1
Exhibit 10.29
SECOND MARCH 2000 AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDMENT, dated as of the 24th day of March, 2000, 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 a November 1998
Amendment and Waiver dated as of November 17, 1998 and by a February 1999
Amendment and Waiver dated as of February 19, 1999 and by a March 2000 Amendment
dated March 17, 2000. 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 a certain provision of the
Credit Agreement be amended.
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 AMENDMENT
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 and with respect to the fiscal year
ending January 31, 2000 Consolidated Capital
Expenditures shall not exceed $10,500,000; nor shall
the Borrower permit Consolidated Capital Expenditures
to exceed $30,000,000 during the period from the
Closing Date to the Maturity Date."
ARTICLE 2. MATTERS GENERALLY
Section 2.1. Fee. Contemporaneously with the execution and
delivery of this Agreement, the Borrower shall pay a fee to such of the Lenders
as execute and deliver this Amendment on or before Friday, March 24, 2000, in
the amount of $1,000 each.
Section 2.2. Representations and Warranties. The Borrower
hereby represents and warrants that:
2
(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 has been duly authorized, executed
and delivered by the Borrower.
Section 2.3. Guarantor Consent. The 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 Borrower shall pay all reasonable
expenses incurred by the Agent in connection with this Amendment, including
(without limitation) the fees and disbursements of counsel for the Agent.
Section 2.5. 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 2.6. Entire Agreement. This Amendment 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 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
Borrower, the Agent and the Required Lenders (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/Xxxxxxx X. Xxxxx
Name (Print): Xxxxxxx X. Xxxxx
Title: Sr.VP/CFO
THE CHASE MANHATTAN BANK, as Agent,
as Lender, as Swingline Bank and
as Issuing Bank
2
3
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
HSBC BANK USA
By: /s/ Xxxxxxx
Name (Print):
Title:
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/ Xxxxxx Xxxxxxxxxx
Name (Print):Xxxxxx Xxxxxxxxxx
Title:Treasurer
3
4
NAW CORPORATION, as Guarantor
By: /s/Xxxxxx Xxxxxxxx
Name (Print):Xxxxxx Xxxxxxxx
Title:President
NAWC CORUM CORPORATION, as Guarantor
By: /s/Xxxxxx Xxxxxxxx
Name (Print):Xxxxxx Xxxxxxxx
Title:President
MOVADO CORPORATION, as Guarantor
By: /s/Xxxxxx Xxxxxxxx
Name (Print):Xxxxxx Xxxxxxxx
Title:President
4
