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Exhibit 10.26
JUNE 1998 AMENDMENT
TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDMENT, dated as of this 10th day of June, 1998 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 Agreement was amended by an Amendment dated as of August 5, 1997 (the
"August 1997 Amendment"). The Original Credit Agreement, as amended by the
August 1997 Amendment, 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. As more particularly stated therein, the Credit Agreement
provides for the extension by the Lenders to the Borrower of a revolving credit
facility in the maximum principal amount of $90,000,000. Such credit facility
includes a multicurrency component, by which the Borrower may obtain credit of
up to the equivalent of $30,000,000 in Swiss francs.
C. The Borrower has requested that it be permitted to obtain
credit under such revolving credit facility in Japanese Yen, up to a equivalent
of $5,000,000, on substantially the same terms that are provided in the Credit
Agreement for extensions of credit in Swiss francs (and, in all events, without
any increase in the Total Revolving Credit Commitment).
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. Definition. Section 1.01 of the Credit Agreement
is hereby amended by adding the following definition:
"'Japanese Yen' means lawful money of Japan."
Section 1.2. Credit in Japanese Yen. (a) In the first sentence
of Section 2.01 of the Credit Agreement, the phrase "in dollars or Swiss francs"
is hereby changed to read "in dollars or Swiss francs or Japanese Yen".
(b) Also in that same sentence of Section 2.01,
clause "(iii)" is hereby changed to be clause "(iv)", and the following is
hereby added as new clause (iii):
"(iii) the Dollar Equivalent of such Lender's
outstanding Japanese Yen Loans being in excess of such
Lender's Pro-Rata Percentage of $5,000,000, or".
(c) Section 2.02(c) of the Credit Agreement is hereby
changed to read as follows:
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"(c) Except with respect to Syndicated Loans that are
L/C Reimbursement Loans, each Lender shall make each
Syndicated Loan to be made by it hereunder on the proposed
date thereof by wire transfer of immediately available funds
to such account as the Agent may designate not later than
12:00 (noon), New York City time, in the case of fundings in
dollars to an account in New York City, or 11:00 a.m., local
time, in the case of fundings in Swiss francs to an account in
London or Switzerland, or 11:00 a.m., Tokyo time, in the case
of fundings in Japanese Yen to an account in Tokyo, and the
Agent shall promptly credit the amounts so received to an
account in the name of the Borrower maintained with the Agent
in New York City or London or Tokyo (as the case may be) or to
another account designated by the Borrower in writing and
approved by the Agent, or, if a Borrowing shall not occur on
such date because any condition precedent herein specified
shall not have been met, return the amounts so received to the
respective Lenders."
(d) In the second sentence of Section 2.03 of the
Credit Agreement, clause (f) is hereby changed to read as follows:
"(f) whether such Borrowing is to be a Borrowing denominated
in dollars or a Swiss Franc Borrowing or a Japanese Yen
Borrowing;".
(e) The second sentence of Section 2.14(a) of the
Credit Agreement is hereby changed to read as follows:
"Each such payment (other than Issuing Bank Fees, which shall
be paid directly to the Issuing Bank) shall be made to the
Agent at its offices at 270 Park Avenue, New York, New York
(or in the case of Swiss Franc Loans, at its offices at
Trinity Tower, 9 Thomas More Street, London England, E19YT; or
in the case of Japanese Yen Loans, at its offices at Akasaka
Park Building, 12th Floor, 5-2-20 Akasaka Minato-ku, Tokyo
107, Japan) or to such other address as the Agent may
designate to the Borrower in writing."
(f) In the first sentence of Section 3.01 of the
Credit Agreement, the phrase "in dollars or Swiss francs" is hereby changed to
read "in dollars or Swiss francs or Japanese Yen".
(g) The last sentence of Section 2.02(a) of the
Credit Agreement is hereby amended to read as follows:
"Except for Syndicated Loans that are L/C Reimbursement Loans
and Syndicated Loans that are made pursuant to Section 2.05(a)
in order to refinance Swingline Loans, the Syndicated Loans
comprising any Borrowing shall be in an aggregate principal
amount that is an integral multiple of $500,000 (in the case
of each Borrowing of dollars or of Swiss francs) or $100,000
(in the case of each Borrowing of Japanese Yen), and not less
than $1,000,000 (in the case of each ABR Borrowing) or
$2,500,000 (in the case of each LIBOR Borrowing of dollars) or
the Swiss Franc Equivalent of $1,250,000 (in the case of each
Swiss Franc Borrowing) or the Japanese Yen Equivalent of
$250,000 (in the case of each Japanese Yen Borrowing)."
(h) In the definition of "L/C Exposure" in Section
1.01, the phrase "plus the Dollar Equivalent at such time of the aggregate
undrawn amount of all outstanding Letters of Credit that are denominated in
Japanese Yen" is hereby added at the end of clause (a); and the phrase "plus the
Dollar Equivalent at such time of the aggregate principal amount of all L/C
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Disbursements denominated in Japanese Yen that have not yet been reimbursed at
such time" is hereby added at the end of clause (b).
(i) In the definition of "Syndicated Loan Exposure"
in Section 1.01, the phrase "plus the Dollar Equivalent at such time of the
aggregate principal amount of all outstanding Syndicated Loans of such Lender
that are Japanese Yen Loans" is hereby added at the end thereof.
(j) In the definition of "Type" in Section 1.01, the
phrase "and Japanese Yen" is hereby added at the end thereof.
Section 1.3. Conforming Changes. With respect to each
Borrowing that is requested in Japanese Yen and with respect to each Letter of
Credit issued in Japanese Yen, the phrase "Swiss Franc" and the phrase "Swiss
francs" shall be deemed to mean "Japanese Yen" in each and every instance in the
Credit Agreement where such phrase is used (except for the instances specified
in Section 1.2 of this Amendment). Without limiting the generality of the
immediately preceding sentence, with respect to each such Borrowing and each
such Letter of Credit, the phrase "Swiss Franc Borrowing" shall mean "Japanese
Yen Borrowing"; the phrase "Swiss Franc Loans" shall mean "Japanese Yen Loans";
the phrase "Swiss francs" shall mean "Japanese Yen"; and the phrase "Swiss Franc
Equivalent" shall mean "Japanese Yen Equivalent".
Section 1.4. Authorization Letter. The authorization letter as
to oral instructions that was executed and delivered by the Borrower to the
Agent on the Closing Date (in the form of Exhibit B to the Credit Agreement) is
hereby amended by adding to the list of names set forth therein the name of Mr.
Hideaki Moriya.
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 has been duly authorized, executed
and delivered by the Borrower.
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 this Amendment, including
(without limitation) the fees and disbursements of counsel for the Agent.
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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 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 2.6. 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/John Rooney
Name (Print):John Rooney
Title:Corp Controller
THE CHASE MANHATTAN BANK, as Agent, as
Lender, as Swingline Bank and as
Issuing Bank
By:/s/Philip A. Mousin
Philip A. Mousin
Vice President
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FLEET BANK, N.A., as Co-Agent and
as Lender
By: /s/Robert Isaksen
Name (Print):Robert Isaksen
Title:Vice President
MARINE MIDLAND BANK
By: /s/Gary Sarro
Name (Print):Gary Sarro
Title:Vice President
THE BANK OF NEW YORK
By: /s/Frank S. Bridges
Name (Print):
Title:
CREDIT SUISSE FIRST BOSTON
By: /s/Karl Studer
Name (Print): Karl Studer
Title: Director
By: /s/Roger Huwiler
Name (Print): Roger Huwiler
Title: Associate
CONSENTED TO:
SWISSAM INC., as Guarantor
By: /s/David R. Phalen
Name (Print):
Title:
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