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EXHIBIT 10.28
LOAN AGREEMENT
(INDIVIDUAL AGREEMENT)
between
CONCORD WATCH CO SA
NIDANGASSE 36
2501 BIENNE
(hereinafter referred to as "the Borrower")
and
CREDIT SUISSE, BIONNE
REGISTERED BRANCH: CREDIT SUISSE, BERNE
(Lender, hereinafter referred to as "the Bank")
AMOUNT OF LOAN CREDIT LINE OF US$ 2,000,000 -- (TWO MILLION US DOLLARS)
UTILISATION -- in the form of current account credit in Swiss
francs on the current account no. 0112-326669-51
and/or in freely convertible foreign currencies.
Current account credits can be terminated with
immediate effect at any time by either party.
-- In the form of fixed advances with a maximum term
of 12 months. Fixed advances are due for
repayment at maturity.
-- in the form of guarantees:
-- in the form of letters of credit
-- for forward transactions in foreign exchange and
precious metal
INTEREST RATE CURRENT ACCOUNT LOAN
5 1/2 % p.a. where utilised in CHF
The Bank may at any time adjust the interest rates in
line with the prevailing money and capital market rates
either with immediate effect or as from a future date
specified by the Bank (without notification in the case
of foreign currency accounts).
FIXED ADVANCES
The Bank will in each case determine the interest rate
in line with money and capital market rates.
CREDIT COMMISSION 1/4 % per quarter of the average amount of credit used
where drawn as a current account loan.
POSTAGE AND FEES Debited for costs incurred by the Bank.
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TERMINATION This loan agreement can be terminated mutually at
any time with immediate effect. Loans already
granted under the agreement will remain unaffected
by such a termination. Furthermore, the
termination of a loan granted under this loan
agreement will not automatically result in the
termination of the agreement as a whole.
ACCOUNT STATEMENTS Current account statements will be issued
quarterly.
COLLATERAL -US$2'000'000, -- joint and several guarantee
commitment of Movado Bianne SA, Nicaugasse 35,
2501 Bienne. The Guarantor has joint and several
liability as sole guarantor for all Bank claims
against the Borrower up to the specified maximum
amount,
In accordance with form entitled "guarantee
commitment" (to sign through the Guarantor)
-US$2'000'000, -- joint and several guarantee
commitment of NA Trading AG, Bettlachstrasse 8,
2540 Grenchen. The Guarantor has joint and
several liability as sole guarantor for all Bank
claims against the Borrower up to the specified
maximum amount.
In accordance with form entitled "guarantee
commitment" (to sign through the Guarantor)
-US$2'000'000, -- joint and several guarantee
commitment of Movado Watch Company AG,
Bettlachstrasse 8, 2540 Grenchen. The Guarantor
has joint and several liability as sole guarantor
for all Bank claims against the Borrower up to
the specified maximum amount.
In accordance with form entitled "guarantee
commitment" (to sign through the Guarantor)
OTHER CONDITIONS The three specimens "guarantee commitment" and the
"General Conditions" of the Bank form an integral
part of this agreement.
The borrower confirms that the loan granted under
this loan agreement is at least of the same
ranking as all other existing or future direct or
indirect obligations of a similar nature.
For important reasons beyond the influence of the
Bank, in particular if the Bank considers that the
borrower's financial status and/or earnings
situation has deteriorated considerably, or if the
borrower's assets have become exposed to a major
threat, the Bank shall be entitled at anytime to
declare the entire outstanding loan (including
interest accrued up to the date of payment) due
for repayment.
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The Bank shall be entitled at any time to declare
the entire outstanding loan (including interest
accrued up to the date of payment) due for
repayment, in the event of any major change
affecting the control (shareholders, shares) of
the borrower.
Each year within 4 months of the date of the
statement, the Borrower undertakes to send the
Bank for inspection a copy of the balance sheet
and profit and loss account together with the
complete auditor's report, which the Bank will
treat in the strictest confidence.
This loan agreement is drawn up in duplicate. The
Borrower and the Bank receive one copy each.
CREDIT SUISSE CONCORD WATCH CO SA
[SIG] [SIG]
BERNHARD ASILIG MATTHEW SCHWING
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(Borrower's Signature)
BIENNE, 19th May 1999 -----------------------------------
CKMM 10F (Place and date)
MOVADO BIENNE SA
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(Guarantor's Signature)
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(Place and date)
NA TRADING AG
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(Guarantor's Signature)
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(Place and date)
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MOVADO WATCH COMPANY AG
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(Guarantor's signature)
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(Place and date)
S forms "guarantee commitment"
(still to be agreed by the
Guarantor)
"General Conditions"
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