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Exhibit 10.28
MARCH 2000 AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDMENT, dated as of the 17th 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. 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.
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
Section 1.1. Certain Definitions. Section 1.01 of the Credit
Agreement is hereby amended by adding thereto a new defined term as follows:
"'March Amendment Date' means March 17, 2000."
Section 1.2. Margin. Section 1.01 of the Credit Agreement is
hereby further amended by changing the definition of "Margin" to read as
follows:
"'Margin', for a LIBOR Loan, means 1.2% per annum
initially from and after the March Amendment Date; provided,
however, that the Margin shall be subject to change based on
changes in Average Debt Coverage Ratio, as hereinafter
provided. Where the Average Debt Coverage Ratio for a period
consisting of a fiscal quarter and the three preceding fiscal
quarters is within one of the ranges set forth below, the
Margin shall be the amount set forth opposite such range:
Ranges Margin
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Greater than 3.00 1.80% per annum
Equal to or less than 1.20% per annum
3.00, but greater than 2.50
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Equal to or less than .80% per annum
2.50, but greater than 1.75
Equal to or less than 1.75 .65% per annum;
provided, however, that if an Event of Default exists, the
Margin shall be 1.80% per annum (which shall be exclusive of
the 2% incremental increase represented by the Default Rate).
Each change in the Margin following the end of a fiscal
quarter shall become effective on the first day of the
calendar month following the delivery by the Borrower to the
Agent of the financial statements for such fiscal quarter
required by Section 7.08(a) or (b) of this Agreement
(including, without limitation, the delivery of such financial
statements for the fiscal quarter ending January 31, 2000,
which as of the March Amendment Date have not yet been
delivered). No change in the Margin shall be retroactive.
(There is no Margin as to ABR Loans)."
Such change in the definition of "Margin" shall become effective on the March
Amendment Date. Interest on any LIBOR Loan that accrued prior to the March
Amendment Date and that is unpaid as of the March Amendment Date shall be
computed on the basis of the definition of "Margin" as such definition existed
prior to this Amendment.
Section 1.3. Dividends. (a) Section 8.06 of the Credit
Agreement is hereby amended by adding the following at the end of (and as part
of) clause (y) of such Section:
"except that the aggregate amount expended by the
Borrower after January 31, 2000 for all such
dividends and acquisitions may be up to, but not more
than, $20,000,000 plus (after such $20,000,000
allowance shall have been exhausted) the amount of
all Swiss Repatriation Payments (not exceeding
$10,000,00) that shall have been received by the
Borrower after the March Amendment Date and prior to
the payment in question of such dividend or for such
acquisition;".
(b) Section 8.06 of the Credit Agreement is hereby
further amended by adding the following at the end of such Section:
"As used herein, the term 'Swiss
Repatriation Payment' means (x) a repayment after the
March Amendment Date by a Swiss Subsidiary to the
Borrower of any loan made by the Borrower to such
Swiss Subsidiary prior to the March Amendment Date,
or (y) a dividend or distribution made by a Swiss
Subsidiary to the Borrower after the March Amendment
Date, in each case after giving effect to the
deduction therefrom of any and all Taxes that are at
any time required to be paid to any Governmental
Authority (whether domestic or foreign) on the amount
so repaid, dividended or distributed. Upon the
request of the Agent from time to time, the Borrower
shall certify to the Agent and the Lenders in writing
the amount of all Swiss Repatriation Payments made
and the dates thereof.
As used herein, the term 'Swiss Subsidiary'
means any Subsidiary listed on Schedule II to this
Credit Agreement under the heading 'Switzerland'".
Section 1.4. Commitment Fees. (a) Section 2.07 of the Credit
Agreement is hereby amended, in the first sentence thereof, by changing the
phrase "equal to one-fifth of one percent (1/5 of 1%) per annum" so as to read
"accruing at the Applicable Rate".
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(b) Section 2.07 of the Credit Agreement is hereby
further amended by adding the following as new paragraph (d) thereof:
"(d) As used herein, the term 'Applicable Rate' means
.30% initially from and after the March Amendment Date;
provided, however, that the Applicable Rate shall be subject
to change based on changes in Average Debt Coverage Ratio, as
hereinafter provided. Where the Average Debt Coverage Ratio
for a period consisting of a fiscal quarter and the three
preceding fiscal quarters is within one of the ranges set
forth below, the Applicable Rate shall be the amount set forth
opposite such range:
Ranges Applicable Rate
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Greater than 3.00 .40% per annum
Equal to or less than .30% per annum
3.00, but greater than 2.50
Equal to or less than .25% per annum
2.50, but greater than 1.75
Equal to or less than 1.75 .20% per annum.
Each change in the Applicable Rate following the end of a
fiscal quarter shall become effective on the first day of the
calendar month following the delivery by the Borrower to the
Agent of the financial statements for such fiscal quarter
required by Section 7.08(a) or (b) of this Agreement
(including, without limitation, the delivery of such financial
statements for the fiscal quarter ending January 31, 2000,
which as of the March Amendment Date have not yet been
delivered). No change in the Applicable Rate shall be
retroactive."
(c) Such change in the computation of the Commitment
Fees shall become effective on the March Amendment Date. All Commitment Fees
that accrued prior to the March Amendment Date and that are unpaid as of the
March Amendment Date shall be computed on the basis of Section 2.07 of the
Credit Agreement as such Section existed prior to this Amendment.
Section 1.5. Fixed Charge Coverage Ratio. Section 9.03 of the
Credit Agreement is hereby amended by adding the following paragraphs at the end
of such Section:
"For the purpose of determining the Fixed
Charge Coverage Ratio only (and for no other
purpose), the Special Amount shall be excluded from
the consolidated earnings before interest, taxes,
depreciation and amortization of the Borrower and its
Consolidated Subsidiaries for the fiscal quarter
ending January 31, 2000.
As used herein, the term 'Special Amount'
means the aggregate amount of (a) nonrecurring
expenses incurred by the Borrower and its
Consolidated Subsidiaries during the fiscal quarter
ending January 31, 2000, and (b) reserves taken by
the Borrower and its Consolidated Subsidiaries during
such fiscal quarter for future nonrecurring
expenditures (in each case, on a consolidated basis),
as such nonrecurring expenses and reserves for future
nonrecurring expenditures are (i) reflected in the
financial statements described in Section 7.08(a) of
this Credit Agreement for the fiscal year
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ending January 31, 2000 (although they may not be
specifically identified in detail in such financial
statements), and (ii) specifically identified in
reasonable detail (by nature and amount) in a
certificate signed by the chief financial officer of
the Borrower and delivered to the Agent and the
Lenders simultaneously with the delivery to the Agent
of such financial statements (which certificate shall
be in form reasonably satisfactory to the Agent and
shall expressly state, among other things, that such
expenses and expenditures are expected by the
Borrower to be nonrecurring and that such expenses
and reserves have been incurred and taken in the
fiscal quarter ending January 31, 2000), and (iii)
approved by the Agent as to their apparently
nonrecurring character (which approval shall not be
unreasonably withheld); provided, however, that in no
event shall the Special Amount be more than
$8,000,000."
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 Friday, March 17, 2000, in such amount
as is described in the Fee Letter dated March 17, 2000 from the Agent to the
Borrower.
Section 2.2. 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 2.3. 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
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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/Kenneth J. Adams
Name (Print):Kenneth J. Adams
Title:Sr. VP/CFO
THE CHASE MANHATTAN BANK, as Agent,
as Lender, as Swingline Bank and as
Issuing Bank
By: /s/Leonard Noll
Name (Print):Leonard Noll
Title:VP
FLEET BANK, N.A., as Co-Agent and
as Lender
By: /s/Christian J. Covello
Name (Print):Christian J. Covello
Title:Vice President
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HSBC BANK USA
By:
Name (Print):
Title:
THE BANK OF NEW YORK
By: /s/Frank S. Bridges
Name (Print):Frank S. Bridges
Title: Vice President
CREDIT SUISSE FIRST BOSTON
By: /s/Karl Studer
Name (Print): Karl Studer
Title: Director
By: /s/Carole Arn
Name (Print): Carole Arn
Title: Associate
CONSENTED TO:
SWISSAM INC., as Guarantor
By: /s/Howard Regenbogen
Name (Print):Howard Regenbogen
Title:Treasurer
NAW CORPORATION, as Guarantor
By: /s/Robert Gilsenan
Name (Print):Robert Gilsenan
Title:President
NAWC CORUM CORPORATION, as Guarantor
By: /s/Robert Gilsenan
Name (Print):Robert Gilsenan
Title:President
MOVADO CORPORATION., as Guarantor
By: /s/Robert Gilsenan
Name (Print):Robert Gilsenan
Title:President
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