------------------
Name (Print):
Title:
CONSENTED TO:
SWISSAM INC., as Guarantor
By: /s/ Xxxxxxx X. Mizhno
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Name (Print): Xxxxxxx X. Mizhno
Title: Secretary
NAW CORPORATION, as Guarantor
By: /s/ Xxxxxxx X. Mizhno
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Name (Print): Xxxxxxx X. Mizhno
Title: Secretary
NAWC CORUM CORPORATION, as Guarantor
By: /s/ Xxxxxxx X. Mizhno
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Name (Print): Xxxxxxx X. Mizhno
Title: Secretary
MOVADO CORPORATION, as Guarantor
By: /s/ Xxxxxxx X. Mizhno
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Name (Print): Xxxxxxx X. Mizhno
Title: Secretary
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