1
Exhibit 10.27
NOVEMBER 1998 AMENDMENT AND WAIVER AS
TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDMENT AND WAIVER, dated as of the 17th day of
November, 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 Credit Agreement was amended by an Amendment dated as of August 5, 1997
and by a June 1998 Amendment dated June 10, 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, in connection with a new issuance by the
Borrower of its note(s) to The Prudential Insurance Company of America in the
aggregate principal amount of $25,000,000.
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 AMENDMENT AND WAIVER
Section 1.1. Adjustment in Permitted Debt. Section 8.01 of the
Credit Agreement is hereby amended by changing clause (f) thereof to read as
follows:
"(f) other Debt of the Borrower or of any Subsidiary of the
Borrower, provided that in no event shall the amount thereof
outstanding at any time exceed the sum of:
(A) $25,000,000 as to the Borrower and its
domestic Subsidiaries in the aggregate; plus
(B) $15,000,000 as to the Borrower and its
domestic and non-domestic Subsidiaries in the
aggregate, provided that (in the case of the
Borrower and its domestic Subsidiaries) such Debt
shall be indebtedness for money borrowed, having a
maturity of not later than one year after the
incurrence thereof, and owing to one or more of the
Lenders independently of this Agreement; and (in the
case of non-domestic Subsidiaries of the Borrower)
the amount of such Debt outstanding at any time
shall not exceed $5,000,000 as to all such
non-domestic Subsidiaries in the aggregate;
and provided further that (as to all of the Borrower and its
domestic and non-domestic Subsidiaries in the aggregate):
(x) the amount of outstanding Debt permitted
by this clause (f) consisting of liability in respect
of letters of credit (excluding Letters of Credit
issued under this Agreement) shall not exceed
$3,000,000 at any time (whether such liability is for
outstanding letters of credit that have not yet
2
been drawn upon, or outstanding reimbursement
obligations as to letters of credit that have been
drawn upon); and
(y) the amount of outstanding Debt permitted
by this clause (f) that is secured by a Lien
permitted by Section 8.03(h) shall not exceed
$8,000,000 at any time; and".
Section 1.2. Subsidiary Guaranties. The Lenders hereby waive
the prohibition contained in Section 8.02 of the Credit Agreement with respect
to the execution and delivery by SwissAm, and by any other Subsidiary of the
Borrower that hereafter becomes a Guarantor pursuant to Section 7.09 of the
Credit Agreement, of an unsecured guaranty of payment of the obligations of the
Borrower under the Prudential Notes and under the additional $25,000,000 in
financing being provided by The Prudential Insurance Company of America to the
Borrower contemporaneously with this Amendment and Waiver. Such waiver is
limited strictly as written, and it does not apply to any other or further
guaranty or transaction whether similar or dissimilar, or to any other provision
of the Credit Agreement.
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. SwissAm shall execute this
Amendment and Waiver in the space provided below to indicate its 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
2
3
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.
MOVADO GROUP, INC.
By: /s/John Rooney
John Rooney
Corporate Controller
THE CHASE MANHATTAN BANK, as Agent,
as Lender, as Swingline Bank and
as Issuing Bank
By: /s/Leonard D. Noll
Name (Print):Leonard D. Noll
Title:VP
FLEET BANK, N.A., as Co-Agent and
as Lender
By: /s/Robert Isaksen
Name (Print):Robert Isaksen
Title:Senior Vice President
MARINE MIDLAND BANK
By: /s/Gary Sarro
Name (Print):Gary Sarro
Title:Vice President
3
4
THE BANK OF NEW YORK
By: /s/Linda Mae Coppa
Name (Print):Linda Mae Coppa
Title: Vice President
CREDIT SUISSE FIRST BOSTON
By: /s/Karl Studer
Name (Print): Karl Studer
Title: Director
By: /s/Bernhard Aellig
Name (Print): Bernhard Aellig
Title: Associate
CONSENTED TO:
SWISSAM INC., as Guarantor
By: /s/David R. Phalen
Name (Print):David R. Phalen
Title:President
4