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Preview Full Doc	2000	Agreement of Lease Agreement of Lease (139K) Doc #424654: Click preview link for longer preview. AGREEMENT OF LEASE AGREEMENT made this day of _________, 2000, by and between FORSGATE INDUSTRIAL COMPLEX, a Limited Partnership, with offices c/o Charles Klatskin Company, Inc., 400 Hollister Road, Teterboro, NJ 07608, hereinafter called Landlord, and MOVADO GROUP, INC., a corporation of the State of New York, with offices at 125 Chubb Avenue, Lyndhurst, New Jersey 07071, and any permitted assignee hereinafter called "Tenant". FOR AND IN CONSIDERATION of the mutual covenants herein contained, the parties hereto do hereby agree as follows: 1. The following terms are incorporated by reference into this Agreement: (a) NAME AND ADDRESS OF LANDLORD: FORSGATE INDUSTRIAL COMPLEX, a Limited Partnership, with offices at c/o Charles Klatskin Company, Inc. 400 Hollister Road, Teterboro, NJ 07608 (b) NAME AND ADDRESS OF TENANT: MOVADO GROUP, INC., A CORPORATION IN THE STATE OF NEW YORK with offices at 125 Chubb Avenue, Lyndhurst, New Jersey 07071. (c) DESCRIPTION OF PREMISES: Premises comprising approximately 99,962 square feet in a building (the "Building") located on property more particularly described on Exhibit X (the "Property") and commonly known as 105 State Street, Moonachie, New Jersey all as more particularly designated on the attached diagram as set forth herein. (d) TERM OF LEASE: To commence on the Commencement Date which shall be June 1, 2000 and to terminate at 5:00 P.M. on May 31, 2010. (e) FIXED RENT: Tenant shall pay the Landlord as Fixed Rent for the demised premises from September 1, 2000 to and through May 31, 2000, total rent of $699,734.00 payable in equal monthly installments of $77,748.22; from June 1, 2001 to and through May 31, 2002 the annual sum of $720,726.02, payable in equal monthly installments of $60,060.50; from June 1, 2002 through May 31, 2003, the annual sum of $742,234.78 payable in equal monthly installments of $61,862.32; from June 1, 2003 to and through May 31, 2004 the annual sum of $764,618.23 payable in equal monthly installments of $63,718.19; from June 1, 2004 to and through May 31, 2005 the annual sum of $787,556.78 payable in equal monthly installments of $65,629.73; from June 1, 2005 to and through May 31, 2006 the annual sum of $811,183.49 payable in equal monthly installments of $67,598.62; from June 1, 2006 to and through May 31, 2007 the annual sum of $835,518.99 payable in equal monthly installments of $69,626.58; from June 1, 2007 to and through May 31, 2008 the 1 {PAGE} 2 annual sum of $860,584.56 payable in equal monthly installments of $71,715.38; from June 1, 2008 to and through May 31, 2009 the annual sum of $886,402.10 payable in equal monthly installments of $73,866.84; from June 1, 2009 to and through May 31, 2010 the annual sum of $912,994.16 payable in equal monthly installments of $76,082.85. (f) TENANT'S SHARE: 59% (g) BROKER: Charles Klatskin Company, Inc. and Alexander Summer, L.L.C. (h) SECURITY DEPOSIT: The sum of $228,248.55 in cash or by letter of credit as otherwise provided in paragraph 22. (i) EXPENSE RENT: Tenant shall pay the Landlord as additional rent, the Tenant's Share of expense rent as provided in Article 5. (j) TENANT'S STANDARD INDUSTRIAL CLASSIFICATION NUMBER 5098 (k) ESTIMATE OF FIRST MONTH'S EXPENSE RENT: $11,300.00 2. DESCRIPTION OF PREMISES. The Landlord set forth in Paragraph 1(a) above hereby leases to the Tenant set forth in Paragraph 1(b) above and the Tenant hereby hires from the Landlord the space set forth in Paragraph 1(c) above (hereinafter called the "Premises"). Landlord shall have the right to add additional land to the property on which the building stands either in fee or by easement or license. Upon such event, the additional land shall be deemed a part of the Property, except Tenant shall not be responsible for any increase in expenses by reason of the extra land unless the additional land is of a benefit to Tenant. 3. A. LANDLORD'S WORK. Landlord Work is set forth on Exhibit "B" ("Landlord's Work"). Landlord shall commence Landlord's Work following the issuance of a Building Permit and shall do Landlord's Work in an expeditious and good and workmanlike manner and in compliance with all laws so that, Landlord work will be acceptable to the governmental agencies issuing the Certificate of Occupancy. Landlord shall not be obligated to make any alterations, installations, additions or improvements to prepare the Demised Premises or the Building for Tenant's occupancy except to the extent set forth on Exhibit B or as otherwise herein provided. Landlord's Work shall be deemed completed upon certification to Landlord and Tenant by Landlord's architect to the effect that such work has been completed (except that Landlord's work shall not be deemed completed until Landlord obtains any required certificates of completion or sign-offs from the applicable municipal departments or agencies only if either is required by law). Notwithstanding anything in this Paragraph 3A, Landlord will diligently and expeditiously commence Landlord's Work as attached hereto and complete same by June 30, 2000, except for the required parking which, if not complete, shall entitle Tenant to use any other parking area at the Property for its exclusive use of 150 spaces 2 {PAGE} 3 until Landlord installs the required parking exclusively for Tenant's use. Also, Landlord will not have to paint or install the carpeting in the office area until the Tenant selects from the standard colors and standard carpeting from the Landlord. In the event Landlord does not complete Landlord's Work attached hereto, by June 30, 2000, except as indicated above, rent shall abate until these items are complete. Tenant is entitled to a rent credit equal to the number of days that Landlord is late in completing these items. B. TENANT'S WORK/PREMISES "AS IS"/ TENANT'S CONSTRUCTION COST. Tenant's Work shall be any work which is not Landlord's Work. Tenant is familiar with the condition of the Premises and the building in which it is located and agrees to accept the Premises thereof "as is" on June 1, 2000, except for completion by Landlord of Landlord's Work. Any work in addition to Landlord's Work, necessary to suit the premises for Tenant's occupancy, is the responsibility of Tenant to be performed by Tenant at its own cost and expense, subject however, to the provisions of Article 12 and 8E hereof. It is specifically agreed (excluding, however, the following which may be installed by Tenant: exterior windows, drive-in ramp and door and security bars on roof skylight) that Tenant at Tenant's expense on or before the 424654	Movado Group Movado Group, Inc. ( Furniture & Fixtures ) As referenced in this Agreement of Lease: MOVADO GROUP, INC – of _________, 2000, by and between FORSGATE INDUSTRIAL COMPLEX, a Limited Partnership, with offices c/o Charles Klatskin Company, Inc., 400 Hollister Road, Teterboro, NJ 07608, hereinafter called Landlord, and MOVADO GROUP, INC ., a corporation of the State of New York, with offices at 125 Chubb Avenue, Lyndhurst, New Jersey 07071, and any permitted assignee hereinafter called "Tenant". FOR AND IN CONSIDERATION _____________ MOVADO GROUP, INC – ADDRESS OF LANDLORD: FORSGATE INDUSTRIAL COMPLEX, a Limited Partnership, with offices at c/o Charles Klatskin Company, Inc. 400 Hollister Road, Teterboro, NJ 07608 (b) NAME AND ADDRESS OF TENANT: MOVADO GROUP, INC ., A CORPORATION IN THE STATE OF NEW YORK with offices at 125 Chubb Avenue, Lyndhurst, New Jersey 07071. (c) DESCRIPTION OF PREMISES: Premises comprising approximately 99,962 square feet _____________ MOVADO GROUP, INC – corporate seal to be hereto affixed, in the day and year first above written. WITNESS: FORSGATE INDUSTRIAL COMPLEX, Landlord /s/ Andrew J. Moss By: /s/ Charles Klatskin /s/ [ILLEGIBLE] ATTEST: MOVADO GROUP, INC ., Tenant /s/ Timothy F. Michno By:/s/ Richard J. Cote 38 {PAGE} 39 STATE OF NEW JERSEY ) ) SS.: COUNTY OF BERGEN ) BE IT REMEMBERED, that on this 22 day _____________ Movado Group, Inc – 2000, before me the subscriber, a notary public, personally appeared Richard Cote who, I am satisfied, is the person who signed the within instrument as Executive VP Finance/Administration of Movado Group, Inc . the corporation named therein and he thereupon acknowledged that the said instrument was signed, sealed with the corporate seal and delivered by her as such officer and is the _____________ MOVADO GROUP, INC – 2008 - May 2009 $950,755.66 $79,229.64 10 June 1 2009 - May 2010 $977,745.40 $81,478.78 {/TABLE} 44 {PAGE} 45 LANDLORD: FORSGATE INDUSTRIAL COMPLEX TENANT: MOVADO GROUP, INC . PREMISES: 105 STATE STREET, MOONACHIE, NJ {TABLE} {S} {C} PARAGRAPH 1 REFERENCE DATA PARAGRAPH 2 DESCRIPTION OF PREMISES PARAGRAPH 3 LANDLORD'S WORK PARAGRAPH 4 FIXED RENT PARAGRAPH 5 _____________ dt 1365789
Preview Full Doc	2003	Annual Report to Shareholders Annual Report to Shareholders (1,138K) Doc #2367890: Click preview link for longer preview. Fifth Third Funds Annual Report July 31, 2002 [LOGO] STOCK AND BOND MUTUAL FUNDS Annual Report to Shareholders July 31, 2002 NOTICE OF DELIVERY OF PROSPECTUSES, SEMI-ANNUAL REPORTS AND ANNUAL REPORTS In order to reduce expenses of the Fifth Third Funds incurred in connection with the mailing of prospectuses, . . . 2367890	Movado Group Movado Group, Inc. ( Furniture & Fixtures ) As referenced in this Annual Report to Shareholders: Movado Group, Inc – investment opportunities during the period. Two undervalued market leaders that boosted the Fund's performance were musical instrument manufacturer Steinway Musical Instruments (2.90% of net assets) and watch manufacturer Movado Group, Inc . (0.41%). We also found attractive stocks in the financial services sector, such as Freidman, Billings, Ramsey Group, Inc. (0.96%) and Century Business Services (2.26%). In addition, _____________ Movado Group, Inc – b) 260 45,500 Haggar Corp. 510 312,000 Hartmarx Corp. (b) 661 192,000 Lazare Kaplan International, Inc. (b) 1,324 112,800 Meade Instruments (b) 479 15,000 Movado Group, Inc . 300 216,500 R.G. Barry Corp. (b) 1,169 116,900 Rawlings Sporting Goods Co., Inc. 658 134,800 Rocky Shoes & Boots, Inc. (b) 701 104,000 Royal _____________ dt 1573807 ; 3Com 3Com Corp. ( Computer Networks ) As referenced in this Annual Report to Shareholders: 3Com Corp. – of Portfolio Investments (continued) July 31, 2002 (Amounts in thousands except share amounts) -------------------------------------------------------------------------------- {TABLE} {CAPTION} Shares or Principal Security Amount Description Value --------- ------------------------------------- ------- {C} {S} {C} Telecommunications - 5.2% ------------------------------------- 327,000 3Com Corp. (b) $ 1,475 200,000 AT&T Corp. 2,035 276,800 Crown Castle International (b) 637 350,000 JDS Uniphase Corp. (b) 886 35,000 Verizon Communications, Inc. _____________ dt 1564993 ; Acxiom Acxiom Corp. ( Computer Services ) As referenced in this Annual Report to Shareholders: Acxiom Corp. – Republic Bancorp., Inc. 2,694 112,500 Texas Regional Bancshares, Inc. 3,712 ------------------------------------ -------- Total 12,273 ------------------------------------ -------- Business Equipment & Services - 7.5% ------------------------------------ 150,000 ABM Industries, Inc. 2,475 100,000 Acxiom Corp. (b) 1,586 75,000 Administaff, Inc. (b) 563 75,000 Advo, Inc. (b) 2,582 100,000 Catalina Marketing Corp. (b) 2,874 125,000 Copart, Inc. (b) _____________ dt 1536566 ;	AES AES Corp. ( Electric Utilities ) As referenced in this Annual Report to Shareholders: AES Corp. – assets), up 75.4%, and Boston Scientific Corp. (0.14%), up 66.5%. The poorest performers during the period were Qwest Communications International, Inc. (0.01%), down 95.1%, and AES Corp. (0.01%), down 94.6%./++/ Q. What is your outlook for large-company stocks going forward? A. The U.S. economy should improve going forward; however, the recovery depends _____________ AES Corp. – 275 55,405 Southwest Airlines Co. 765 18,100 Union Pacific Corp. 1,062 80,300 United Parcel Service, Inc. 5,247 ---------------------------------------- ------- Total 10,721 ---------------------------------------- ------- Utilities - 2.7% ---------------------------------------- 42,600 AES Corp. (b) 87 9,000 Allegheny Energy, Inc. 189 10,400 Ameren Corp. 454 24,360 American Electric Power Company, Inc. 802 29,700 Calpine Corp. (b) 148 10,200 _____________ dt 1567822 ; Affiliated Affiliated Computer Services Inc. ( Computer Services ) As referenced in this Annual Report to Shareholders: Affiliated Computer Services, Inc. – What stocks helped boost returns? A. The Fund's top-performing stocks were North Fork Bancorp. (2.66% of net assets), Zebra Technologies Corp. (1.88%), Fastenal Co. (2.99%), Affiliated Computer Services, Inc. (0.77%) and First Tennessee National Corp. (4.75%)./++/ Q. What is your outlook for the stock market, and how will you position the Fund in that environment? A. _____________ Affiliated Computer Services, Inc. – from their low valuations. Q. What were the Fund's top five holdings at the end of the period? A. The top five holdings as of July 31, 2002 were Affiliated Computer Services, Inc. (5.09% of net assets), Cardinal Health, Inc. (4.63%), HCA-The Healthcare Co. (4.42%), Willis Group Holdings Ltd. (4.02%), and Forest Laboratories, Inc. (3.87%)./++/ ------------ /++/ The _____________ Affiliated Computer Services, Inc. – 323,000 National Commerce Bancorp. 8,317 160,000 North Fork Bancorp. 6,498 215,000 SouthTrust Corp. 5,427 ---------------------------------------- ------- Total 31,845 ---------------------------------------- ------- Business Equipment & Services - 0.8% ---------------------------------------- 40,000 Affiliated Computer Services, Inc. (b) 1,879 ---------------------------------------- ------- Business Services - 4.1% ---------------------------------------- 63,000 Cintas Corp. 2,765 192,000 Fastenal Co. (b) 7,309 ---------------------------------------- ------- Total 10,074 ---------------------------------------- ------- Computer Software & Services - 8.3% ---------------------------------------- 355, _____________ Affiliated Computer Services, Inc. – amounts) -------------------------------------------------------------------------------- {TABLE} {CAPTION} Security Shares Description Value ------ -------------------------------------- ------ {C} {S} {C} Common Stocks - 100.1% Banking - 1.3% -------------------------------------- 7,014 Wells Fargo Co. $ 357 -------------------------------------- ------ Business Equipment & Services - 6.3% -------------------------------------- 29,100 Affiliated Computer Services, Inc. (b) 1,367 16,300 Concord EFS, Inc. (b) 318 -------------------------------------- ------ Total 1,685 -------------------------------------- ------ Chemicals - 0.6% -------------------------------------- 3,165 Praxair, Inc. 166 -------------------------------------- ------ Computer Software & Services - 6.3% -------------------------------------- 14,775 Fiserv, _____________ dt 1446939 ; More...
Preview Full Doc	2003	Credit Agreement Credit Agreement (394K) Doc #424618: Click preview link for longer preview. CREDIT AGREEMENT dated as of June 17, 2003 among MOVADO GROUP, INC., CONCORD WATCH COMPANY S.A., MOVADO WATCH COMPANY SA, and the Lenders signatory hereto and JPMORGAN CHASE BANK, as Administrative Agent, and as Swingline Bank, and as Issuing Bank. . . . 424618	Movado Group Movado Group, Inc. ( Furniture & Fixtures ) As referenced in this Credit Agreement: MOVADO GROUP, INC – {DOCUMENT} {TYPE}EX-10.3 {SEQUENCE}5 {FILENAME}y89691exv10w3.txt {DESCRIPTION}REVOLVING CREDIT AGREEMENT {TEXT} {PAGE} CREDIT AGREEMENT dated as of June 17, 2003 among MOVADO GROUP, INC ., CONCORD WATCH COMPANY S.A., MOVADO WATCH COMPANY SA, and the Lenders signatory hereto and JPMORGAN CHASE BANK, as Administrative Agent, and as Swingline Bank, and as Issuing Bank. --------------------------------------- _____________ MOVADO GROUP, INC – Commitments Schedule II Applicable Rates Schedule III Subsidiaries of Parent Schedule IV Credit Arrangements Schedule V Environmental Matters {/TABLE} iv {PAGE} CREDIT AGREEMENT dated as of June 17, 2003 among MOVADO GROUP, INC ., a corporation organized under the laws of New York (the "Parent"); CONCORD WATCH COMPANY S.A., a corporation organized under the laws of Switzerland ("Concord"); MOVADO WATCH COMPANY SA, _____________ MOVADO GROUP, INC – hereto have caused this Agreement to be duly executed as of the day and year first above written. [THE REMAINDER OF THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK.] 69 {PAGE} MOVADO GROUP, INC ., as Borrower By: /s/ Richard Cote ---------------------------------- Name: Richard Cote Title: Exec.V.P./COO Address for Notices: Movado Group, Inc. 650 From Road Paramus, NJ 07652 Attention: Treasurer Telecopier _____________ Movado Group, Inc – OF THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK.] 69 {PAGE} MOVADO GROUP, INC., as Borrower By: /s/ Richard Cote ---------------------------------- Name: Richard Cote Title: Exec.V.P./COO Address for Notices: Movado Group, Inc . 650 From Road Paramus, NJ 07652 Attention: Treasurer Telecopier No.: 201-267-8240 with a simultaneous copy to: Movado Group, Inc. 650 From Road Paramus, NJ 07652 Attention: General _____________ Movado Group, Inc – Cote Title: Exec.V.P./COO Address for Notices: Movado Group, Inc. 650 From Road Paramus, NJ 07652 Attention: Treasurer Telecopier No.: 201-267-8240 with a simultaneous copy to: Movado Group, Inc . 650 From Road Paramus, NJ 07652 Attention: General Counsel Telecopier No.: 201-267-8050 70 {PAGE} CONCORD WATCH COMPANY S.A., as Borrower By: /s/ Kurt Burki ---------------------------------- Name: Kurt _____________ dt 1365781 ; Citibank Citibank, NA As referenced in this Credit Agreement: CITIBANK, N.A. – and Address for Notices: The Bank of New York 385 Rifle Camp Road West Paterson, New Jersey 07424 Attention: Ms. Susan M. Graham Telecopier No.: 973-357-7705 75 {PAGE} CITIBANK, N.A. , as Lender By: /s/ Anthony V. Patina ---------------------------------- Anthony V. Pantina Vice President Lending Office and Address for Notices: Citibank, N.A. 666 Fifth Avenue, 3rd Floor New York, New _____________ Citibank, N.A. – M. Graham Telecopier No.: 973-357-7705 75 {PAGE} CITIBANK, N.A., as Lender By: /s/ Anthony V. Patina ---------------------------------- Anthony V. Pantina Vice President Lending Office and Address for Notices: Citibank, N.A. 666 Fifth Avenue, 3rd Floor New York, New York 10103 Attention: Mr. Anthony Pantina Telecopier No.: 212-830-4905 76 {PAGE} EXHIBIT A-1 PROMISSORY NOTE (Syndicated Loans) [Date _____________ Citibank, N.A. – Percentage -------------- ----------------- --------------- {S} {C} {C} JPMorgan Chase Bank $20,000,000 26.6666% Fleet National Bank $18,500,000 24.6667% The Bank of New York $18,500,000 24.6667% Citibank, N.A. $18,000,000 24.0% Total Revolving Credit Commitment $75,000,000 100% {/TABLE} {PAGE} SCHEDULE II APPLICABLE RATES {TABLE} {CAPTION} Average Debt Coverage Ratio LIBOR Loan Spread Commitment _____________ dt 1478510 ; BNY Bank of New York ( Money Center Banks ) As referenced in this Credit Agreement: BANK OF NEW YORK, – and JPMORGAN CHASE BANK, as Administrative Agent, and as Swingline Bank, and as Issuing Bank. --------------------------------------- J.P. MORGAN SECURITIES, INC., as Arranger, FLEET NATIONAL BANK, as Syndication Agent and THE BANK OF NEW YORK, as Documentation Agent {PAGE} Table of Contents {TABLE} {CAPTION} Page ---- {S} {C} ARTICLE 1. DEFINITIONS; ACCOUNTING TERMS 1 Section 1.1. Definitions 1 Section 1.2. Accounting Terms 13 _____________ Bank of New York, – rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the nearest 1/100th of 1%) _____________ Bank of New York, – the Parent, the lenders signatory thereto, The Chase Manhattan Bank, as administrative agent and as swingline bank and as issuing bank, Fleet Bank, N.A., as syndication agent, and The Bank of New York, as documentation agent. Section 2.16. Increase of Total Revolving Credit Commitment. The Parent may from time to time elect to increase the Total Revolving Credit Commitment, on up _____________ BANK OF NEW YORK, – National Bank 1185 Avenue of the Americas Mail Stop: NY EH 30902L New York, New York 10036 Attention: Mr. John C. Auth Telecopier No.: 212-819-4120 74 {PAGE} THE BANK OF NEW YORK, as Lender By: /s/ Susan M. Graham ---------------------------------- Susan M. Graham Vice President Lending Office and Address for Notices: The Bank of New York 385 Rifle Camp Road West Paterson, _____________ Bank of New York – No.: 212-819-4120 74 {PAGE} THE BANK OF NEW YORK, as Lender By: /s/ Susan M. Graham ---------------------------------- Susan M. Graham Vice President Lending Office and Address for Notices: The Bank of New York 385 Rifle Camp Road West Paterson, New Jersey 07424 Attention: Ms. Susan M. Graham Telecopier No.: 973-357-7705 75 {PAGE} CITIBANK, N.A., as Lender By: /s/ Anthony _____________ dt 1584102 ;	Chase Manhattan Chase Manhattan Bank ( Financial ) As referenced in this Credit Agreement: Chase Manhattan Bank, – and fees) owing on the Closing Date by the Parent under the Credit Agreement dated as of June 22, 2000 (as amended) among the Parent, the lenders signatory thereto, The Chase Manhattan Bank, as administrative agent and as swingline bank and as issuing bank, Fleet Bank, N.A., as syndication agent, and The Bank of New York, as documentation agent. Section 2. _____________ dt 1425719 ; Fleet Bank Fleet Bank, NA ( Financial ) As referenced in this Credit Agreement: Fleet Bank, N.A. – dated as of June 22, 2000 (as amended) among the Parent, the lenders signatory thereto, The Chase Manhattan Bank, as administrative agent and as swingline bank and as issuing bank, Fleet Bank, N.A. , as syndication agent, and The Bank of New York, as documentation agent. Section 2.16. Increase of Total Revolving Credit Commitment. The Parent may from time to time elect _____________ dt 1382666 ; More...
Preview Full Doc	2000	Credit Agreement Credit Agreement (321K) Doc #424652: Click preview link for longer preview. CREDIT AGREEMENT dated as of June 22, 2000 among MOVADO GROUP, INC. and the Lenders signatory hereto and THE CHASE MANHATTAN BANK, as Administrative Agent, and as Swingline Bank, and as Issuing Bank, and FLEET BANK, N.A., as Syndication Agent and THE BANK OF NEW YORK, as Documentation Agent --------------------------------------- CHASE SECURITIES INC., as Arranger {PAGE} 2 Table of Contents Page ARTICLE 1. DEFINITIONS; ACCOUNTING TERMS 1 Section 1.1. Definitions 1 Section 1.2. Accounting Terms 13 ARTICLE 2. THE LOANS 13 Section 2.1. Syndicated Loans 13 Section 2.2. Making of Syndicated Loans 13 Section 2.3. Borrowing Procedure as to Syndicated Loans 15 Section 2.4. Swingline Loans 15 Section 2.5. Refinancing by All Lenders of Swingline Loans 16 Section 2.6. Repayment of Loans 17 Section 2.7. Certain Fees 17 Section 2.8. Interest on Loans 18 Section 2.9. Default Interest 18 Section 2.10. Termination and Reduction of Commitments 18 Section 2.11. Conversion and Continuation of Borrowings 19 Section 2.12. Optional Prepayment 20 Section 2.13. Mandatory Prepayments 21 Section 2.14. Payments 22 Section 2.15. Purpose23 ARTICLE 3. LETTERS OF CREDIT 23 Section 3.1. Letters of Credit 23 Section 3.2. Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. 23 Section 3.3. Minimum Amount; Expiration Date 23 Section 3.4. Participations24 Section 3.5. Reimbursement 24 Section 3.6. Obligations Absolute 24 Section 3.7. Disbursement Procedures 25 Section 3.8. Interim Interest 25 Section 3.9. Letter of Credit Fees 25 Section 3.10. Resignation of the Issuing Bank 26 Section 3.11. Not Fiduciary 26 Section 3.12. Purpose. 26 ARTICLE 4. YIELD PROTECTION; ILLEGALITY; ETC. 26 Section 4.1. Alternate Rate of Interest 26 Section 4.2. Reserve Requirement; Change in Circumstances 27 Section 4.3. Change in Legality 28 Section 4.4. Indemnity 29 Section 4.5. Taxes 29 Section 4.6. Duty to Mitigate 30 Section 4.7. Replacement of Lenders 31 ARTICLE 5. CONDITIONS PRECEDENT 31 Section 5.1. Documentary Conditions Precedent 31 i {PAGE} 3 Section 5.2. Additional Conditions Precedent 32 Section 5.3. Deemed Representations 33 ARTICLE 6. REPRESENTATIONS AND WARRANTIES 33 Section 6.1. Incorporation, Good Standing and Due Qualification33 Section 6.2. Corporate Power and Authority; No Conflicts33 Section 6.3. Legally Enforceable Agreements 34 Section 6.4. Litigation 34 Section 6.5. Financial Statements 34 Section 6.6. Ownership and Liens 34 Section 6.7. Taxes 35 Section 6.8. ERISA 35 Section 6.9. Subsidiaries and Ownership of Stock 35 Section 6.10. Credit Arrangements 35 Section 6.11. Operation of Business 36 Section 6.12. Hazardous Materials 36 Section 6.13. No Default on Outstanding Judgments or Orders 37 Section 6.14. No Defaults on Other Agreements 38 Section 6.15. Labor Disputes and Acts of God 38 Section 6.16. Governmental Regulation 38 Section 6.17. Partnerships 38 Section 6.18. No Forfeiture 38 Section 6.19. Solvency 38 ARTICLE 7. AFFIRMATIVE COVENANTS 39 Section 7.1. Maintenance of Existence 39 Section 7.2. Conduct of Business 39 Section 7.3. Maintenance of Properties 39 Section 7.4. Maintenance of Records 39 Section 7.5. Maintenance of Insurance 39 Section 7.6. Compliance with Laws; Payment of Taxes 39 Section 7.7. Right of Inspection 40 Section 7.8. Reporting Requirements 40 Section 7.9. Subsidiary Guarantee 43 Section 7.10. Equal and Ratable Lien 43 Section 7.11. Prudential Guarantees 43 ARTICLE 8. NEGATIVE COVENANTS 43 Section 8.1. Debt 43 Section 8.2. Guaranties, Etc 45 Section 8.3. Liens 46 Section 8.4. Leases 47 Section 8.5. Investments 47 Section 8.6. Dividends 49 Section 8.7. Sale of Assets49 Section 8.8. Stock of Subsidiaries, Etc 50 Section 8.9. Transactions with Affiliates 50 Section 8.10. Mergers, Etc 50 Section 8.11. Acquisitions 51 Section 8.12. No Activities Leading to Forfeiture 51 Section 8.13. No Material Change in Business 51 Section 8.14. No Restriction 51 ii {PAGE} 4 Section 8.15. Swap and Exchange Agreements 51 Section 8.16. Certain Subsidiary Liabilities 52 ARTICLE 9. FINANCIAL COVENANTS 52 Section 9.1. Tangible Net Worth 52 Section 9.2. Debt Ratio 52 Section 9.3. Interest Coverage Ratio 52 Section 9.4. Average Debt Coverage Ratio 52 Section 9.5. Year-End Debt Coverage Ratio 52 Section 9.6. Capital Expenditures 52 ARTICLE 10. EVENTS OF DEFAULT 53 Section 10.1. Events of Default 53 ARTICLE 11. THE AGENTS; RELATIONS AMONG LENDERS AND BORROWER 55 Section 11.1. Appointment, Powers and Immunities of Administrative Agent 55 Section 11.2. Reliance by Administrative Agent 55 Section 11.3. Defaults 55 Section 11.4. Rights of Administrative Agent as a Lender 56 Section 11.5. Indemnification of Administrative Agent 56 Section 11.6. Documents 56 Section 11.7. Non-Reliance on Administrative Agent and Other Lenders 56 Section 11.8. Failure of Administrative Agent to Act 57 Section 11.9. Resignation or Removal of Administrative Agent 57 Section 11.10. Amendments Concerning Agency Function 57 Section 11.11. Liability of Administrative Agent 57 Section 11.12. Transfer of Agency Function 58 Section 11.13. Non-Receipt of Funds by the Administrative Agent 58 Section 11.14. Withholding Taxes 58 Section 11.15. Several Obligations and Rights of Lenders 58 Section 11.16. Pro Rata Treatment of Syndicated Loans, Etc 59 Section 11.17. Sharing of Payments Among Lenders 59 Section 11.18. Syndication Agent and Documentation Agent 59 ARTICLE 12. MISCELLANEOUS 60 Section 12.1. Amendments and Waivers 60 Section 12.2. Usury 61 Section 12.3. Expenses 61 Section 12.4. Survival 61 Section 12.5. Assignment; Participations 61 Section 12.6. Notices64 Section 12.7. Setoff 64 SECTION 12.8. JURISDICTION; IMMUNITIES 64 Section 12.9. Table of Contents; Headings 65 Section 12.10. Severability 65 Section 12.11. Counterparts 65 Section 12.12. Integration 65 SECTION 12.13. GOVERNING LAW 65 Section 12.14. Confidentiality 65 Section 12.15. Treatment of Certain Information 65 iii {PAGE} 5 EXHIBITS Exhibit A-1 Form of Syndicated Loan Note Exhibit A-2 Form of Swingline Loan Note Exhibit B Form of Authorization Letter Exhibit C Form of Opinion of Counsel for Borrower and Initial Guarantors Exhibit D Form of Guarantee Exhibit E Form of Assignment and Assumption Agreement Exhibit F Form of Confidentiality Agreement SCHEDULES Schedule I Lenders and Amounts of Revolving Credit Commitments Schedule II Applicable Rates Schedule III Subsidiaries of Borrower Schedule IV Credit Arrangements Schedule V Environmental Matters 424652	Movado Group Movado Group, Inc. ( Furniture & Fixtures ) As referenced in this Credit Agreement: MOVADO GROUP, INC – {DOCUMENT} {TYPE}EX-10.1 {SEQUENCE}2 {FILENAME}y39992ex10-1.txt {DESCRIPTION}CREDIT AGREEMENT {TEXT} {PAGE} 1 CREDIT AGREEMENT dated as of June 22, 2000 among MOVADO GROUP, INC . and the Lenders signatory hereto and THE CHASE MANHATTAN BANK, as Administrative Agent, and as Swingline Bank, and as Issuing Bank, and FLEET BANK, N.A., as Syndication Agent _____________ MOVADO GROUP, INC – Commitments Schedule II Applicable Rates Schedule III Subsidiaries of Borrower Schedule IV Credit Arrangements Schedule V Environmental Matters iv {PAGE} 6 CREDIT AGREEMENT dated as of June 22, 2000 among MOVADO GROUP, INC ., a corporation organized under the laws of New York (the "Borrower"); each of the lenders which is a signatory hereto (individually a "Lender" and collectively the "Lenders"); THE CHASE _____________ Movado Group, Inc – such consolidated earnings for the fiscal quarter ended January 31, 2000). "Board" means the Board of Governors of the Federal Reserve System of the United States of America. "Borrower" means Movado Group, Inc ., a New York corporation. "Borrowing" means (in the case of Syndicated Loans) a group of Syndicated Loans of a single Type made by the Lenders on a single date _____________ MOVADO GROUP, INC – each such subsidiary and Affiliate. 9.25. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. MOVADO GROUP, INC ., as Borrower By: /s/ Richard Cote Name: Richard Cote Title: EVP Address for Notices: Movado Group, Inc. 125 Chubb Avenue Lyndhurst, NJ 07071 Attention: Chief Financial Officer Telecopier No.: _____________ Movado Group, Inc – to be duly executed as of the day and year first above written. MOVADO GROUP, INC., as Borrower By: /s/ Richard Cote Name: Richard Cote Title: EVP Address for Notices: Movado Group, Inc . 125 Chubb Avenue Lyndhurst, NJ 07071 Attention: Chief Financial Officer Telecopier No.: 201-460-3768 with a simultaneous copy to: --------------------------- Movado Group, Inc. 300 Tice Boulevard, 2nd Floor Woodcliff _____________ dt 1365788 ; BNY Bank of New York ( Money Center Banks ) As referenced in this Credit Agreement: BANK OF NEW YORK, – the Lenders signatory hereto and THE CHASE MANHATTAN BANK, as Administrative Agent, and as Swingline Bank, and as Issuing Bank, and FLEET BANK, N.A., as Syndication Agent and THE BANK OF NEW YORK, as Documentation Agent --------------------------------------- CHASE SECURITIES INC., as Arranger {PAGE} 2 Table of Contents Page ARTICLE 1. DEFINITIONS; ACCOUNTING TERMS 1 Section 1.1. Definitions 1 Section 1.2. Accounting _____________ BANK OF NEW YORK, – Bank"); FLEET BANK, N.A., a national banking association, as syndication agent for the Lenders (in such capacity, together with its successors in such capacity, the "Syndication Agent"); and THE BANK OF NEW YORK, a New York banking corporation, as documentation agent for the Lenders (in such capacity, together with its successors in such capacity, the "Documentation Agent"). The Borrower desires that the _____________ Bank of New York, – rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day for such transactions received by _____________ BANK OF NEW YORK, – for Notices: Fleet Bank, N.A. 1185 Avenue of the Americas New York, New York 10036 Attention: Mr. Christian J. Covello Telecopier No.: 212-703-1724 64 {PAGE} 70 THE BANK OF NEW YORK, as Documentation Agent and Lender By: /s/ Linda Mae Coppa Linda Mae Coppa Vice President Lending Office and Address for Notices: The Bank of New York 385 Rifle Camp _____________ Bank of New York – 64 {PAGE} 70 THE BANK OF NEW YORK, as Documentation Agent and Lender By: /s/ Linda Mae Coppa Linda Mae Coppa Vice President Lending Office and Address for Notices: The Bank of New York 385 Rifle Camp Road West Paterson, New Jersey 07424 Attention: Ms. Linda Mae Coppa Telecopier No.: 973-357-7705 65 {PAGE} 71 EUROPEAN AMERICAN BANK, as Lender By: /s/ _____________ dt 1584104 ; Chase Manhattan Chase Manhattan Bank ( Financial ) As referenced in this Credit Agreement: CHASE MANHATTAN BANK, – 2 {FILENAME}y39992ex10-1.txt {DESCRIPTION}CREDIT AGREEMENT {TEXT} {PAGE} 1 CREDIT AGREEMENT dated as of June 22, 2000 among MOVADO GROUP, INC. and the Lenders signatory hereto and THE CHASE MANHATTAN BANK, as Administrative Agent, and as Swingline Bank, and as Issuing Bank, and FLEET BANK, N.A., as Syndication Agent and THE BANK OF NEW YORK, as Documentation Agent --------------------------------------- CHASE _____________ CHASE MANHATTAN BANK, – GROUP, INC., a corporation organized under the laws of New York (the "Borrower"); each of the lenders which is a signatory hereto (individually a "Lender" and collectively the "Lenders"); THE CHASE MANHATTAN BANK, a New York banking corporation, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the "Administrative Agent"), and as swingline bank (in _____________ Chase Manhattan Bank – preceding Business Day. Interest shall accrue from and including the first day of an Interest Period to but excluding the last day of such Interest Period. "Issuing Bank" means The Chase Manhattan Bank and its successors. "Issuing Bank Fees" is defined in Section 3.9. "L/C Commitment" means the commitment of the Issuing Bank to issue Letters of Credit pursuant to Article _____________ Chase Manhattan Bank – or indirectly by such Person. Unless the context otherwise requires, references in this Agreement to a Subsidiary mean a Subsidiary of the Borrower. 11 {PAGE} 17 "Swingline Bank" means The Chase Manhattan Bank and its successors. "Swingline Loan Borrowing Request" means a request by the Borrower for a Swingline Loan in accordance with the terms of Section 2.4 in form satisfactory to _____________ Chase Manhattan Bank, – on the Closing Date by the Borrower under the Amended and Restated Credit Agreement dated as of July 23, 1997 (as amended) among the Borrower, the lenders signatory thereto, The Chase Manhattan Bank, as agent and as swingline bank and as issuing bank, and Fleet Bank, N.A., as co-agent. 1.3. 1.4. 2. ARTICLE LETTERS OF CREDIT 1.1. _____________ dt 1425721 ;	Chase Securities Chase Securities Inc. ( Financial ) As referenced in this Credit Agreement: CHASE SECURITIES INC – MANHATTAN BANK, as Administrative Agent, and as Swingline Bank, and as Issuing Bank, and FLEET BANK, N.A., as Syndication Agent and THE BANK OF NEW YORK, as Documentation Agent --------------------------------------- CHASE SECURITIES INC ., as Arranger {PAGE} 2 Table of Contents Page ARTICLE 1. DEFINITIONS; ACCOUNTING TERMS 1 Section 1.1. Definitions 1 Section 1.2. Accounting Terms 13 ARTICLE 2. THE LOANS _____________ dt 1522038 ; Fleet Bank Fleet Bank, NA ( Financial ) As referenced in this Credit Agreement: FLEET BANK, N.A. – of June 22, 2000 among MOVADO GROUP, INC. and the Lenders signatory hereto and THE CHASE MANHATTAN BANK, as Administrative Agent, and as Swingline Bank, and as Issuing Bank, and FLEET BANK, N.A. , as Syndication Agent and THE BANK OF NEW YORK, as Documentation Agent --------------------------------------- CHASE SECURITIES INC., as Arranger {PAGE} 2 Table of Contents Page ARTICLE 1. DEFINITIONS; ACCOUNTING TERMS 1 _____________ FLEET BANK, N.A. – in such capacity, together with its successor in such capacity, the "Swingline Bank"), and as issuing bank (in such capacity, together with its successors in such capacity, the "Issuing Bank"); FLEET BANK, N.A. , a national banking association, as syndication agent for the Lenders (in such capacity, together with its successors in such capacity, the "Syndication Agent"); and THE BANK OF NEW YORK, _____________ Fleet Bank, N.A. – dated as of July 23, 1997 (as amended) among the Borrower, the lenders signatory thereto, The Chase Manhattan Bank, as agent and as swingline bank and as issuing bank, and Fleet Bank, N.A. , as co-agent. 1.3. 1.4. 2. ARTICLE LETTERS OF CREDIT 1.1. Section Letters of Credit . Subject to the terms and conditions of this Agreement, the Issuing _____________ FLEET BANK, N.A. – Swingline Bank and Issuing Bank: The Chase Manhattan Bank East 36 Midland Avenue Paramus, New Jersey 07652 Attention: Mr. Leonard D. Noll Telecopier No.: 201-599-6824 63 {PAGE} 69 FLEET BANK, N.A. , as Syndication Agent and Lender By: /s/ Christian J. Covello Christian J. Covello Vice President Lending Office and Address for Notices: Fleet Bank, N.A. 1185 Avenue of the _____________ Fleet Bank, N.A. – 599-6824 63 {PAGE} 69 FLEET BANK, N.A., as Syndication Agent and Lender By: /s/ Christian J. Covello Christian J. Covello Vice President Lending Office and Address for Notices: Fleet Bank, N.A. 1185 Avenue of the Americas New York, New York 10036 Attention: Mr. Christian J. Covello Telecopier No.: 212-703-1724 64 {PAGE} 70 THE BANK OF NEW YORK, as _____________ dt 1382668
Preview Full Doc	2006	Credit Agreement Credit Agreement (447K) Doc #1085012: Click preview link for longer preview. CREDIT AGREEMENT dated as of December 15, 2005 among MOVADO GROUP, INC., MOVADO WATCH COMPANY SA and MGI LUXURY GROUP S.A., as Borrowers, the Lenders signatory hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent, and as Swingline Bank, and as Issuing Bank . . . 1085012	Movado Group Movado Group, Inc. ( Furniture & Fixtures ) As referenced in this Credit Agreement: MOVADO GROUP, INC – EX-10.34 2 y18915exv10w34.txt CREDIT AGREEMENT Exhibit 10.34 EXECUTION COPY CREDIT AGREEMENT dated as of December 15, 2005 among MOVADO GROUP, INC ., MOVADO WATCH COMPANY SA and MGI LUXURY GROUP S.A., as Borrowers, the Lenders signatory hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent, and as Swingline Bank, _____________ MOVADO GROUP, INC – Applicable Rates Schedule III Subsidiaries of Parent Schedule IV Credit Arrangements Schedule V Environmental Matters Schedule VI Affiliate Transactions v CREDIT AGREEMENT dated as of December 15, 2005 among MOVADO GROUP, INC ., a corporation organized under the laws of New York (the "Parent"); MOVADO WATCH COMPANY SA, a corporation organized under the laws of Switzerland ("MWC"); MGI LUXURY GROUP S.A., _____________ MOVADO GROUP, INC – has intentionally been left blank.] 85 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. MOVADO GROUP, INC ., as Borrower By: /s/ Eugene Karpovich ------------------------------------ Name: Eugene Karpovich Title: Senior VP/CFO Address for Notices: Movado Group, Inc. 650 From Road Paramus, NJ 07652 Attention: Treasurer Telecopier No.: _____________ Movado Group, Inc – duly executed as of the day and year first above written. MOVADO GROUP, INC., as Borrower By: /s/ Eugene Karpovich ------------------------------------ Name: Eugene Karpovich Title: Senior VP/CFO Address for Notices: Movado Group, Inc . 650 From Road Paramus, NJ 07652 Attention: Treasurer Telecopier No.: 201-267-8240 with a simultaneous copy to: Movado Group, Inc. 650 From Road Paramus, NJ 07652 Attention: General _____________ Movado Group, Inc – Eugene Karpovich Title: Senior VP/CFO Address for Notices: Movado Group, Inc. 650 From Road Paramus, NJ 07652 Attention: Treasurer Telecopier No.: 201-267-8240 with a simultaneous copy to: Movado Group, Inc . 650 From Road Paramus, NJ 07652 Attention: General Counsel Telecopier No.: 201-267-8050 86 MOVADO WATCH COMPANY SA, as Borrower By: /s/ Richard Cote ------------------------------------ Name: Richard Cote _____________ dt 1708767 ; BNY Bank of New York ( Money Center Banks ) As referenced in this Credit Agreement: BANK OF NEW YORK – and as Swingline Bank, and as Issuing Bank ---------- J.P. MORGAN SECURITIES, INC., as Sole Lead Arranger and Sole Bookrunner, BANK OF AMERICA, N.A., as Syndication Agent and THE BANK OF NEW YORK and CITIBANK, N.A., as Documentation Agents Table of Contents Page ---- ARTICLE 1. DEFINITIONS; ACCOUNTING TERMS................................. 1 Section 1.1. Definitions............................................ 1 Section 1. _____________ Bank of New York, – rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the nearest 1/100th of 1%) _____________ BANK OF NEW YORK – 777-2542 Telecopier No.: 44 (207) 777-2360 89 BANK OF AMERICA, N.A., LONDON By: /s/ RICHARD WILLIAMS ------------------------------------ Name: RICHARD WILLIAMS Title: CREDIT PRODUCTS OFFICER 90 THE BANK OF NEW YORK By: /s/ Susan M. Graham ------------------------------------ Name: Susan M. Graham Title: Vice President 91 CITIBANK, N.A. By: /s/ Anthony V. Pantina ------------------------------------ Name: Anthony V. Pantina ---------------------------------- Title: Vice President --------------------------------- _____________ Bank of New York – Lender's Name of Lender Revolving Credit Commitment -------------- --------------------------- JPMorgan Chase Bank, N.A. $14,000,000 Bank of America, N.A., London $12,000,000 The Bank of New York $12,000,000 Citibank, N.A. $12,000,000 TOTAL $50,000,000 SCHEDULE II APPLICABLE RATES LIBOR Loan Commitment Average Debt Coverage Ratio Spread _____________ BANK OF NEW YORK – AND OUTSTANDING BALANCES OCTOBER 31, 2005 SCHEDULE IV CREDIT LINE -------------- DOMESTIC WORKING CAPITAL LINES (1) JPMORGAN CHASE $ 37,000,000 BANK OF AMERICA $ 20,000,000 BANK OF NEW YORK $ 5,000,000 -------------- $ 62,000,000 ============== JP MORGAN CHASE (AS AGENT) $ 50,000,000 -------------- TOTAL DOMESTIC LINES $ 112,000,000 ============== FOREIGN SWISS SUBSIDIARIES UBS (2) CHF 8,000,000 _____________ dt 1866949 ;	JPMorgan Chase JPMorgan Chase Bank ( Financial ) As referenced in this Credit Agreement: JPMORGAN CHASE BANK, – COPY CREDIT AGREEMENT dated as of December 15, 2005 among MOVADO GROUP, INC., MOVADO WATCH COMPANY SA and MGI LUXURY GROUP S.A., as Borrowers, the Lenders signatory hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent, and as Swingline Bank, and as Issuing Bank ---------- J.P. MORGAN SECURITIES, INC., as Sole Lead Arranger and Sole Bookrunner, BANK OF AMERICA, N. _____________ JPMORGAN CHASE BANK, – LUXURY GROUP S.A., a corporation organized under the laws of Switzerland ("Luxury"); each of the lenders which is a signatory hereto (individually a "Lender" and collectively the "Lenders"); and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the "Administrative Agent"), and as swingline bank (in such capacity, together _____________ JPMorgan Chase Bank, – the term "Issuing Bank" shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate. "Issuing Bank Fees" is defined in Section 3.9. "JPMCB" means JPMorgan Chase Bank, N.A. and its successors. "Judgment Currency" is defined in Section 12.16(a). "Judgment Currency Conversion Date" is defined in Section 12.16(a). "L/C Commitment" means _____________ JPMORGAN CHASE BANK, – Treasurer Telecopier No.: 201-267-8240 with a simultaneous copy to: Movado Group, Inc. 650 From Road Paramus, NJ 07652 Attention: General Counsel Telecopier No.: 201-267-8050 88 JPMORGAN CHASE BANK, N.A., as Administrative Agent and Lender By: /s/ HAROLD V. GARRITY, III ------------------------------------ Name: HAROLD V. GARRITY, III Title: Vice President Address for Notices as Administrative Address for Notices _____________ JPMorgan Chase Bank, – By: /s/ HAROLD V. GARRITY, III ------------------------------------ Name: HAROLD V. GARRITY, III Title: Vice President Address for Notices as Administrative Address for Notices as Issuing Bank: Agent, Swingline Bank and Lender: JPMorgan Chase Bank, N.A. JPMorgan Chase Bank, N.A. 695 Route 46 West 1111 Fannin Street, 10th Floor Fairfield NJ 07004 Houston, Texas 77002-6925 Attention: Brendan Walsh Attention: Loan and _____________ dt 1730255 ; Paul Weiss Paul, Weiss, Rifkind, Wharton & Garrison ( Legal ) As referenced in this Credit Agreement: Paul, Weiss – 2 Form of Swingline Loan Note Exhibit B Form of Authorization Letter Exhibit C-1 Form of Opinion of Timothy F. Michno, Esq. Exhibit C-2 Form of Opinion of Paul, Weiss , Rifkind, Wharton & Garrison LLP Exhibit C-3 Form of Opinion of Swiss Counsel for the Foreign Subsidiary Borrowers Exhibit D-1 Form of Subsidiary Guarantee Exhibit D-2 Form _____________ Paul, Weiss – constitutes a Default or an Event of Default; (i) opinions of domestic counsel for the Parent, the Foreign Subsidiary Borrowers and the Initial Subsidiary Guarantors (Timothy F. Michno, Esq. and Paul, Weiss , Rifkind, Wharton & Garrison LLP), dated the Closing Date, in substantially the forms of Exhibit C-1 and Exhibit C-2 (respectively) and as to such other matters as the _____________ Paul, Weiss – to my attention or changes in law occur which could affect such opinions. Very truly yours, ---------------------------------------- Timothy F. Michno General Counsel -3- EXHIBIT C-2 (Form of Opinion of Paul, Weiss , Rifkind, Wharton & Garrison LLP) December 15, 2005 To the Lenders party to the Credit Agreement referred to below and JPMorgan Chase Bank, N.A., as Agent Ladies and Gentlemen: _____________ PAUL, WEISS – governmental agency, or (iv) in connection with any legal action to which such Lender is a party arising out of the transactions contemplated by the Credit Agreement. Very truly yours, PAUL, WEISS , RIFKIND, WHARTON & GARRISON LLP -5- EXHIBIT C-3 (Form of Opinion of Swiss Counsel to the Foreign Subsidiary Borrowers) BY E-MAIL - BY COURIER The Lenders party to _____________ dt 1699056
Preview Full Doc	2006	Credit Agreement Credit Agreement (335K) Doc #1085013: Click preview link for longer preview. CREDIT AGREEMENT dated as of December 15, 2005 among MOVADO WATCH COMPANY SA and MGI LUXURY GROUP S.A., as Borrowers, MOVADO GROUP, INC., as Parent, the Lenders signatory hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent . . . 1085013	Movado Group Movado Group, Inc. ( Furniture & Fixtures ) As referenced in this Credit Agreement: MOVADO GROUP, INC – CREDIT AGREEMENT Exhibit 10.35 EXECUTION COPY CREDIT AGREEMENT dated as of December 15, 2005 among MOVADO WATCH COMPANY SA and MGI LUXURY GROUP S.A., as Borrowers, MOVADO GROUP, INC ., as Parent, the Lenders signatory hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent ---------- J.P. MORGAN SECURITIES, INC., as Sole Lead Arranger and Sole Bookrunner, BANK OF _____________ MOVADO GROUP, INC – 15, 2005 among MOVADO WATCH COMPANY SA, a corporation organized under the laws of Switzerland ("MWC"); MGI LUXURY GROUP S.A., a corporation organized under the laws of Switzerland ("Luxury"); MOVADO GROUP, INC ., a corporation organized under the laws of New York (the "Parent"); each of the lenders which is a signatory hereto (individually a "Lender" and collectively the "Lenders"); and JPMORGAN _____________ Movado Group, Inc – SA, as Borrower By: /s/ Richard Cote ------------------------------------ Name: Richard Cote Title: Director By: /s/ Benedikt Schlegel ------------------------------------ Name: Benedikt Schlegel Title: COO Address for Notices: Movado Watch Company SA c/o Movado Group, Inc . 650 From Road Paramus, NJ 07652 Attention: Treasurer Telecopier No.: 201-267-8240 with a simultaneous copy to: Movado Group, Inc. 650 From Road Paramus, NJ 07652 Attention: General _____________ Movado Group, Inc – Address for Notices: Movado Watch Company SA c/o Movado Group, Inc. 650 From Road Paramus, NJ 07652 Attention: Treasurer Telecopier No.: 201-267-8240 with a simultaneous copy to: Movado Group, Inc . 650 From Road Paramus, NJ 07652 Attention: General Counsel Telecopier No.: 201-267-8050 MGI LUXURY GROUP S.A., as Borrower By: /s/ Richard Cote ------------------------------------ Name: Richard Cote _____________ Movado Group, Inc – as Borrower By: /s/ Richard Cote ------------------------------------ Name: Richard Cote Title: Director By: /s/ Benedikt Schlegel ------------------------------------ Name: Benedikt Schlegel Title: COO Address for Notices: MGI Luxury Group S.A. c/o Movado Group, Inc . 650 From Road Paramus, NJ 07652 Attention: Treasurer Telecopier No.: 201-267-8240 with a simultaneous copy to: Movado Group, Inc. 650 From Road Paramus, NJ 07652 Attention: General _____________ dt 1708768 ; BNY Bank of New York ( Money Center Banks ) As referenced in this Credit Agreement: BANK OF NEW YORK – JPMORGAN CHASE BANK, N.A., as Administrative Agent ---------- J.P. MORGAN SECURITIES, INC., as Sole Lead Arranger and Sole Bookrunner, BANK OF AMERICA, N.A., as Syndication Agent and THE BANK OF NEW YORK and CITIBANK, N.A., as Documentation Agents Table of Contents Page ---- ARTICLE 1. DEFINITIONS; ACCOUNTING TERMS................................. 1 Section 1.1. Definitions............................................ 1 Section 1. _____________ BANK OF NEW YORK – No,: 973-439-5064 Telecopier No.: 973-439-5019 67 BANK OF AMERICA, N.A. By: /s/ RICHARD WILLIAMS ------------------------------------ Name: RICHARD WILLIAMS Title: CREDIT PRODUCTS OFFICER 68 THE BANK OF NEW YORK By: /s/ Frank S. Bridges ------------------------------------ Name: Frank S. Bridges Title: Vice President 69 CITIBANK, N.A., LONDON BRANCH By: /s/ Jonathan Bhushan ------------------------------------ Name: Jonathan Bhushan Title: Citigroup Director _____________ Bank of New York – s Revolving Name of Lender Credit Commitment (CHF) -------------- ----------------------- JPMorgan Chase Bank, N.A. CHF 25,200,000 Bank of America, N.A., London CHF 21,600,000 The Bank of New York CHF 21,600,000 Citibank, N.A., London Branch CHF 21,600,000 TOTAL CHF 90,000,000 SCHEDULE II APPLICABLE RATES Average Debt Coverage _____________ BANK OF NEW YORK – AND OUTSTANDING BALANCES OCTOBER 31, 2005 SCHEDULE IV DOMESTIC CREDIT LINE -------- --------------- WORKING CAPITAL LINES (1) JPMORGAN CHASE $ 37,000,000 BANK OF AMERICA $ 20,000,000 BANK OF NEW YORK $ 5,000,000 -------------- $ 62,000,000 ============== JP MORGAN CHASE (AS AGENT) $ 50,000,000 -------------- TOTAL DOMESTIC LINES $ 112,000,000 ============== FOREIGN SWISS SUBSIDIARIES UBS (2) CHF 8,000,000 _____________ Bank of New York – N.A. ("BoA") in connection with the Amended and Restated Promissory Note, dated as of December 12, 2005, between BoA and Movado Group, Inc. (d) Liens in favor of The Bank of New York ("BoNY") in connection with the Amended and Restated Master Promissory Note (Negotiated Rate), dated as of June 30, 2005, between BoNY and Movado Group, Inc. -2- SCHEDULE V _____________ dt 1866156 ;	JPMorgan Chase JPMorgan Chase Bank ( Financial ) As referenced in this Credit Agreement: JPMORGAN CHASE BANK, – AGREEMENT dated as of December 15, 2005 among MOVADO WATCH COMPANY SA and MGI LUXURY GROUP S.A., as Borrowers, MOVADO GROUP, INC., as Parent, the Lenders signatory hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent ---------- J.P. MORGAN SECURITIES, INC., as Sole Lead Arranger and Sole Bookrunner, BANK OF AMERICA, N.A., as Syndication Agent and THE BANK OF _____________ JPMORGAN CHASE BANK, – GROUP, INC., a corporation organized under the laws of New York (the "Parent"); each of the lenders which is a signatory hereto (individually a "Lender" and collectively the "Lenders"); and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the "Administrative Agent"). MWC and Luxury desire that the Lenders make _____________ JPMorgan Chase Bank, – the next preceding Business Day. Interest shall accrue from and including the first day of an Interest Period to but excluding the last day of such Interest Period. "JPMCB" means JPMorgan Chase Bank, N.A. and its successors. "Judgment Currency" is defined in Section 11.16(a). "Judgment Currency Conversion Date" is defined in Section 11.16(a). "Lenders" means (a) the _____________ JPMORGAN CHASE BANK, – Attention: Treasurer Telecopier No.: 201-267-8240 with a simultaneous copy to: Movado Group, Inc. 650 From Road Paramus, NJ 07652 Attention: General Counsel Telecopier No.: 201-267-8050 JPMORGAN CHASE BANK, N.A., as Administrative Agent and Lender By: /s/ HAROLD V. GARRITY, III ------------------------------------ Name: HAROLD V. GARRITY, III Title: Vice President Address for Notices as Administrative Agent and Lender: _____________ JPMorgan Chase Bank, – Morgan Europe Limited 125 London Wall London EC2Y 5 AJ Attention: Claire Johnson Telephone No.: 44(207) 777-2542 Telecopier No.: 44(207)777-2360 with a simultaneous copy to: JPMorgan Chase Bank, N.A. 695 Route 46 West Fairfield NJ 07004 Attention: Brendan Walsh Telephone No,: 973-439-5064 Telecopier No.: 973-439-5019 67 BANK OF AMERICA, N.A. _____________ dt 1730256 ; Paul Weiss Paul, Weiss, Rifkind, Wharton & Garrison ( Legal ) As referenced in this Credit Agreement: Paul, Weiss – EXHIBITS Exhibit A Form of Note Exhibit B Form of Authorization Letter Exhibit C-1 Form of Opinion of Timothy F. Michno, Esq. Exhibit C-2 Form of Opinion of Paul, Weiss , Rifkind, Wharton & Garrison LLP Exhibit C-3 Form of Opinion of Swiss Counsel for the Borrowers Exhibit D Form of Parent Guarantee Exhibit E Form of Assignment and Assumption _____________ Paul, Weiss – and that no event has occurred and is continuing which constitutes a Default or an Event of Default; (h) opinions of counsel for the Borrowers (Timothy F. Michno, Esq. and Paul, Weiss , Rifkind, Wharton & Garrison LLP), dated the Closing Date, in substantially the forms of Exhibit C-1 and Exhibit C-2 (respectively) and as to such other matters as the _____________ Paul, Weiss – to my attention or changes in law occur which could affect such opinions. Very truly yours, ---------------------------------------- Timothy F. Michno General Counsel -2- EXHIBIT C-2 (Form of Opinion of Paul, Weiss , Rifkind, Wharton & Garrison LLP) December 15, 2005 To the Lenders party to the Credit Agreement referred to below and JPMorgan Chase Bank, N.A., as Agent Ladies and Gentlemen: _____________ PAUL, WEISS – or (iv) in connection with any legal action to -4- which such Lender is a party arising out of the transactions contemplated by the Credit Agreement. Very truly yours, PAUL, WEISS , RIFKIND, WHARTON & GARRISON LLP -5- EXHIBIT C-3 (Form of Opinion of Swiss Counsel to the Borrowers) BY E-MAIL - BY COURIER The Lenders party to the Agreement _____________ dt 1699057
Preview Full Doc	2005	Deferred Compensation Plan for Executives [Amended and Restated] [2004] Deferred Compensation Plan for Executives [Amended and Restated] [2004] (64K) Doc #424585: Click preview link for longer preview. MOVADO GROUP, INC. AMENDED AND RESTATED DEFERRED COMPENSATION PLAN FOR EXECUTIVES Effective June 1, 1995 Amended and Restated Effective January 1, 1998 Amended and Restated Effective January 1, 2002 Amended and Restated Effective June 17, 2004 1 {PAGE} MOVADO GROUP, INC. AMENDED AND RESTATED DEFERRED COMPENSATION PLAN FOR EXECUTIVES Table of Contents {TABLE} {CAPTION} Page ---- {S} {C} ARTICLE I Definitions 1.1 Account........................................................................................ 5 1.2 Administrator.................................................................................. 5 1.3 Base Salary.................................................................................... 5 1.4 Change in Control.............................................................................. 5 1.5 Class Year Account............................................................................. 7 1.6 Code........................................................................................... 8 1.7 Company........................................................................................ 8 1.8 Company Stock.................................................................................. 8 1.9 Compensation................................................................................... 8 1.10 Effective Date................................................................................. 8 1.11 Eligible Employee.............................................................................. 8 1.12 Employee....................................................................................... 8 1.13 Employers...................................................................................... 8 1.14 Employer Contribution.......................................................................... 8 1.15 ERISA.......................................................................................... 8 1.16 Group I Employee............................................................................... 8 1.17 Group II Employee.............................................................................. 8 1.18 Matching Contribution.......................................................................... 9 1.19 Participant.................................................................................... 9 1.20 Plan........................................................................................... 9 1.21 Plan Year...................................................................................... 9 1.22 Salary Deferrals............................................................................... 9 1.23 Salary Deferral Election....................................................................... 9 1.24 Total and Permanent Disability................................................................. 9 1.25 Trust.......................................................................................... 9 1.26 Trustee........................................................................................ 9 1.27 Year of Service................................................................................ 9 ARTICLE II Participation 2.1 Eligibility for Participation.................................................................. 10 2.2 Commencement of Participation.................................................................. 10 2.3 Benefits....................................................................................... 10 {/TABLE} 2 {PAGE} {TABLE} {S} {C} ARTICLE III Contributions 3.1 Salary Deferrals............................................................................... 11 3.2 Matching Contributions......................................................................... 12 3.3 Company Stock.................................................................................. 12 3.4 Employer Contributions......................................................................... 13 3.5 Time of Contributions.......................................................................... 13 3.6 Form of Contributions.......................................................................... 14 ARTICLE IV Vesting 4.1 Vesting........................................................................................ 14 ARTICLE V Accounts 5.1 Accounts....................................................................................... 15 5.2 Investments, Gains and Losses.................................................................. 16 5.3 Forfeitures.................................................................................... 17 ARTICLE VI Distributions 6.1 Payment........................................................................................ 17 6.2 Commencement of Payment........................................................................ 17 ARTICLE VII Beneficiaries 7.1 Beneficiaries.................................................................................. 19 7.2 Lost Beneficiary............................................................................... 19 ARTICLE VIII Funding 8.1 Prohibition Against Funding.................................................................... 20 8.2 Deposits in Trust.............................................................................. 20 8.3 Indemnification of Trustee..................................................................... 21 8.4 Withholding of Employee Contributions.......................................................... 21 ARTICLE IX Claims Procedure 9.1 General........................................................................................ 21 9.2 Claim Review................................................................................... 21 9.3 Right of Appeal................................................................................ 22 9.4 Review of Appeal............................................................................... 22 9.5 Designation.................................................................................... 22 {/TABLE} 3 {PAGE} {TABLE} {S} {C} ARTICLE X Administration of the Plan 10.1 Committee as Administrator..................................................................... 23 10.2 Actions Taken by the Committee................................................................. 23 10.3 Bond and Compensation.......................................................................... 23 10.4 Duties of the Committee........................................................................ 23 10.5 Employers to Furnish Information............................................................... 24 10.6 Expenses....................................................................................... 24 10.7 Indemnification................................................................................ 25 ARTICLE XI General Provisions 11.1 No Assignment.................................................................................. 25 11.2 No Employment Rights........................................................................... 25 11.3 Incompetence................................................................................... 26 11.4 Identity....................................................................................... 26 11.5 Other Benefits................................................................................. 26 11.6 No Liability................................................................................... 26 11.7 Insolvency..................................................................................... 26 11.8 Amendment and Termination...................................................................... 27 11.9 Employer Determinations........................................................................ 27 11.10 Construction................................................................................... 27 11.11 Governing Law.................................................................................. 27 11.12 Severability................................................................................... 28 11.13 Headings....................................................................................... 28 11.14 Terms.......................................................................................... 28 11.15 Approval of IRS................................................................................ 28 11.16 Term........................................................................................... 28 {/TABLE} 4 {PAGE} MOVADO GROUP, INC. AMENDED AND RESTATED DEFERRED COMPENSATION PLAN FOR EXECUTIVES Movado Group, Inc., a New York corporation, Swiss-Am, Inc., a New Jersey corporation, and Movado Retail Group, Inc., a New Jersey corporation, hereby adopt this Amended and Restated Movado Group, Inc. Deferred Compensation Plan for Executives. ARTICLE I DEFINITIONS 1.1 ACCOUNT. The bookkeeping account established for each Participant as provided in Section 5.1 hereof. 1.2 ADMINISTRATOR. The committee appointed pursuant to ARTICLE X. 1.3 BASE SALARY. (a) The amount payable to a Participant by the Employers as basic salary attributable to services performed in a Plan Year. Base Salary shall only include regularly scheduled salary payable throughout the year, as determined by the Employers, and shall not include bonuses or irregular remuneration. (b) Notwithstanding subsection (a), for those Employees classified by an Employer as sales executives, the term Base Salary shall only include base salary and shall not include commissions and bonuses. 1.4 CHANGE IN CONTROL. The occurrence during the term of the Plan of: (a) The commencement (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934 (the "Act")) of a tender offer for more than twenty percent (20%) of the Company's outstanding shares of capital stock having voting power in the election of directors (the "Voting Securities"). 5 {PAGE} (b) An acquisition (other than directly from the Company) of any voting securities of the Company by any "Person" (as the term is used for purposes of section 13(d) or 14(d) of the Act) immediately after which such Person has "Beneficial Ownership" (within the meaning of Rule 13d-3 promulgated under the Act) of twenty percent (20%) or more of the combine l voting power of the Company's then outstanding Voting Securities, provided, however that in determining whether a Change in Control has occurred, Voting Securities which are acquired in a "Non-Control Acquisition") (as hereinafter defined) shall not constitute an acquisition) which would cause a Change in Control. A Non-Control Acquisition shall mean an acquisition by (1) an employee benefit plan (or a trust forming a part thereof or a trustee thereof acting solely in its capacity as trustee) maintained by the Company or by any corporation or other Person of which a majority of its voting power or its voting equity securities or equity interest as owned, directly or indirectly, by the Company (for purposes of this definition, a subsidiary); (2) the Company or its subsidiaries; or (3) any Person who files in connection with such acquisition a Schedule 13D which expressly disclaims any intention to seek control of the Company and does not expressly reserve the right to seek such control; provided, however, that any amendment to such statement of intent which either indicates an intention or reserves the right to seek control shall be deemed an "acquisition" of the securities of the Company reported in such filing as beneficially owned by such Person for purposes of this paragraph. (c) The individuals who, as of July 1, 2002, are members of the board (the "Incumbent Board"), ceasing for any reason to constitute at least two-thirds (2/3) of the members of the board; provided, however, that if the election, or nomination for election by the Company's common stockholders, of any new director was approved by a vote of at least two-thirds (2/3) of the Incumbent Board, such new director shall, for purposes of this Plan, be considered as a member of the Incumbent Board; provided further, however, that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened "Election Contest" (as described in Rule 14a-11 promulgated under the Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board (a "Proxy Contest") including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest. 6 {PAGE} (d) Approval by stockholders of the Company of: (1) merger, consolidation or reorganization involving the Company, unless such merger, consolidation or reorganization is a "Non-Control Transaction," i.e., meets each of the requirements described in (i), (ii) or (iii) below: (i) the stockholders of the Company, immediately before such merger, consolidation or reorganization, own, directly or indirectly, immediately following such merger, consolidation or reorganization, at least seventy percent (70%) if the outstanding voting securities of the corporation resulting from such merger, consolidation or reorganization (the "Surviving Corporation") in substantially the same proportion as their ownership of the voting securities immediately before such merger, consolidation or reorganization; or (ii) the individuals who were members of the Incumbent Board immediately prior to the execution of the agreement providing for such merger, consolidation or reorganization constitute at least two-thirds (2/3) of the members of the board of director of the Surviving Corporation immediately following the consummation of such merger, consolidation or reorganization; and (iii) no Person other than the Company, any subsidiary, any employee benefit plan (or any trust forming a part thereof or a trustee thereof acting solely in its capacity as trustee) maintained by the Company, the Surviving Corporation, or any Subsidiary, or any Person who, immediately prior to such merger, consolidation or reorganization had Beneficial Ownership of twenty percent (20%) or more of the then outstanding Voting Securities has Beneficial Ownership of thirty percent (30%) or more of the combined voting power of the Surviving Corporation's then outstanding voting securities immediately following the consummation of such merger, consolidation or reorganization. (2) A complete liquidation or dissolution of the Company. (3) An agreement for the sale or other disposition of all or substantially all of the assets of the Company to any Person (other than a transfer to an affiliate). 1.5 CLASS YEAR ACCOUNT. The bookkeeping subaccounts established for each Participant as provided in section 5.1 hereof. 424585	Movado Group Movado Group, Inc. ( Furniture & Fixtures ) As referenced in this Deferred Compensation Plan for Executives [Amended and Restated] [2004]: MOVADO GROUP, INC – {DOCUMENT} {TYPE}EX-10.7 {SEQUENCE}2 {FILENAME}y07454kexv10w7.txt {DESCRIPTION}AMENDED & RESTATED DEFERRED COMPENSATION PLAN {TEXT} {PAGE} EXHIBIT 10.7 MOVADO GROUP, INC . AMENDED AND RESTATED DEFERRED COMPENSATION PLAN FOR EXECUTIVES Effective June 1, 1995 Amended and Restated Effective January 1, 1998 Amended and Restated Effective January 1, 2002 Amended and Restated _____________ MOVADO GROUP, INC – PLAN FOR EXECUTIVES Effective June 1, 1995 Amended and Restated Effective January 1, 1998 Amended and Restated Effective January 1, 2002 Amended and Restated Effective June 17, 2004 1 {PAGE} MOVADO GROUP, INC . AMENDED AND RESTATED DEFERRED COMPENSATION PLAN FOR EXECUTIVES Table of Contents {TABLE} {CAPTION} Page ---- {S} {C} ARTICLE I Definitions 1.1 Account........................................................................................ 5 1.2 Administrator.................................................................................. 5 1.3 _____________ MOVADO GROUP, INC – 11.11 Governing Law.................................................................................. 27 11.12 Severability................................................................................... 28 11.13 Headings....................................................................................... 28 11.14 Terms.......................................................................................... 28 11.15 Approval of IRS................................................................................ 28 11.16 Term........................................................................................... 28 {/TABLE} 4 {PAGE} MOVADO GROUP, INC . AMENDED AND RESTATED DEFERRED COMPENSATION PLAN FOR EXECUTIVES Movado Group, Inc., a New York corporation, Swiss-Am, Inc., a New Jersey corporation, and Movado Retail Group, Inc., a New _____________ Movado Group, Inc – Headings....................................................................................... 28 11.14 Terms.......................................................................................... 28 11.15 Approval of IRS................................................................................ 28 11.16 Term........................................................................................... 28 {/TABLE} 4 {PAGE} MOVADO GROUP, INC. AMENDED AND RESTATED DEFERRED COMPENSATION PLAN FOR EXECUTIVES Movado Group, Inc ., a New York corporation, Swiss-Am, Inc., a New Jersey corporation, and Movado Retail Group, Inc., a New Jersey corporation, hereby adopt this Amended and Restated Movado Group, Inc. _____________ Movado Group, Inc – EXECUTIVES Movado Group, Inc., a New York corporation, Swiss-Am, Inc., a New Jersey corporation, and Movado Retail Group, Inc., a New Jersey corporation, hereby adopt this Amended and Restated Movado Group, Inc . Deferred Compensation Plan for Executives. ARTICLE I DEFINITIONS 1.1 ACCOUNT. The bookkeeping account established for each Participant as provided in Section 5.1 hereof. 1.2 ADMINISTRATOR. The _____________ dt 1365777
Preview Full Doc	2003	Endorsement Agreement Endorsement Agreement (18K) Doc #424622: Click preview link for longer preview. MOVADO GROUP, INC. ENDORSEMENT AGREEMENT WHEREAS, Movado Group, Inc. (the "Company") and the Trustees of the Grinberg Family Trust (the "Trust") entered into a Policy Collateral Assignment And Split Dollar Agreement, dated as of December 5, 1995 (the "Split Dollar Agreement"); and WHEREAS, pursuant to the Split Dollar Agreement, life insurance protection is provided to the beneficiaries of the Trust, upon the of the death of the survivor of Gedalio Grinberg ("Executive") and Sonia Grinberg (Executive and Sonia Grinberg are collectively referred to as the "Insureds") under a life insurance policy issued to the Trust by the New York Life Insurance Company, Policy No. 45660373 (hereinafter referred to as the "Policy"); and WHEREAS, pursuant to the Split Dollar Agreement, the Policy is owned by the Trust and collaterally assigned by it to the Company in order to secure the repayment of the amounts due to the Company in respect of the Company's loans to the Trust which have been used by the Trust to pay the premiums on the Policy (such loans totaling $5,186,860 on the date hereof and being represented by a Demand Note, dated December 5, 1995, between the Company and the Trust (the "Demand Note")); and WHEREAS, Section XIII of the Split Dollar Agreement provides that it may be amended at any time and from time to time by a written instrument by the parties thereto; and WHEREAS, Section 402 of the Sarbanes-Oxley Act of the 2002 (the "Act") prohibits certain public companies (including the Company) from directly or indirectly making or arranging for an extension of credit in the form of a personal loan to its executive officers on or after July 30, 2002; and WHEREAS, Executive and a Trustee and a beneficiary of the Trust are executive officers of the Company; and WHEREAS, counsel to the Company has advised the Company that the collateral assignment split-dollar life insurance arrangement reflected in the Split Dollar Agreement may violate the aforementioned prohibition on personal loans to executive officers set forth in Section 402 of the Act, in respect of loans made to the Trust on or after July 30, 2002, although there exists no authority on point and reasonable arguments may be made to the contrary; and WHEREAS, in order to best ensure that the Company does not violate the aforementioned prohibition on personal loans to executive officers set forth in Section 402 of the Act, the parties hereto wish to (i) amend and restate the Split Dollar Agreement, (ii) rename the amended and restated Split Dollar Agreement the "Movado Group, Inc. Endorsement Agreement" (hereinafter referred to as the "Endorsement Agreement" or the "Agreement"), and (iii) transfer the Policy to the Company in partial repayment of the outstanding $5,186,860 principal balance of the Demand Note, with such repayment being in an amount equal to the cash {PAGE} 2 surrender value of the Policy on the date hereof ($4,595,591), and with the remaining principal balance of the Demand Note ($591,269) continuing to be subject to the terms and conditions of the Demand Note. NOW, THEREFORE, in consideration for the mutual promises contained herein, the parties hereto agree to amend and restate the Split Dollar Agreement in its entirety as follows: 1. Transfer of Policy; Partial Repayment of Demand Note. The Trustees of the Trust hereby agree to promptly execute any and all documents required by the New York Life Insurance Company (the "Insurer") and the Company to transfer ownership of the Policy from the Trust to the Company in exchange for the Company's agreement to promptly execute any and all documents required to reflect the partial repayment of the outstanding principal balance of the Demand Note, as described in the recitals above. 2. Ownership of Policy. Except as otherwise provided in this Agreement, the Company shall be the sole and exclusive owner of the Policy. 3. Surrender, Withdrawals, Loans; Etc. Other than as specifically allowed herein, the Company shall not borrow from, hypothecate, withdraw cash value from, surrender in whole or in part, cancel, or in any other manner encumber the Policy without the prior written consent of the Trustees of the Trust. Unless the Company and the Trustees of the Trust otherwise agree, in the event there is a complete or partial surrender or cancellation of the Policy, the proceeds payable as a result of the surrender, cancellation, withdrawal or loan shall be paid to the Company in an amount equal to the aggregate premiums paid under the Policy since inception, and any remaining proceeds shall be payable to the Trust. 4. Investment of Cash Values. If the Policy provides the policy owner with a choice of investment funds for the Policy cash values, the Company shall select the funds in which to invest such cash values. 5. Payment of Premiums. Subject to the terms of this Agreement, the Company agrees to pay premiums on the Policy as provided under the Policy. In the event this Agreement is terminated in accordance with terms of Section 11, the Company shall not be liable for any premiums owed on the Policy after the date of termination. 6. Payment of Death Benefits. Upon the death of the survivor of the Insureds, the death benefit under the Policy (including any interest payable under the Policy in respect of such death benefit for the period from the date of death of such survivor until the payment of the death benefit) shall be divided as follows: (a) The Company shall be entitled to receive an amount equal to the aggregate premiums paid under the Policy since inception less the amount of the then outstanding principal balance of the Demand Note (the "Company Death Benefit"). (If the Policy provides for a death benefit equal to the sum of the face amount of the Policy and any cash account or accumulation value, the 424622	Movado Group Movado Group, Inc. ( Furniture & Fixtures ) As referenced in this Endorsement Agreement: MOVADO GROUP, INC – {DOCUMENT} {TYPE}EX-10.28 {SEQUENCE}4 {FILENAME}y85863exv10w28.txt {DESCRIPTION}ENDORSEMENT AGREEMENT {TEXT} {PAGE} EXHIBIT 10.28 MOVADO GROUP, INC . ENDORSEMENT AGREEMENT WHEREAS, Movado Group, Inc. (the "Company") and the Trustees of the Grinberg Family Trust (the "Trust") entered into a Policy Collateral Assignment And Split Dollar Agreement, dated _____________ Movado Group, Inc – {DOCUMENT} {TYPE}EX-10.28 {SEQUENCE}4 {FILENAME}y85863exv10w28.txt {DESCRIPTION}ENDORSEMENT AGREEMENT {TEXT} {PAGE} EXHIBIT 10.28 MOVADO GROUP, INC. ENDORSEMENT AGREEMENT WHEREAS, Movado Group, Inc . (the "Company") and the Trustees of the Grinberg Family Trust (the "Trust") entered into a Policy Collateral Assignment And Split Dollar Agreement, dated as of December 5, 1995 (the " _____________ "Movado Group, Inc – forth in Section 402 of the Act, the parties hereto wish to (i) amend and restate the Split Dollar Agreement, (ii) rename the amended and restated Split Dollar Agreement the "Movado Group, Inc . Endorsement Agreement" (hereinafter referred to as the "Endorsement Agreement" or the "Agreement"), and (iii) transfer the Policy to the Company in partial repayment of the outstanding $5,186,860 _____________ MOVADO GROUP, INC – thereof) shall be deemed to {PAGE} 6 be an executed original thereof. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of this 4th day of April, 2003. MOVADO GROUP, INC . By: /s/ Timothy F. Michno ------------------------------ Name: Timothy F. Michno Title: General Counsel THE GRINBERG FAMILY TRUST By: /s/ Efraim Grinberg ------------------------------------ Efraim Grinberg, Trustee By: /s/ Miriam G. Phalen ------------------------------------ Miriam _____________ dt 1365783 ;	Shearman Shearman & Sterling ( Legal ) As referenced in this Endorsement Agreement: Shearman & Sterling, – shall be addressed to the Trustees of the Trust, 115 Central Park West, Apt. 4D, New York, New York 10023, with a copy to Andrew W. Regan, Esq. c/o Shearman & Sterling, 599 Lexington Avenue, New York, New York 10022. Any party may change his or its address by giving written notice of such change to the other party pursuant to _____________ dt 1331655
Preview Full Doc	2001	Lease Lease (264K) Doc #122087: Click preview link for longer preview. LEASE FROM: MACK-CALI REALTY, L.P. LESSOR TO: LESSEE MOVADO GROUP, INC. BUILDING: MACK CENTRE II ONE MACK DRIVE PARAMUS, NEW JERSEY {PAGE} 2 TABLE OF CONTENTS {TABLE} {S} {C} {C} 1. DESCRIPTION:.........................................................................3 ----------- 2. TERM:................................................................................3 ---- 3. BASIC RENT:..........................................................................3 ---------- 4. USE AND OCCUPANCY:...................................................................3 ----------------- 5. CARE AND REPAIR OF PREMISES/ENVIRONMENTAL:...........................................3 ----------------------------------------- 6. ALTERATIONS, ADDITIONS OR IMPROVEMENTS:..............................................6 -------------------------------------- 7. ACTIVITIES INCREASING FIRE INSURANCE RATES:..........................................6 ------------------------------------------ 8. ASSIGNMENT AND SUBLEASE:.............................................................6 ----------------------- 9. COMPLIANCE WITH RULES AND REGULATIONS:..............................................10 ------------------------------------- 10. DAMAGES TO BUILDING:................................................................10 ------------------- 11. EMINENT DOMAIN:.....................................................................11 -------------- 12. INSOLVENCY OF LESSEE:...............................................................11 -------------------- 13. LESSOR'S REMEDIES ON DEFAULT:.......................................................11 ---------------------------- 14. DEFICIENCY:.........................................................................12 ---------- 15. SUBORDINATION OF LEASE:.............................................................12 ---------------------- 16. INTENTIONALLY OMITTED:..............................................................13 --------------------- 17. RIGHT TO CURE LESSEE'S BREACH:......................................................13 ----------------------------- 18. MECHANIC'S LIENS:...................................................................13 ---------------- 19. RIGHT TO INSPECT AND REPAIR:........................................................13 --------------------------- 20. SERVICES TO BE PROVIDED BY LESSOR/LESSOR'S EXCULPATION:.............................13 ------------------------------------------------------ 21. INTERRUPTION OF SERVICES OR USE:....................................................14 ------------------------------- 22. BUILDING STANDARD OFFICE ELECTRICAL SERVICE:........................................14 ------------------------------------------- 23. ADDITIONAL RENT:....................................................................18 --------------- 24. LESSEE'S ESTOPPEL:..................................................................22 ----------------- 25. HOLDOVER TENANCY:...................................................................22 ---------------- 26. RIGHT TO SHOW PREMISES:.............................................................23 ---------------------- 27. LESSOR'S WORK - LESSEE'S DRAWINGS:..................................................23 --------------------------------- 28. WAIVER OF TRIAL BY JURY:............................................................23 ----------------------- 29. LATE CHARGE:........................................................................23 ----------- {/TABLE} i {PAGE} 3 {TABLE} {S} {C} {C} 30. LESSEE'S INSURANCE:.................................................................24 ------------------ 31. NO OTHER REPRESENTATIONS:...........................................................25 ------------------------ 32. QUIET ENJOYMENT:....................................................................25 --------------- 33. INDEMNITY:..........................................................................26 --------- 34. ARTICLE HEADINGS:...................................................................26 ---------------- 35. APPLICABILITY TO HEIRS AND ASSIGNS:.................................................26 ---------------------------------- 36. OUTSIDE PARKING SPACES:.............................................................27 ---------------------- 37. LESSOR'S LIABILITY FOR LOSS OF PROPERTY:............................................27 --------------------------------------- 38. PARTIAL INVALIDITY:.................................................................27 ------------------ 39. LESSEE'S BROKER:....................................................................27 --------------- 40. PERSONAL LIABILITY:.................................................................27 ------------------ 41. NO OPTION:..........................................................................28 --------- 42. DEFINITIONS:........................................................................28 ----------- 43. LEASE COMMENCEMENT:................................................................. ------------------ 44. NOTICES:............................................................................29 ------- 45. ACCORD AND SATISFACTION:............................................................29 ----------------------- 46. EFFECT OF WAIVERS:..................................................................29 ----------------- 47. LEASE CONDITION:....................................................................29 --------------- 48. MORTGAGEE'S NOTICE AND OPPORTUNITY TO CURE:.........................................29 ------------------------------------------ 49. LESSOR'S RESERVED RIGHT:............................................................30 ----------------------- 50. CORPORATE AUTHORITY:................................................................30 ------------------- 51. AFTER-HOURS USE:....................................................................30 --------------- 52. LESSOR'S REPRESENTATIONS:...........................................................31 ------------------------ {/TABLE} ii {PAGE} 4 LEASE, is made the 21 day of December, 2000 between MACK-CALI REALTY, L.P. ("Lessor") whose address is c/o Mack-Cali Realty Corporation, 11 Commerce Drive, Cranford, New Jersey 07016 and MOVADO GROUP, INC. ("Lessee") whose address is 125 Chubb Avenue, Lyndhurst, New Jersey 07071. PREAMBLE BASIC LEASE PROVISIONS AND DEFINITIONS In addition to other terms elsewhere defined in this Lease, the following terms whenever used in this Lease shall have only the meanings set forth in this section, unless such meanings are expressly modified, limited or expanded elsewhere herein. 1. ADDITIONAL RENT shall mean all sums in addition to Fixed Basic Rent payable by Lessee to Lessor pursuant to the provisions of the Lease. 2. BASE PERIOD COSTS shall mean the following: A. Base Operating Costs: Those Operating Costs incurred during the period from July 1, 2001 to June 30, 2002. B. Base Real Estate Taxes: Those Real Estate Taxes incurred during the period from July 1, 2001 to June 30, 2002. C. Base Utility and Energy Costs: Those Utility and Energy Costs incurred during the period from July 1, 2001 to June 30, 2002. Notwithstanding the foregoing Base Period Costs, Lessee shall have no obligation to pay Lessee's Percentage (as hereinafter defined) of the increased cost to Lessor over the Base Period Costs, during the first lease year of the Term. 3. BUILDING shall mean Mack-Cali Centre II, located One Mack Drive, Paramus, New Jersey. 4. BUILDING HOLIDAYS shall be those shown on Exhibit E. 5. BUILDING HOURS shall be Monday through Friday, 8:00 a.m. to 6:00 p.m., and on Saturdays from 8:00 a.m. to 1:00 p.m., but excluding those holidays as set forth on Exhibit E attached hereto and made a part hereof, except that Common Facilities, lighting in the Building and Office Building Area shall be maintained for such additional hours as, in Lessor's sole judgement, is necessary or desirable to insure proper operating of the Building and Office Building Area, and, further, notwithstanding the foregoing Building Hours, Lessee shall have access to the Building, Office Building Area and the Premises with all Common Facilities, lighting and HVAC for after-hours use, in accordance with Article 51 hereof. 6. COMMENCEMENT DATE is July 1, 2001. 7. DEMISED PREMISES OR PREMISES shall be deemed to be 20,000 gross rentable square feet on the third (3rd) floor as shown on Exhibit A hereto, which includes an allocable share of the Common Facilities as defined in Article 42(b). 8. EXHIBITS shall be the following, attached to this Lease and incorporated herein and made a part hereof. Rider A Option to Extend Rider B Right of First Offer Exhibit A Location of Premises Exhibit A-1 Office Building Area Exhibit B Rules and Regulations Exhibit C Lessee's Work Exhibit C-1 Air Conditioning & Heating Design Standards Exhibit D Cleaning Services Exhibit E Building Holidays Exhibit F Tenant Estoppel Certificate Exhibit G Commencement Date Agreement 122087	Movado Group Movado Group, Inc. ( Furniture & Fixtures ) As referenced in this Lease: MOVADO GROUP, – {DOCUMENT} {TYPE}EX-10.22 {SEQUENCE}3 {PAGE} 1 EXHIBIT 10.22 LEASE FROM: MACK-CALI REALTY, L.P. LESSOR TO: LESSEE MOVADO GROUP, INC. BUILDING: MACK CENTRE II ONE MACK DRIVE PARAMUS, NEW JERSEY {PAGE} 2 TABLE OF CONTENTS {TABLE} {S} {C} {C} 1. DESCRIPTION:......................................................................... _____________ MOVADO GROUP, – MACK-CALI REALTY, L.P. ("Lessor") whose address is c/o Mack-Cali Realty Corporation, 11 Commerce Drive, Cranford, New Jersey 07016 and MOVADO GROUP, INC. ("Lessee") whose address is 125 Chubb Avenue, Lyndhurst, New Jersey 07071. PREAMBLE BASIC LEASE PROVISIONS AND DEFINITIONS In addition to other _____________ MOVADO GROUP, – WHEREOF, the parties hereto have hereunto set their hands and seals the day and year first above written. MACK-CALI REALTY, L.P. MOVADO GROUP, INC. By: Mack-Cali Realty Corporation, its general partner By: /s/ Michael A Grossman By: /s/ Rick Cote ---------------------- ------------- Michael A. Grossman Name: _____________ MOVADO GROUP, – MACK-CALI REALTY, L.P. ("Lessor") whose address is c/o Mack-Cali Realty Corporation, 11 Commerce Drive, Cranford, New Jersey 07016 and MOVADO GROUP, INC. ("Lessee"), whose address is 125 Chubb Avenue, Lyndhurst, New Jersey 07071. 2. STATEMENT OF FACTS 2.1 Lessor and Lessee simultaneously _____________ MOVADO GROUP, – that they possess the requisite authority to enter into this transaction and to sign this Agreement. LESSOR LESSEE MACK-CALI REALTY, L.P. MOVADO GROUP, INC. By: Mack-Cali Realty Corporation, its general partner By: /s/ Michael A. Grossman By: /s/ Rick Cote ------------------------------- ------------- Michael A. Grossman Name: _____________ dt 223887 ; Mack-Cali Realty Mack-Cali Realty Corp. ( Real Estate ) As referenced in this Lease: MACK-CALI REALTY, – {DOCUMENT} {TYPE}EX-10.22 {SEQUENCE}3 {PAGE} 1 EXHIBIT 10.22 LEASE FROM: MACK-CALI REALTY, L.P. LESSOR TO: LESSEE MOVADO GROUP, INC. BUILDING: MACK CENTRE II ONE MACK DRIVE PARAMUS, NEW JERSEY {PAGE} 2 TABLE OF _____________ MACK-CALI REALTY, – AFTER-HOURS USE:....................................................................30 --------------- 52. LESSOR'S REPRESENTATIONS:...........................................................31 ------------------------ {/TABLE} ii {PAGE} 4 LEASE, is made the 21 day of December, 2000 between MACK-CALI REALTY, L.P. ("Lessor") whose address is c/o Mack-Cali Realty Corporation, 11 Commerce Drive, Cranford, New Jersey 07016 and MOVADO GROUP, _____________ Mack-Cali Realty – PAGE} 4 LEASE, is made the 21 day of December, 2000 between MACK-CALI REALTY, L.P. ("Lessor") whose address is c/o Mack-Cali Realty Corporation, 11 Commerce Drive, Cranford, New Jersey 07016 and MOVADO GROUP, INC. ("Lessee") whose address is 125 Chubb Avenue, Lyndhurst, New Jersey 07071. _____________ Mack-Cali Realty – contain endorsements substantially as follows: "It is understood and agreed that the insurer will give to Lessor, or any successor lessor, c/o Mack-Cali Realty Corporation, 11 Commerce Drive, Cranford, New Jersey, thirty (30) days prior written notice of any cancellation of this policy."; (iv) shall be _____________ MACK-CALI REALTY, – of the foregoing. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals the day and year first above written. MACK-CALI REALTY, L.P. MOVADO GROUP, INC. By: Mack-Cali Realty Corporation, its general partner By: /s/ Michael A Grossman By: /s/ Rick Cote ---------------------- ------------- _____________ dt 110279 ;	Mack-Cali Realty Mack-Cali Realty LP ( Real Estate ) As referenced in this Lease: MACK-CALI REALTY, – {DOCUMENT} {TYPE}EX-10.22 {SEQUENCE}3 {PAGE} 1 EXHIBIT 10.22 LEASE FROM: MACK-CALI REALTY, L.P. LESSOR TO: LESSEE MOVADO GROUP, INC. BUILDING: MACK CENTRE II ONE MACK DRIVE PARAMUS, NEW JERSEY {PAGE} 2 TABLE OF _____________ MACK-CALI REALTY, – AFTER-HOURS USE:....................................................................30 --------------- 52. LESSOR'S REPRESENTATIONS:...........................................................31 ------------------------ {/TABLE} ii {PAGE} 4 LEASE, is made the 21 day of December, 2000 between MACK-CALI REALTY, L.P. ("Lessor") whose address is c/o Mack-Cali Realty Corporation, 11 Commerce Drive, Cranford, New Jersey 07016 and MOVADO GROUP, _____________ Mack-Cali Realty – PAGE} 4 LEASE, is made the 21 day of December, 2000 between MACK-CALI REALTY, L.P. ("Lessor") whose address is c/o Mack-Cali Realty Corporation, 11 Commerce Drive, Cranford, New Jersey 07016 and MOVADO GROUP, INC. ("Lessee") whose address is 125 Chubb Avenue, Lyndhurst, New Jersey 07071. _____________ Mack-Cali Realty – contain endorsements substantially as follows: "It is understood and agreed that the insurer will give to Lessor, or any successor lessor, c/o Mack-Cali Realty Corporation, 11 Commerce Drive, Cranford, New Jersey, thirty (30) days prior written notice of any cancellation of this policy."; (iv) shall be _____________ MACK-CALI REALTY, – of the foregoing. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals the day and year first above written. MACK-CALI REALTY, L.P. MOVADO GROUP, INC. By: Mack-Cali Realty Corporation, its general partner By: /s/ Michael A Grossman By: /s/ Rick Cote ---------------------- ------------- _____________ dt 219284
Preview Full Doc	2001	Lease Lease (264K) Doc #424644: Click preview link for longer preview. LEASE FROM: MACK-CALI REALTY, L.P. LESSOR TO: LESSEE MOVADO GROUP, INC. BUILDING: MACK CENTRE II ONE MACK DRIVE PARAMUS, NEW JERSEY {PAGE} 2 TABLE OF CONTENTS {TABLE} {S} {C} {C} 1. DESCRIPTION:.........................................................................3 ----------- 2. TERM:................................................................................3 ---- 3. BASIC RENT:..........................................................................3 ---------- 4. USE AND OCCUPANCY:...................................................................3 ----------------- 5. CARE AND REPAIR OF PREMISES/ENVIRONMENTAL:...........................................3 ----------------------------------------- 6. ALTERATIONS, ADDITIONS OR IMPROVEMENTS:..............................................6 -------------------------------------- 7. ACTIVITIES INCREASING FIRE INSURANCE RATES:..........................................6 ------------------------------------------ 8. ASSIGNMENT AND SUBLEASE:.............................................................6 ----------------------- 9. COMPLIANCE WITH RULES AND REGULATIONS:..............................................10 ------------------------------------- 10. DAMAGES TO BUILDING:................................................................10 ------------------- 11. EMINENT DOMAIN:.....................................................................11 -------------- 12. INSOLVENCY OF LESSEE:...............................................................11 -------------------- 13. LESSOR'S REMEDIES ON DEFAULT:.......................................................11 ---------------------------- 14. DEFICIENCY:.........................................................................12 ---------- 15. SUBORDINATION OF LEASE:.............................................................12 ---------------------- 16. INTENTIONALLY OMITTED:..............................................................13 --------------------- 17. RIGHT TO CURE LESSEE'S BREACH:......................................................13 ----------------------------- 18. MECHANIC'S LIENS:...................................................................13 ---------------- 19. RIGHT TO INSPECT AND REPAIR:........................................................13 --------------------------- 20. SERVICES TO BE PROVIDED BY LESSOR/LESSOR'S EXCULPATION:.............................13 ------------------------------------------------------ 21. INTERRUPTION OF SERVICES OR USE:....................................................14 ------------------------------- 22. BUILDING STANDARD OFFICE ELECTRICAL SERVICE:........................................14 ------------------------------------------- 23. ADDITIONAL RENT:....................................................................18 --------------- 24. LESSEE'S ESTOPPEL:..................................................................22 ----------------- 25. HOLDOVER TENANCY:...................................................................22 ---------------- 26. RIGHT TO SHOW PREMISES:.............................................................23 ---------------------- 27. LESSOR'S WORK - LESSEE'S DRAWINGS:..................................................23 --------------------------------- 28. WAIVER OF TRIAL BY JURY:............................................................23 ----------------------- 29. LATE CHARGE:........................................................................23 ----------- {/TABLE} i {PAGE} 3 {TABLE} {S} {C} {C} 30. LESSEE'S INSURANCE:.................................................................24 ------------------ 31. NO OTHER REPRESENTATIONS:...........................................................25 ------------------------ 32. QUIET ENJOYMENT:....................................................................25 --------------- 33. INDEMNITY:..........................................................................26 --------- 34. ARTICLE HEADINGS:...................................................................26 ---------------- 35. APPLICABILITY TO HEIRS AND ASSIGNS:.................................................26 ---------------------------------- 36. OUTSIDE PARKING SPACES:.............................................................27 ---------------------- 37. LESSOR'S LIABILITY FOR LOSS OF PROPERTY:............................................27 --------------------------------------- 38. PARTIAL INVALIDITY:.................................................................27 ------------------ 39. LESSEE'S BROKER:....................................................................27 --------------- 40. PERSONAL LIABILITY:.................................................................27 ------------------ 41. NO OPTION:..........................................................................28 --------- 42. DEFINITIONS:........................................................................28 ----------- 43. LEASE COMMENCEMENT:................................................................. ------------------ 44. NOTICES:............................................................................29 ------- 45. ACCORD AND SATISFACTION:............................................................29 ----------------------- 46. EFFECT OF WAIVERS:..................................................................29 ----------------- 47. LEASE CONDITION:....................................................................29 --------------- 48. MORTGAGEE'S NOTICE AND OPPORTUNITY TO CURE:.........................................29 ------------------------------------------ 49. LESSOR'S RESERVED RIGHT:............................................................30 ----------------------- 50. CORPORATE AUTHORITY:................................................................30 ------------------- 51. AFTER-HOURS USE:....................................................................30 --------------- 52. LESSOR'S REPRESENTATIONS:...........................................................31 ------------------------ {/TABLE} ii {PAGE} 4 LEASE, is made the 21 day of December, 2000 between MACK-CALI REALTY, L.P. ("Lessor") whose address is c/o Mack-Cali Realty Corporation, 11 Commerce Drive, Cranford, New Jersey 07016 and MOVADO GROUP, INC. ("Lessee") whose address is 125 Chubb Avenue, Lyndhurst, New Jersey 07071. PREAMBLE BASIC LEASE PROVISIONS AND DEFINITIONS In addition to other terms elsewhere defined in this Lease, the following terms whenever used in this Lease shall have only the meanings set forth in this section, unless such meanings are expressly modified, limited or expanded elsewhere herein. 1. ADDITIONAL RENT shall mean all sums in addition to Fixed Basic Rent payable by Lessee to Lessor pursuant to the provisions of the Lease. 2. BASE PERIOD COSTS shall mean the following: A. Base Operating Costs: Those Operating Costs incurred during the period from July 1, 2001 to June 30, 2002. B. Base Real Estate Taxes: Those Real Estate Taxes incurred during the period from July 1, 2001 to June 30, 2002. C. Base Utility and Energy Costs: Those Utility and Energy Costs incurred during the period from July 1, 2001 to June 30, 2002. Notwithstanding the foregoing Base Period Costs, Lessee shall have no obligation to pay Lessee's Percentage (as hereinafter defined) of the increased cost to Lessor over the Base Period Costs, during the first lease year of the Term. 3. BUILDING shall mean Mack-Cali Centre II, located One Mack Drive, Paramus, New Jersey. 4. BUILDING HOLIDAYS shall be those shown on Exhibit E. 5. BUILDING HOURS shall be Monday through Friday, 8:00 a.m. to 6:00 p.m., and on Saturdays from 8:00 a.m. to 1:00 p.m., but excluding those holidays as set forth on Exhibit E attached hereto and made a part hereof, except that Common Facilities, lighting in the Building and Office Building Area shall be maintained for such additional hours as, in Lessor's sole judgement, is necessary or desirable to insure proper operating of the Building and Office Building Area, and, further, notwithstanding the foregoing Building Hours, Lessee shall have access to the Building, Office Building Area and the Premises with all Common Facilities, lighting and HVAC for after-hours use, in accordance with Article 51 hereof. 6. COMMENCEMENT DATE is July 1, 2001. 7. DEMISED PREMISES OR PREMISES shall be deemed to be 20,000 gross rentable square feet on the third (3rd) floor as shown on Exhibit A hereto, which includes an allocable share of the Common Facilities as defined in Article 42(b). 8. EXHIBITS shall be the following, attached to this Lease and incorporated herein and made a part hereof. Rider A Option to Extend Rider B Right of First Offer Exhibit A Location of Premises Exhibit A-1 Office Building Area Exhibit B Rules and Regulations Exhibit C Lessee's Work Exhibit C-1 Air Conditioning & Heating Design Standards Exhibit D Cleaning Services Exhibit E Building Holidays Exhibit F Tenant Estoppel Certificate Exhibit G Commencement Date Agreement 1 {PAGE} 5 9. EXPIRATION DATE shall be June 30, 2013. 10. FIXED BASIC RENT shall mean the amounts set forth below, for the Term payable, commencing on the Commencement Date (July 1, 2001), as follows: {TABLE} {CAPTION} Lease Years Yearly Rate: Monthly Installment: {S} {C} {C} 1-4 $495,000.00 $41,250.00 5-8 $535,000.00 $44,583.33 9-12 $575,000.00 $47,916.67 {/TABLE} 11. LESSEE'S BROKER shall mean Alexander Summer LLC. 12. LESSEE'S PERCENTAGE shall be 5.74% subject to adjustment as provided for in Article 42(d). 13. OFFICE BUILDING AREA is as set forth on Exhibit A-1. 14. PARKING SPACES shall mean a total of two hundred twenty-nine (229) spaces, of which twenty-nine (29) spaces shall be assigned (14 in front of the Building and 15 in the rear) and marked as set forth on Exhibit A-1 and two hundred (200) of which shall be unassigned. 15. PERMITTED USE shall be general office use and for no other purpose, provided that Lessee shall also be permitted to maintain a customer service window for drop-off and pick- up of watches and may also use part of the Premises for a "Company store." 16. SECURITY DEPOSIT shall be none. 17. TERM shall mean twelve (12) years from the Commencement Date, unless extended pursuant to any option contained herein. 18. LESSEE'S CONSTRUCTION PERIOD shall be defined as the period of time prior to the Commencement Date in which the Lessee takes possession of the Premises in order to complete Lessee's Construction in accordance with Exhibit C attached hereto and made part hereof. Lessee's Construction Period shall commence on the date of full execution and delivery of this Lease, and end at 11:59 p.m. on June 30, 2001. All terms and conditions contained in the Lease, except for those applicable to the payment of Fixed Basic Rent and Additional Rent, shall apply during Lessee's Construction Period. 2 {PAGE} 6 W I T N E S S E T H For and in consideration of the covenants herein contained, and upon the terms and conditions herein set forth, Lessor and Lessee agree as follows: 1. DESCRIPTION: Lessor hereby leases to Lessee, and Lessee hereby hires from Lessor, the Premises as defined in the Preamble which includes an allocable share of the Common Facilities (together with the non-exclusive right to use the Common Facilities as described below), as shown on the plan or plans, initialed by the parties hereto, marked Exhibit A attached hereto and made part of this Lease in the Building as defined in the Preamble, (hereinafter called the "Building") which is situated on that certain parcel of land (hereinafter called "Office Building Area") as described on Exhibit A-1 attached hereto and made part of this Lease, together with the right to use in common with other lessees of the Building, their invitees, customers and employees, those public areas of the Common Facilities as hereinafter defined. The Premises are a portion of a larger premises, as shown on Exhibit A (the "Larger Premises"), and Lessee shall have the right to use said Larger Premises during the Term. All terms and conditions contained in this Lease, except for those applicable to the payment of Fixed Basic Rent and Additional Rent, shall apply to Lessee's use of the Larger Premises.* 2. TERM: The Premises are leased for a term to commence on the Commencement Date, and to end at 12:00 midnight on the Expiration Date, all as defined in the Preamble. 3. BASIC RENT: The Lessee shall pay to the Lessor during the Term, the Fixed Basic Rent as defined in the Preamble (hereinafter called "Fixed Basic Rent") payable in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts. The Fixed Basic Rent shall accrue at the Yearly Rate as defined in the Preamble and shall be payable, in advance, on the first day of each calendar month during the Term at the Monthly Installments as defined in the Preamble, except that a proportionately lesser sum may be paid for the first and last months of the Term of this Lease if the Term commences on a day other than the first day of the month, in accordance with the provisions of this Lease herein set forth. Lessor acknowledges receipt from Lessee of the first monthly installment by check, subject to collection, for Fixed Basic Rent for the first month of the Lease Term. Lessee shall pay Fixed Basic Rent, and any Additional Rent as hereinafter provided, to Lessor at Lessor's above stated address, or at such other place as Lessor may designate in writing, without demand and without counterclaim, deduction or set off, except as otherwise expressly set forth herein.* 4. USE AND OCCUPANCY: Lessee shall use and occupy the Premises for the Permitted Use as defined in the Preamble. Lessee hereby acknowledges that it is necessary and reasonable to prevent smoking by Lessee, Lessee's employees, agents and invitees in unauthorized areas of the Building or Common Facilities in violation of relevant fire and safety laws and regulations and to prevent fire hazards within the Premises.* 5. CARE AND REPAIR OF PREMISES/ENVIRONMENTAL: (a) Lessee shall commit no act of waste and shall take good care of the Premises and the fixtures and appurtenances therein (except for any repairs and maintenance to be performed by Lessor hereunder), and shall, in the use and occupancy of the Premises, conform to all laws, orders and regulations of the federal, state and municipal governments or any of their 3 {PAGE} 7 departments affecting Lessee's use of the Premises and with any and all environmental laws, orders and regulations resulting from the Lessee's use of the Premises, this covenant to survive the expiration or sooner termination of the Lease. Lessor shall, subject to the same being included in Operating Costs, make all necessary repairs to the Premises, Common Facilities and the structural elements of the Building, the Building Systems and all capital repairs to the Building and to the assigned parking areas, if any, except where the repair has been made necessary by misuse or neglect by Lessee or Lessee's agents, servants, visitors or licensees, in which event Lessor shall nevertheless make the repair but Lessee shall pay to Lessor, as Additional Rent, immediately upon demand, the reasonable costs therefor. All improvements made by Lessee to the Premises (excluding Lessee's improvements described in the next sentence), which are so attached to the Premises, shall become the property of Lessor upon installation. Not later than the last day of the Term, Lessee shall, at Lessee's expense, remove all Lessee's personal property and those improvements made by Lessee which have not become the property of Lessor, including trade fixtures, cabinetwork, movable paneling, partitions and the like; repair all injury done by or in connection with the installation or removal of said property and improvements; and surrender the Premises in good condition, reasonable wear and damage by fire, the elements, casualty or other cause not due to the misuse or neglect by Lessee, Lessee's agents, servants, visitors or licensees excepted. All other property of Lessee remaining on the Premises after the last day of the Term of this Lease shall be conclusively deemed abandoned and may be removed by Lessor, and Lessee shall reimburse Lessor for the reasonable cost of such removal. Lessor may have any such property stored at Lessee's risk and expense.* ENVIRONMENTAL (b) COMPLIANCE WITH ENVIRONMENTAL LAWS. Lessee shall, at Lessee's own expense, promptly comply with each and every federal, state, county and municipal environmental law, ordinance, rule, regulation, order, directive and requirement, now or hereafter existing ("Environmental Laws"), applicable to Lessee, Lessee's operations at the Premises, or all of them.* (c) ISRA COMPLIANCE. Lessee shall, at Lessee's own expense, comply with the Industrial Site Recovery Act, N.J.S.A. 13:1K-6 et seq., the regulations promulgated thereunder and any amending and successor legislation and regulations ("ISRA") relating to Lessee's use of the Premises.* (d) INFORMATION TO LESSOR. At no expense to Lessor, Lessee shall promptly provide all information and sign all documents reasonably requested by Lessor with respect to compliance with Environmental Laws.* (e) LESSOR AUDIT. Lessee shall permit Lessor and its representatives access to the Premises, from time to time, upon at least five (5) days prior written notice, at mutually convenient times, to conduct an environmental assessment, investigation and sampling, all at Lessor's own expense unless the presence of Contaminants or a violation of Environmental Laws is disclosed which is the result of acts or omissions of Lessee or Lessee's Representatives, in which event the environmental assessment, investigation and/or sampling shall be at Lessee's expense .* (f) LESSEE REMEDIATION. Should any assessment, investigation or sampling reveal the existence of any spill, discharge or placement of Contaminants in, on, under, or about, or migrating from or onto the Premises, the Building or the Office Building Area, as a result of the action or omission of Lessee or a "Lessee Representative", then, Lessee shall, at Lessee's own expense, in accordance with Environmental Laws, undertake all action reasonably required by Lessor and/or any governmental authority, including, without limitation, promptly obtaining and delivering to Lessor an unconditional No Further Action Letter. For purposes of this Article, the term "Lessee's Representative" shall mean any shareholder, officer, director, member, partner, employee, agent, licensee, assignee, sublessee or invitee of Lessee, or any third party under Lessee's control other than Lessor, and other than another lessee of the Building, or a shareholder, officer, director, member, partner, employee, agent, licensee, assignee, sublessee or invitee of such other lessee. In no event shall any of Lessee's remedial action involve engineering or institutional controls, a groundwater classification exception area or well restriction area, and Lessee's remedial action 4 {PAGE} 8 shall meet applicable remediation standards for soil, surface water, groundwater and drinking water. Promptly upon completion of all required investigatory and remedial activities, Lessee shall, at Lessee's own expense, to Lessor's reasonable satisfaction, restore the affected areas of the Premises, the Building or the Office Building Area, as the case may be, from any damage or condition caused by the investigatory or remedial work.* (g) ENVIRONMENTAL QUESTIONNAIRE. Upon Lessor's request, contemporaneously with the signing and delivery of this Lease, and thereafter upon renewal of the lease, if at all, Lessee shall complete, execute and deliver to Lessor an environmental questionnaire in form and substance reasonably satisfactory to Lessor.* (h) ENVIRONMENTAL DOCUMENTS AND CONDITIONS. For purposes of this Article, the term "Environmental Documents" shall mean all environmental documentation concerning the Building or the Office Building Area, of which the Premises is a part, or its environs, in the possession or under the control of Lessee, including, without limitation, plans, reports, correspondence and submissions. During the term of this Lease and subsequently, promptly upon receipt by Lessee or Lessee's Representatives, Lessee shall deliver to Lessor all Environmental Documents delivered to or generated by or on behalf of Lessee, whether currently or hereafter existing. In addition, Lessee shall promptly notify Lessor of any environmental condition of which Lessee has knowledge, which may exist in, on, under, or about, or may be migrating from or onto the Building or the Office Building Area.* (i) LESSOR'S RIGHT TO PERFORM LESSEE'S OBLIGATIONS. Notwithstanding anything to the contrary set forth in this Lease, in the event, pursuant to this Lease, Lessee is required to undertake any sampling, assessment, investigation or remediation with respect to the Premises, the Building or the Office Building Area, as the case may be, then, at Lessor's discretion, if Lessee fails to do so within then (10) days after written notice from Lessor, Lessor shall have the right, upon notice to Lessee, to perform such activities at Lessee's expense, and all reasonable sums incurred by Lessor shall be paid by Lessee, as Additional Rent.* (j) INDEMNITY. Lessee shall indemnify, defend and hold harmless Lessor, Lessor's officers, directors, shareholders, employees and personal or legal representatives from and against any and all claims, liabilities, losses, damages, penalties and costs, foreseen or unforeseen, including, without limitation, counsel, engineering and other professional or expert fees, which an indemnified party may incur to the extent resulting from Lessee's failure to comply with Lessee's obligations under this Article. Notwithstanding anything to the contrary contained herein, Lessee shall have no liability or responsibility whatsoever for any claims, liabilities, losses, damages, penalties or costs arising out of or in connection with any condition existing on the date hereof or created by the acts or omissions of Lessor or any of its officers, directors, shareholders, employees, contractors or representatives.* (k) SURVIVAL. This Article shall survive the expiration or earlier termination of this lease. Lessee's failure to abide by the terms of this Article shall be restrainable or enforceable, as the case may be, by injunction. (l) INTERPRETATION. The obligations imposed upon Lessee under subparagraphs (a) through (j) above are in addition to and are not intended to limit, but to expand upon, the obligations imposed upon Lessee under this Article 5. As used in this Article, the term "Contaminants" shall include, without limitation, any regulated substance, toxic substance, hazardous substance, hazardous waste, pollution, pollutant, contaminant, petroleum, asbestos or polychlorinated biphenyls, as defined or referred to in any Environmental Laws. Where a law or regulation defines any of these terms more broadly then another, the broader definition shall apply. (m) Lessor represents and warrants that as, of the date hereof, to the best of Lessor's knowledge, neither the Office Building Area, the Building nor the Premises nor any portion thereof contains, and will not contain, as of the date that possession of the Premises is delivered to Lessee, any unlawful quantities of asbestos or Contaminants except as may be set forth in the Phase I Environmental Site Assessment dated 5 {PAGE} 9 December 10, 1997, prepared by Environmental Waste Management Associates, LLC, a copy of which has been provided to Lessee (the "Phase I"), and that the Office Building Area, the Building and the Premises comply, and as of the date that possession of the Premises is delivered to the Lessee will comply, except as may be set forth in the Phase I, with all Environmental Laws applicable to the Premises, the Building and Office Building Area. Notwithstanding anything to the contrary contained herein, (i) Lessor shall be responsible for all costs, including, but not limited to, those resulting from monitoring, removal, remediation, clean-up or compliance, incurred with respect to any Contaminants existing in, or under the Office Building Area or any part thereof as of the date the Premises are delivered to Lessee, or which are thereafter deposited, released or discharged thereon or therein by Lessor or its agents, employees or contractors, and (ii) Lessor shall indemnify, defend and shall hold harmless Lessee and its officers, directors, employees, agents, representatives and contractors from and against any and all costs, claims, suits, causes of action, losses, injury or damage, including without limitation, personal injury damage (including death), damage to property as well as any and all sums paid for settlement or claims, reasonable attorney's fees, consultant and expert fees, arising out of or associated with such Contaminants so existing or deposited, released or discharged by Lessor, its agents, employees or contractors.* Lessee shall have no liability or obligation with respect to any violation of any Environmental Laws existing on the date hereof or the date possession of the Premises is delivered to Lessee or which thereafter arises by reason of the acts or omissions of Lessor, or its agents, employees or contractors.* 6. ALTERATIONS, ADDITIONS OR IMPROVEMENTS: Lessee shall not, without first obtaining the written consent of Lessor, make any structural or Building Systems alterations, additions or improvements in, to or about the Premises. Building Systems shall mean any structural, life safety, plumbing, electrical, heating, ventilation or air conditioning system or its components. Lessee shall not, without first obtaining the written consent of Lessor, which shall not be unreasonably withheld or delayed, make any non-Building Systems alterations, additions or improvements or other alterations, additions or improvements which require a building permit, in, to or about the Premises. Notwithstanding anything hereinabove to the contrary, Lessee may, upon notification to Lessor, perform any non-Building Systems alterations, additions or improvements or other alterations, additions or improvements for which a building permit is not required, provided the aggregate cost of same is less than fifty thousand dollars ($50,000.00), without prior consent of Lessor.* 7. ACTIVITIES INCREASING FIRE INSURANCE RATES: Lessee shall not do or suffer anything to be done on the Premises which will increase the rate of fire insurance on the Building. 8. ASSIGNMENT AND SUBLEASE: Provided Lessee is not in default of any provisions of this Lease beyond applicable notice and cure periods, Lessee may assign this lease or sublease all or any portion of the Premises to any party subject to the following:* 1. a. In the event Lessee desires to assign this Lease or sublease all or part of the Premises to any other party, the terms and conditions of such assignment or sublease shall be communicated to the Lessor in writing no less than thirty (30) days prior to the effective date of any such sublease or assignment, and, prior to such effective date, the Lessor shall have the option, exercisable in writing to the Lessee, to: (i) sublease such space from Lessee at the lower rate of (a) the rental rate per rentable square foot of Fixed Basic Rent and Additional Rent then payable pursuant to this 6 {PAGE} 10 Lease or (b) the terms set forth in the proposed sublease, (ii) recapture in the case of subletting, that portion of the Premises to be sublet or all of the Premises in the case of an assignment ("Recapture Space") so that such prospective sublessee or assignee shall then become the sole Lessee of Lessor hereunder, or (iii) recapture the Recapture Space for Lessor's own use and the within Lessee shall be fully released from any and all obligations hereunder with respect to the Recapture Space. Lessor shall not have the right to recapture Recapture Space in the case of a sublease for less than 10,000 square feet for a sublease term which expires prior to the last three years of the Term of this lease, and Lessee shall not have the right to extend the term of any sublease to end during the last three years of the Term of this lease (or enter into a new sublease with the sublessee or an affiliate of the sublessee which shall expire during the last three years of the Term) which was not subject to Lessor's recapture right.* b. In the event that the Lessor elects not to recapture the Lease or relet the Premises as hereinabove provided, the Lessee may nevertheless assign this Lease or sublet the whole or any portion of the Premises, subject to the Lessor's prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned, on the basis of the following terms and conditions:* i. The Lessee shall provide to the Lessor the name and address of the assignee or sublessee. ii. The assignee or sublessee shall assume, by written instrument, all of the obligations of this Lease accruing from and after the date of the assignment or sublease, and a copy of such assumption agreement shall be furnished to the Lessor within ten (10) days of its execution. Any sublease shall expressly acknowledge that said sublessee's rights against Lessor shall be no greater than those of Lessee. Lessee further agrees that notwithstanding any such subletting, no other and further subletting of the Premises by Lessee or any person claiming through or under Lessee shall or will be made except upon compliance with and subject to the provisions of this Article 8. iii. Each sublease shall provide that it is subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate, and that in the event of default by Lessee under this Lease, Lessor may, at its option, take over all of the right, title and interest of Lessee, as sublessor, under such sublease, and such sublessee shall, at Lessor's option, attorn to Lessor pursuant to the then executory provisions of such sublease, except that Lessor shall not (i) be liable for any previous act or omission of Lessee under such sublease or, (ii) be subject to any offset not expressly provided in such sublease which theretofore accrued to such sublease to which Lessor has not specifically consented in writing or by any previous prepayment of more than one month's rent. iv. The Lessee and each assignee shall be and remain liable for the observance of all the covenants and provisions of this Lease, including, but not limited to, the payment of Fixed Basic Rent and Additional Rent reserved herein, through the entire Term of this Lease, as the same may be renewed, extended or otherwise modified. v. The Lessee and any assignee shall promptly pay to Lessor fifty percent (50%) of any consideration received for any assignment and/or fifty percent (50%) of all of the rent, as and when received, in excess of the Rent required to be paid by Lessee for the area sublet computed on the basis of an average square foot rent for the gross square footage Lessee has leased, but net of brokerage commission and tenant improvements incurred by Lessee in connection with such assignment and/or subletting.* vi. In any event, the acceptance by the Lessor of any rent from the assignee or from any of the subtenants or the failure of the Lessor to insist upon a strict performance of any of the terms, conditions and covenants herein shall not 7 {PAGE} 11 release the Lessee herein, nor any assignee assuming this Lease, from any and all of the obligations herein during and for the entire Term of this Lease. vii. In Lessor's reasonable judgment, the proposed assignee or subtenant is engaged in a business or activity, and the Premises, or the relevant part thereof, will be used in a manner, which (a) is in keeping with the then standard of the Building and (b) is limited to the use of the Premises as general offices. viii. Provided Lessor has comparable space available in the Building, the proposed assignee or subtenant shall be an entity which is not then an occupant of any part of the Building.* ix. Provided Lessor has comparable space available in the Building, the proposed assignee or subtenant is not an entity or a person with whom Lessor is or has been, within the preceding nine (9) month period, negotiating to lease space in the Building.* x. There shall not be more than five (5) occupants in the Premises (i.e. Lessee and 4 subtenants or 5 subtenants).* xi. Lessee shall not publicly advertise the subtenancy for less than the then current market rent per rentable square foot for the Premises as though the Premises were vacant.* xii. Lessee shall not have (a) publicly advertised the availability of the Premises without prior notice to and approval by Lessor, which approval shall not be unreasonably withheld or delayed, nor shall any advertisement state the name (as distinguished from the address) of the Building. xiii. The proposed occupancy shall not, in Lessor's reasonable opinion, increase the density of population using the Demised Premises to exceed one (1) person per 250 gross rentable square feet of space or exceed the parking allocation presently provided for in this Lease; xiv. The proposed assignee or subtenant shall only use the Premises for the Permitted Use and shall not be engaged in any of the following:* (a) educational, including but not limited to, instructional facilities and correspondence schools; (b) employment agencies; (c) model agencies; (d) photographic studios or laboratories; (e) spas, health, physical fitness or exercise salons; (f) small loan offices; (g) real estate brokerage or real estate sales offices open to the general public or construction offices; (h) medical or dental facilities, including professional offices, treatment facilities, dispensaries or laboratories; (i) federal, state or local government offices; (j) so-called boiler room operations; (k) retail stock brokerage offices which are open to the general public; and (l) religious organizations making facilities available to congregations for uses other than business purposes.* xv. The proposed assignee or subtenant shall not be entitled, directly or indirectly, to diplomatic or sovereign immunity and shall be subject to the service of process in, and the jurisdiction of, the state courts of New Jersey. xvi. Lessee acknowledges that its sole remedy with respect to any assertion that Lessor's failure to consent to any sublet or assignment is unreasonable shall be the remedy of specific performance and Lessee shall have no other claim or cause of action against Lessor as a result of Lessor's actions in refusing to 8 {PAGE} 12 consent thereto.* c. If Lessee is a corporation other than a corporation whose stock is listed and traded on a nationally recognized stock exchange, the provisions of Sub-section a. shall apply to a transfer (however accomplished, whether in a single transaction or in a series of related or unrelated transactions) of stock (or any other mechanism such as, by way of example, the issuance of additional stock, a stock voting agreement or change in class(es) of stock) which results in a change of control of Lessee as if such transfer of stock (or other mechanism) which results in a change of control of Lessee were an assignment of this Lease, and if Lessee is a partnership or joint venture, said provisions shall apply with respect to a transfer (by one or more transfers) of an interest in the distributions of profits and losses of such partnership or joint venture (or other mechanism, such as, by way of example, the creation of additional general partnership or limited partnership interests) which results in a change of control of such a partnership or joint venture, as if such transfer of an interest in the distributions of profits and losses of such partnership or joint venture which results in a change of control of such partnership or joint venture were an assignment of this Lease; but said provisions shall not apply to, and Lessor's consent shall not be required for transactions with an entity into or with which Lessee is merged or consolidated or to which all or substantially all of Lessee's assets are transferred or to any corporation which controls or is controlled by Lessee or is under common control with Lessee or to any transfer of stock (however and by any mechanism accomplished) of Lessee where Lessee is a corporation whose stock is publicly traded, provided that in the event of such merger, consolidation or transfer of all or substantially all of Lessee's assets (i) the successor to Lessee has a net worth computed in accordance with generally accepted accounting principles at least equal to the net worth of Lessee immediately prior to such merger, consolidation or transfer, and (ii) proof reasonably satisfactory to Lessor of such net worth shall have been delivered to Lessor at least 10 days prior to the effective date of any such transaction. * d. In the event that any or all of Lessee's interest in the Premises and/or this Lease is transferred by operation of law to any trustee, receiver, or other representative or agent of Lessee, or to Lessee as a debtor in possession, and subsequently any or all of Lessee's interest in the Premises and/or this Lease is offered or to be offered by Lessee or any trustee, receiver, or other representative or agent of Lessee as to its estate or property (such person, firm or entity being hereinafter referred to as the "Grantor"), for assignment, conveyance, lease, or other disposition to a person, firm or entity other than Lessor (each such transaction being hereinafter referred to as a "Disposition"), it is agreed that Lessor has and shall have a right of first refusal to purchase, take, or otherwise acquire, the same upon the same terms and conditions as the Grantor thereof shall accept upon such Disposition to such other person, firm, or entity; and as to each such Disposition the Grantor shall give written notice to Lessor in reasonable detail of all of the terms and conditions of such Disposition within twenty (20) days next following its determination to accept the same but prior to accepting the same, and Grantor shall not make the Disposition until and unless Lessor has failed or refused to accept such right of first refusal as to the Disposition, as set forth herein. Lessor shall have sixty (60) days next following its receipt of the written notice as to such Disposition in which to exercise the option to acquire Lessee's interest by such Disposition, and the exercise of the option by Lessor shall be effected by notice to that effect sent to the Grantor; but nothing herein shall require Lessor to accept a particular Disposition or any Disposition, nor does the rejection of any one such offer of first refusal constitute a waiver or release of the obligation of the Grantor to submit other offers hereunder to Lessor. In the event Lessor accept such offer of first refusal, the transaction shall be consummated pursuant to the terms and conditions of the Disposition described in the notice to Lessor. In the event Lessor rejects such offer of first refusal, Grantor may consummate the Disposition with such other person, firm, or entity; but any decrease in price of more than two percent (2%) of the price sought from Lessor or any change in the terms of payment for such Disposition shall constitute a new transaction requiring a further option of first refusal to be given to Lessor hereunder. 9 {PAGE} 13 e. Without limiting any of the provisions of Articles 12 and 13, if pursuant to the Federal Bankruptcy Code (herein referred to as the "Code"), or any similar law hereafter enacted having the same general purpose, Lessee is permitted to assign this Lease notwithstanding the restrictions contained in this Lease, adequate assurance of future performance by an assignee expressly permitted under such Code shall be deemed to mean the deposit of cash security in an amount equal to the sum of one year's Fixed Basic Rent plus an amount equal to the Additional Rent for the calendar year preceding the year in which such assignment is intended to become effective, which deposit shall be held by Lessor for the balance of the Term, without interest, as security for the full performance of all of Lessee's obligations under this Lease, to be held and applied in the manner specified for security in Article 16. f. Except as specifically set forth above, no portion of the Premises or of Lessee's interest in this Lease may be acquired by any other person or entity, whether by assignment, mortgage, sublease, transfer, operation of law or act of the Lessee, nor shall Lessee pledge its interest in this Lease or in any security deposit required hereunder. 9. COMPLIANCE WITH RULES AND REGULATIONS: Lessee shall observe and comply with the rules and regulations hereinafter set forth in Exhibit B attached hereto and made a part hereof and with such further reasonable rules and regulations as Lessor may prescribe, on written notice to the Lessee, for the safety, care and cleanliness of the Building and the comfort, quiet and convenience of other occupants of the Building. Lessor shall enforce the Rules and Regulations consistently and in a nondiscriminatory manner against all lessees in the Building. Lessee shall not place a load upon any floor of the Premises exceeding the floor load per square foot area which it was designed to carry and which is allowed by law. Lessor reserves the right to prescribe the weight and position of all safes, business machines and mechanical equipment. Such installations shall be placed and maintained by Lessee, at Lessee's expense, in settings sufficient, in Lessor's judgement, to absorb and prevent vibration, noise and annoyance.* 10. DAMAGES TO BUILDING: If the Building is damaged by fire or any other cause to such extent the cost of restoration, as reasonably estimated by Lessor, will equal or exceed twenty-five percent (25%) of the replacement value of the Building (exclusive of foundations) just prior to the occurrence of the damage, then Lessor may, no later than the sixtieth (60th) day following the date of damage, give Lessee a notice of election to terminate this Lease, provided Lessor similarly gives such notice to the other tenants occupying collectively no less than fifty (50%) percent of the space of the Building, or if the Premises shall not be reasonably usable for the purpose for which they are leased hereunder for a period in excess of seven (7) months from the date of the damage, then Lessee may, no later than the sixtieth (60th) day following the date of damage, give Lessor a notice of election to terminate this Lease. In either said event of election, this Lease shall be deemed to terminate on the thirtieth (30th) day after the giving of said notice, and Lessee shall surrender possession of the Premises within a reasonable time thereafter, and the Fixed Basic Rent, and any Additional Rent, shall be apportioned as of the date of said surrender and any Fixed Basic Rent or Additional Rent paid for any period beyond said date, or such earlier date as of which the Premises became unusable by reason of such casualty, shall be repaid to Lessee. If the cost of restoration shall not entitle Lessor to terminate this Lease, or if, despite the cost, Lessor does not elect to terminate this Lease, Lessor shall restore the Building and the Premises with reasonable promptness within seven (7) months after the date of the damage, subject to Force Majeure, and, provided Lessor delivers an architect's or engineer's certificate that restoration can be completed within seven (7) months and, in fact, Lessor completes restoration within seven (7) months from the date of the damage, Lessee shall have no right to terminate this Lease. Lessor need not restore fixtures and improvements owned by Lessee.* In any case in which use of the Premises is affected by any damage to the Building, there shall be either an abatement or an equitable reduction in Fixed Basic Rent, depending on 10 {PAGE} 14 the period for which and the extent to which the Premises are not reasonably usable for the purpose for which they are leased hereunder. The words "restoration" and "restore" as used in this Article 10 shall include repairs. If the damage results from the gross negligence or intentional misconduct of the Lessee, Lessee's agents, servants, visitors or licensees, Lessee shall not be entitled to any abatement or reduction in Fixed Basic Rent, except to the extent of any rent insurance received by Lessor.* 11. EMINENT DOMAIN: If Lessee's use of the Premises or parking (unless alternate parking is provided) is materially affected due to the taking by eminent domain of (a) the Premises or any part thereof or any estate therein; or (b) any other part of the Building; then, in either event, this Lease shall terminate on the date when title vests pursuant to such taking. The Fixed Basic Rent, and any Additional Rent, shall be apportioned as of said termination date and any Fixed Basic Rent or Additional Rent paid for any period beyond said date, shall be repaid to Lessee. Lessee shall not be entitled to any part of the award for such taking or any payment in lieu thereof, but Lessee may file a separate claim for any taking of fixtures and improvements owned by Lessee which have not become the Lessor's property, and for moving expenses, provided the same shall, in no way, affect or diminish Lessor's award. In the event of a partial taking which does not effect a termination of this Lease but does deprive Lessee of the use of a portion of the Premises, there shall either be an abatement or an equitable reduction of the Fixed Basic Rent, and an equitable adjustment reducing the Base Period Costs as hereinafter defined depending on the period for which and the extent to which the Premises so taken are not reasonably usable for the purpose for which they are leased hereunder.* 12. INSOLVENCY OF LESSEE: Either (a) the appointment of a receiver to take possession of all or substantially all of the assets of Lessee, or, (b) a general assignment by Lessee for the benefit of creditors, or, (c) any action taken by Lessee or by a third party and not dismissed within sixty (60) days under any insolvency or bankruptcy act, shall constitute a default of this Lease by Lessee, and Lessor may terminate this Lease forthwith and upon notice of such termination Lessee's right to possession of the Premises shall cease, and Lessee shall then quit and surrender the Premises to Lessor but Lessee shall remain liable as hereinafter provided in Article 14 hereof.* 13. LESSOR'S REMEDIES ON DEFAULT: If Lessee defaults in the payment of Fixed Basic Rent, or any Additional Rent hereunder, or defaults in the performance of any of the other covenants and conditions hereof or permits the Premises to become deserted, abandoned or vacated, Lessor may give Lessee notice of such default, and if Lessee does not cure any Fixed Basic Rent or Additional Rent default within ten (10) days or other default within twenty (20) days after giving of such notice (or if such other default is of such nature that it cannot be completely cured within such period, if Lessee does not commence such curing within such twenty (20) days and thereafter proceed with reasonable diligence and in good faith to cure such default), then Lessor may terminate this Lease on not less than ten (10) days notice to Lessee, and on the date specified in said notice, Lessee's right to possession of the Premises shall cease but Lessee shall remain liable as hereinafter provided. If this Lease shall have been so terminated by Lessor pursuant to Articles 12 or 13 hereof, Lessor may at any time thereafter resume possession of the Premises by any lawful means and remove Lessee or other occupants and their effects. Lessee shall pay to Lessor, on demand, such expenses as Lessor may incur, including, without limitation, court costs and reasonable attorney's fees and disbursements, in enforcing the performance of any obligation of Lessee under this Lease.* 11 {PAGE} 15 14. DEFICIENCY: (a) In any case where Lessor has recovered possession of the Premises by reason of Lessee's default, Lessor may, at Lessor's option, occupy the Premises or cause the Premises to be redecorated, altered, divided, consolidated with other adjoining premises or otherwise changed or prepared for reletting, and may relet the Premises or any part thereof, as agent of Lessee or otherwise, for a term or terms to expire prior to, at the same time as or subsequent to, the original Expiration Date of this Lease, at Lessor's option and receive the rent therefor. Rent so received shall be applied first to the payment of such expenses as Lessor may have incurred in connection with the recovery of possession, redecorating, altering, dividing, consolidating with other adjoining premises, or otherwise changing or preparing for reletting, and the reletting, including brokerage and reasonable attorney's fees, and then to the payment of damages in amounts equal to the Fixed Basic Rent and Additional Rent hereunder and to the costs and expenses of performance of the other covenants of Lessee as herein provided. Lessee agrees, in any such case, whether or not Lessor has relet, to pay to Lessor damages equal 424644	Movado Group Movado Group, Inc. ( Furniture & Fixtures ) As referenced in this Lease: MOVADO GROUP, INC – {DOCUMENT} {TYPE}EX-10.22 {SEQUENCE}3 {FILENAME}y48189ex10-22.txt {DESCRIPTION}LEASE {TEXT} {PAGE} 1 EXHIBIT 10.22 LEASE FROM: MACK-CALI REALTY, L.P. LESSOR TO: LESSEE MOVADO GROUP, INC . BUILDING: MACK CENTRE II ONE MACK DRIVE PARAMUS, NEW JERSEY {PAGE} 2 TABLE OF CONTENTS {TABLE} {S} {C} {C} 1. DESCRIPTION:.........................................................................3 ----------- 2. TERM:................................................................................3 ---- 3. BASIC RENT:..........................................................................3 ---------- _____________ MOVADO GROUP, INC – the 21 day of December, 2000 between MACK-CALI REALTY, L.P. ("Lessor") whose address is c/o Mack-Cali Realty Corporation, 11 Commerce Drive, Cranford, New Jersey 07016 and MOVADO GROUP, INC . ("Lessee") whose address is 125 Chubb Avenue, Lyndhurst, New Jersey 07071. PREAMBLE BASIC LEASE PROVISIONS AND DEFINITIONS In addition to other terms elsewhere defined in this Lease, the following _____________ MOVADO GROUP, INC – to any of the foregoing. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals the day and year first above written. MACK-CALI REALTY, L.P. MOVADO GROUP, INC . By: Mack-Cali Realty Corporation, its general partner By: /s/ Michael A Grossman By: /s/ Rick Cote ---------------------- ------------- Michael A. Grossman Name: Executive Vice President Title: 31 {PAGE} 35 RIDER _____________ MOVADO GROUP, INC – 21 day of December, 2000 is between MACK-CALI REALTY, L.P. ("Lessor") whose address is c/o Mack-Cali Realty Corporation, 11 Commerce Drive, Cranford, New Jersey 07016 and MOVADO GROUP, INC . ("Lessee"), whose address is 125 Chubb Avenue, Lyndhurst, New Jersey 07071. 2. STATEMENT OF FACTS 2.1 Lessor and Lessee simultaneously herewith entered into a Lease (the "Lease") covering _____________ MOVADO GROUP, INC – written, and acknowledge one to the other that they possess the requisite authority to enter into this transaction and to sign this Agreement. LESSOR LESSEE MACK-CALI REALTY, L.P. MOVADO GROUP, INC . By: Mack-Cali Realty Corporation, its general partner By: /s/ Michael A. Grossman By: /s/ Rick Cote ------------------------------- ------------- Michael A. Grossman Name: Executive Vice President Title: 3 {PAGE} 57 EXHIBIT _____________ dt 1365787 ; Mack-Cali Realty Mack-Cali Realty Corp. ( Real Estate ) As referenced in this Lease: MACK-CALI REALTY – {DOCUMENT} {TYPE}EX-10.22 {SEQUENCE}3 {FILENAME}y48189ex10-22.txt {DESCRIPTION}LEASE {TEXT} {PAGE} 1 EXHIBIT 10.22 LEASE FROM: MACK-CALI REALTY , L.P. LESSOR TO: LESSEE MOVADO GROUP, INC. BUILDING: MACK CENTRE II ONE MACK DRIVE PARAMUS, NEW JERSEY {PAGE} 2 TABLE OF CONTENTS {TABLE} {S} {C} {C} 1. DESCRIPTION:......................................................................... _____________ MACK-CALI REALTY – RIGHT:............................................................30 ----------------------- 50. CORPORATE AUTHORITY:................................................................30 ------------------- 51. AFTER-HOURS USE:....................................................................30 --------------- 52. LESSOR'S REPRESENTATIONS:...........................................................31 ------------------------ {/TABLE} ii {PAGE} 4 LEASE, is made the 21 day of December, 2000 between MACK-CALI REALTY , L.P. ("Lessor") whose address is c/o Mack-Cali Realty Corporation, 11 Commerce Drive, Cranford, New Jersey 07016 and MOVADO GROUP, INC. ("Lessee") whose address is 125 Chubb _____________ Mack-Cali Realty – 52. LESSOR'S REPRESENTATIONS:...........................................................31 ------------------------ {/TABLE} ii {PAGE} 4 LEASE, is made the 21 day of December, 2000 between MACK-CALI REALTY, L.P. ("Lessor") whose address is c/o Mack-Cali Realty Corporation, 11 Commerce Drive, Cranford, New Jersey 07016 and MOVADO GROUP, INC. ("Lessee") whose address is 125 Chubb Avenue, Lyndhurst, New Jersey 07071. PREAMBLE BASIC LEASE PROVISIONS AND DEFINITIONS _____________ Mack-Cali Realty – in form reasonably satisfactory to Lessor; (iii) contain endorsements substantially as follows: "It is understood and agreed that the insurer will give to Lessor, or any successor lessor, c/o Mack-Cali Realty Corporation, 11 Commerce Drive, Cranford, New Jersey, thirty (30) days prior written notice of any cancellation of this policy."; (iv) shall be written on an "occurrence" basis and not _____________ MACK-CALI REALTY – of invalidity or unenforceability due to any of the foregoing. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals the day and year first above written. MACK-CALI REALTY , L.P. MOVADO GROUP, INC. By: Mack-Cali Realty Corporation, its general partner By: /s/ Michael A Grossman By: /s/ Rick Cote ---------------------- ------------- Michael A. Grossman Name: Executive Vice President _____________ dt 1397037 ;	Mack-Cali Realty Mack-Cali Realty LP ( Real Estate ) As referenced in this Lease: MACK-CALI REALTY, L – {DOCUMENT} {TYPE}EX-10.22 {SEQUENCE}3 {FILENAME}y48189ex10-22.txt {DESCRIPTION}LEASE {TEXT} {PAGE} 1 EXHIBIT 10.22 LEASE FROM: MACK-CALI REALTY, L .P. LESSOR TO: LESSEE MOVADO GROUP, INC. BUILDING: MACK CENTRE II ONE MACK DRIVE PARAMUS, NEW JERSEY {PAGE} 2 TABLE OF CONTENTS {TABLE} {S} {C} {C} 1. DESCRIPTION:.........................................................................3 ----------- _____________ MACK-CALI REALTY, L – RIGHT:............................................................30 ----------------------- 50. CORPORATE AUTHORITY:................................................................30 ------------------- 51. AFTER-HOURS USE:....................................................................30 --------------- 52. LESSOR'S REPRESENTATIONS:...........................................................31 ------------------------ {/TABLE} ii {PAGE} 4 LEASE, is made the 21 day of December, 2000 between MACK-CALI REALTY, L .P. ("Lessor") whose address is c/o Mack-Cali Realty Corporation, 11 Commerce Drive, Cranford, New Jersey 07016 and MOVADO GROUP, INC. ("Lessee") whose address is 125 Chubb Avenue, _____________ MACK-CALI REALTY, L – of invalidity or unenforceability due to any of the foregoing. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals the day and year first above written. MACK-CALI REALTY, L .P. MOVADO GROUP, INC. By: Mack-Cali Realty Corporation, its general partner By: /s/ Michael A Grossman By: /s/ Rick Cote ---------------------- ------------- Michael A. Grossman Name: Executive Vice President Title: _____________ MACK-CALI REALTY, L – Name: Executive Vice President Title: Exhibit G - Page 1 {PAGE} 54 FIRST AMENDMENT TO LEASE 1. PARTIES 1.1 THIS AGREEMENT made the 21 day of December, 2000 is between MACK-CALI REALTY, L .P. ("Lessor") whose address is c/o Mack-Cali Realty Corporation, 11 Commerce Drive, Cranford, New Jersey 07016 and MOVADO GROUP, INC. ("Lessee"), whose address is 125 Chubb Avenue, _____________ MACK-CALI REALTY, L – date and year first above written, and acknowledge one to the other that they possess the requisite authority to enter into this transaction and to sign this Agreement. LESSOR LESSEE MACK-CALI REALTY, L .P. MOVADO GROUP, INC. By: Mack-Cali Realty Corporation, its general partner By: /s/ Michael A. Grossman By: /s/ Rick Cote ------------------------------- ------------- Michael A. Grossman Name: Executive Vice President Title: _____________ dt 1511450
Preview Full Doc	2005	License Agreement License Agreement (194K) Doc #424587: Click preview link for longer preview. License Agreement between HUGO BOSS Trade Mark Management GmbH & Co. KG Dieselstrasse 12 D-72555 Metzingen Germany - hereinafter referred to as "HUGO BOSS" - and MGI Luxury Group S.A. 35 Rue de Nideau CH-2501 Bienne Switzerland - hereinafter referred to as "Licensee" - **CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED FROM PAGES 3, 5, 6, 10, 11-13, 20, 22-24; APPENDIX 3 (PAGES 7-54 AND PAGE 58); APPENDIX 4 (PAGES 1-14) AND . . . 424587	Movado Group Movado Group, Inc. ( Furniture & Fixtures ) As referenced in this License Agreement: Movado Group, Inc – made this ________________ day of _________________ 200 by and between ______________________________ , a corporation organized and existing under the laws of ____________________________ having offices at ________________________________(hereafter called the {{ Corporation }}), and Movado Group, Inc ., a corporation organized and existing under the laws of the State of New Jersey, having offices at 650 From Road, Paramus, N. J. 07652 (hereafter called MGI). 4.1 _____________ MOVADO GROUP, INC – of this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the day and year first above written. MOVADO GROUP, INC . By : __________________________ Name: _________________________ Title: ________________________ CORPORATION By: ___________________________ Name: _________________________ Title: ________________________ GUARANTOR By: ___________________________ Name: _________________________ MGI Engineering December 2004 10 {PAGE} GAR [ ] WATCHES MGI Engineering December _____________ dt 1365778
Preview Full Doc	2006	License Agreement License Agreement (149K) Doc #1085015: Click preview link for longer preview. LICENSE AGREEMENT BY AND BETWEEN L. C. LICENSING, INC. AND MOVADO GROUP, INC. AND SWISSAM PRODUCTS LIMITED **CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED FROM PAGES 7, 13, 14, 34 AND SCHEDULES 1.1, 1.13, 3.1, 3.3(g), 4.1, 4.2, 6.2(a), 7.2, 7.3, 8.2, 9.1 AND 14.8 AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") . . . 1085015	Movado Group Movado Group, Inc. ( Furniture & Fixtures ) As referenced in this License Agreement: MOVADO GROUP, INC – EX-10.37 5 y18915exv10w37.txt LICENSE AGREEMENT EXHIBIT 10.37 LICENSE AGREEMENT BY AND BETWEEN L. C. LICENSING, INC. AND MOVADO GROUP, INC . AND SWISSAM PRODUCTS LIMITED CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED FROM PAGES 7, 13, 14, 34 AND SCHEDULES 1.1, 1.13, 3.1, 3.3(g), _____________ Movado Group, Inc – the Effective Date, by and between L.C. LICENSING, INC., a Delaware corporation having an office at c/o Liz Claiborne, Inc., 1441 Broadway, New York, NY 10018 ("Licensor"), and Movado Group, Inc . a corporation organized and existing under the laws of the State of New York, having an office at 650 From Road, Paramus, NJ 07652 ("Movado") and Swissam Products Limited, _____________ MOVADO GROUP, INC – executed this Agreement as of the date and year first above written. L. C. LICENSING, INC. by: /S/ Barbara J. Friedman ------------------------------------ AUTHORIZED SIGNATURE NAME: BARBARA J. FRIEDMAN TITLE: PRESIDENT-LICENSING MOVADO GROUP, INC . BY: /S/ Richard Cote ------------------------------------ AUTHORIZED SIGNATURE NAME: Richard Cote ---------------------------------- TITLE: Executive Vice President/COO --------------------------------- DATE SIGNED: November 21, 2005 --------------------------- SWISSAM PRODUCTS LIMITED BY: /s/ Timothy F. Michno ------------------------------------ AUTHORIZED SIGNATURE _____________ Movado Group, Inc – OF THIS EXHIBIT OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO RULE 24b-2 OF THE 1934 ACT SCHEDULE 20 NOTICES TO LICENSEE Jon Step President - Licensed Brands Movado Group, Inc . 650 From Road Paramus, NJ 07652 Phone: 201 267 8076 Fax: 201 267 8081 Email: jstep@movadogroup.com Copy to: General Counsel Movado Group, Inc. 650 From Road Paramus, _____________ Movado Group, Inc – Jon Step President - Licensed Brands Movado Group, Inc. 650 From Road Paramus, NJ 07652 Phone: 201 267 8076 Fax: 201 267 8081 Email: jstep@movadogroup.com Copy to: General Counsel Movado Group, Inc . 650 From Road Paramus, NJ 07652 Phone: 201 267 8105 Fax: 201 267 8050 Email: tmichno@movadogroup.com _____________ dt 1708769 ;	Liz Claiborne Liz Claiborne, Inc. ( Apparel & Accessories ) As referenced in this License Agreement: Liz Claiborne, Inc – TABLE> i LICENSE AGREEMENT LICENSE AGREEMENT ("Agreement"), dated as of the Effective Date, by and between L.C. LICENSING, INC., a Delaware corporation having an office at c/o Liz Claiborne, Inc ., 1441 Broadway, New York, NY 10018 ("Licensor"), and Movado Group, Inc. a corporation organized and existing under the laws of the State of New York, having an office at _____________ Liz Claiborne, Inc – The term "LCI Standards" means the standards, reputation and established prestige and goodwill connected with the Licensed Mark(s) and the names of Licensor, Juicy Couture, Inc. and their parent, Liz Claiborne, Inc . (LCI), including the design content, spirit, quality, style, price point and value which apparel products bearing the Licensed Marks(s)have come to represent in the minds of the _____________ Liz Claiborne, Inc – five (5) days after mailing by certified or registered mail, return receipt requested, to the party concerned at the following address: IF TO LICENSOR: L. C. LICENSING, INC. c/o Liz Claiborne, Inc . 1441 Broadway New York, NY 10018 Attention: President - Licensing Fax No.: (212) 626-1807 WITH COPY TO: LIZ CLAIBORNE, INC. One Claiborne Avenue North Bergen, NJ 07047 Attention: Legal _____________ LIZ CLAIBORNE, INC – address: IF TO LICENSOR: L. C. LICENSING, INC. c/o Liz Claiborne, Inc. 1441 Broadway New York, NY 10018 Attention: President - Licensing Fax No.: (212) 626-1807 WITH COPY TO: LIZ CLAIBORNE, INC . One Claiborne Avenue North Bergen, NJ 07047 Attention: Legal Department Fax No.: (201) 295-7851 IF TO LICENSEE, AS SET FORTH IN SCHEDULE 20. Any party may change the _____________ LIZ CLAIBORNE, INC – 1.13 * * CONFIDENTIAL PORTION OF THIS EXHIBIT OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO RULE 24b-2 OF THE 1934 ACT SCHEDULE 1.14 STANDARDS OF ENGAGEMENT LIZ CLAIBORNE, INC . AND ITS SUBSIDIARIES STANDARDS OF ENGAGEMENT 1. LEGAL REQUIREMENTS. Licensees must observe all applicable laws of their country, including laws relating to employment, discrimination, the environment, safety and the _____________ dt 1699712
Full Doc	2006	License Agreement License Agreement (377K) Doc #2068012: This document is immediately available for purchase, but does not have a preview available for viewing. 2068012	Movado Group Movado Group, Inc. ( Furniture & Fixtures )
Preview Full Doc	2001	Loan Agreement Loan Agreement (8K) Doc #424648: Click preview link for longer preview. 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 . . . 424648	Movado Group Movado Group, Inc. ( Furniture & Fixtures )
Preview Full Doc	2004	Master Credit Agreement Master Credit Agreement (15K) Doc #424597: Click preview link for longer preview. MASTER CREDIT AGREEMENT UBS CORPORATE FINANCING 1. BORROWER MGI Luxury Group S.A: Nidaugasse 35 2502 Biel (hereinafter referred to as the 'Borrower') 2. LENDER UBS AG Barenplatz 8 3011 Bern (hereinafter referred to as 'UBS') 3. CREDIT FACILITY UBS grants the Borrower a credit facility in a MAXIMUM AMOUNT OF 8 000 000 CHF (Swiss Francs eight million). 4. FINANCING PURPOSE To finance operating assets. 5. AVAILABILITY Subject to the terms and conditions of this Credit Agreement, this credit facility is available in the following forms: - as a current account overdraft in CHF and/or any freely-available and convertible currency. - as UBS fixed advances with terms of 1 - 12 months in an amount of at least 500 000 CHF and/or the equivalent in any freely-available and convertible currency. - for issuing of guarantees in a form acceptable to UBS for a period of up to one year. - for opening of documentary credits in a form acceptable to UBS for a period of up to one year. 6. INTEREST RATES AND COMMISSION 6.1 UBS CURRENT ACCOUNTS The interest rate currently applicable for use with CHF is 4.5% p.a. No loan commission is charged. At the end of each calendar quarter, a closing statement showing interest shall be provided. UBS shall have the right to adjust interest rates to changing market conditions at any time with immediate effect. Interest rates and commission are subject to a separate Pooling Agreement dated 21st February 2002. 75165 E VS 03.3 530580320 Page 1/5 {PAGE} 6.2 UBS FIXED ADVANCES For any advance with a term of up to and including 6 months, principal and interest shall be calculated and charged as a single payment at maturity. For any advance with a term of more than 6 months, interest shall be calculated and charged quarterly at the end of each calendar quarter. Principal and interest shall be calculated and charged at maturity. The base interest rate shall be calculated according to Euromarket rates for the relevant term and currency plus a UBS margin. The interest rate shall be fixed two bank working days prior to.any advance being drawn down or renewed, for the corresponding term and currency. The instructions for drawdown or renewal must be received by UBS at least two bank working days before such drawdown or renewal. Where such instructions are unavailable, advances falling due will not be renewed and both principal and interest will be debited from the relevant current account. 6.3 GUARANTEES/DOCUMENTARY CREDITS Commission and fees shall be fixed by UBS on a case-by-case basis, and shall depend on the nature, size, term and complexity of the transaction. 6.4 INTEREST CALCULATION Interest shall be calculated on a 365/360 basis, i.e. the actual number of days per month divided by a 360-day year. 7. TERM Until further notice. 8. TERMINATION 8.1 ORDINARY TERMINATION The Borrower shall have the right to terminate this Credit Agreement at any time with immediate effect. UBS shall have the right to terminate this Credit Agreement at any time with immediate effect, and to refuse to make funds available to the Borrower under the credit facility at its discretion, without having to provide any reasons. Any termination shall cancel the unused portion of the credit facility with immediate effect. To the extent that the credit facility has been drawn down, any outstanding amounts shall become due and payable as follows: - UBS CURRENT ACCOUNT immediately - UBS FIXED ADVANCE on expiration of the agreed term Any guarantees and documentary credits issued by UBS shall remain in effect with no changes until their expiration in accordance with the terms and conditions applicable on a case-by-case basis, and the Borrower shall remain fully liable. 424597	Movado Group Movado Group, Inc. ( Furniture & Fixtures )
Preview Full Doc	2004	Share Purchase and Transfer of Assets and Liabilities Agreement Share Purchase and Transfer of Assets and Liabilities Agreement (141K) Doc #424610: Click preview link for longer preview. SHARE PURCHASE AND TRANSFER OF ASSETS AND LIABILITIES AGREEMENT dated as of December 22, 2003 by and between SOFIDIV SAS, a company duly incorporated under French law with its registered office at 65, Avenue Edouard Vaillant, 92100 Boulogne, France, duly represented for the purpose of this Agreement by Mr. Patrick Houel, acting both in its own name and for its own account as well as on behalf and for the account of Seller's Affiliates (as defined below), (hereinafter referred to as "SELLER") on the one hand, and CONCORD WATCH COMPANY SA, a company duly incorporated under Swiss law with its registered office at 35, Nidaugasse, 2502 Bienne, Switzerland, duly represented for the purpose of this Agreement by Richard Cote and Kurt Burki, acting both in its own name and for its own account as well as on behalf and for the account of Purchaser's Affiliates (as defined below), (hereinafter referred to as "PURCHASER") on the other hand, (hereinafter referred to collectively as the "PARTIES" and individually as a "PARTY") {PAGE} PREAMBLE WHEREAS, Seller holds, inter alia, the entire share-capital of Ebel SA, a Swiss company duly registered in La Chaux-de-Fonds, Switzerland (the "COMPANY") engaged in the development, the manufacturing, the marketing and the sale of watches and other products under the brand name EBEL (the "BRAND"); WHEREAS, the Company holds, among others, (i) minority participations in the companies indicated in Schedule 0.2/1 (the "PARTICIPATIONS") and (ii) the entire share capital of certain legal entities listed in Schedule 0.2/2 (THE "SUBSIDIARIES"); WHEREAS, Seller intends to sell and transfer and Purchaser intends to purchase and acquire the Shares (as defined below), subject to the terms set forth hereinafter; WHEREAS, legal entities owned directly or indirectly by, or under common control of or with, Seller as listed in Schedule 0.4 ("SELLER'S AFFILIATES") carry out all marketing, selling and after sale activities and all ancillary activities thereto relating to the Brand in the USA, the United Kingdom, Spain, France, Germany, Singapore, Japan, Hong Kong, Malaysia, Taiwan (such activities being referred to as the "BUSINESS"), it being specified that Seller's Affiliates also conduct activities relating to other brands and businesses which are not covered by this Agreement; WHEREAS, Seller's Affiliates own inventories and fixed assets, hold trade receivables and assume trade payables and other liabilities directly connected to the Business; WHEREAS, in addition and together with the sale and transfer of the Shares, Seller intends to cause Seller's Affiliates to sell and transfer, and Purchaser intends to purchase and assume, and cause Purchaser's Affiliates to assume, certain inventories, fixed assets, trade receivables and trade payables and other liabilities directly relating to the Business on a going-concern basis, subject to the terms set forth hereinafter; WHEREAS, all other assets and liabilities, inventories, fixed assets, trade receivables and trade payables of Seller's Affiliates not exclusively relating to the Business, are not intended to be transferred and shall not be transferred to Purchaser nor to Purchaser's Affiliates hereunder; WHEREAS, in connection with such sale and transfer, Purchaser and/or, as the case may be, Purchaser's Affiliates will either by operation of law or on a voluntary basis hire certain employees previously involved in the Business; 2 / 54 {PAGE} NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: ARTICLE 1 DEFINITIONS The terms defined in this Article shall have the following meaning for all purposes of this Agreement: "ACCOUNTING POLICIES" shall have the meaning set forth in the definition of Accounting Principles; "ACCOUNTING PRINCIPLES" shall mean French GAAP and the accounting policies and methods, in all material respects in accordance with French GAAP, currently and from and after the year ended December 31, 2002 consistently applied on an ongoing concern basis for the preparation of the consolidated accounts of the Company and of the accounts of Seller's Affiliates, such accounting policies and methods being attached as Schedule 1.3 hereto (the "ACCOUNTING POLICIES"); for the purposes of this Agreement, in case of discrepancies, the Accounting Policies shall prevail over French GAAP and both shall prevail over consistency; "ADEQUATELY DISCLOSED", "ADEQUATE DISCLOSURE" shall, in the given context, mean that all relevant information and/or, as the case may be, all relevant documents disclosed by the Seller sufficiently set forth the relevant facts in a way that a diligent and knowledgeable third party, acting in good faith and reading the information and/or document in the same context and for the same purpose as the Purchaser, would be able to discern and understand the essential facts; "ADDITIONAL PERIOD" shall have the meaning set forth in Article 14.2 (III); "ADJUSTMENT" shall have the meaning set forth in Article 4.1; "AFFILIATE" shall mean with respect to any Person any other Person, directly or indirectly controlling, controlled by, or under common control with, such Person; "AGREEMENT" shall mean this Share Purchase and Transfer of Assets and Liabilities Agreement with all its Schedules; "AUDITED STATUTORY ACCOUNTS" shall mean the audited balance sheets and the profit and loss statements of each of the Group Companies as of December 31, 2002 as attached in Schedule 1.9 hereto; 3 / 54 {PAGE} "BRAND" shall have the meaning set forth in the Preamble; "BRAND SPECIFIC FIXED ASSETS" shall mean the transferable fixed assets relating exclusively to, and used exclusively in, the Business; "BUSINESS" shall have the meaning set forth in the Preamble; "BUSINESS ASSETS" shall have the meaning set forth in Article 3.1 provided, however, that as for the Business Assets situated in Spain and Malaysia this term shall include only Business Inventory; "BUSINESS CONTRACTS" shall mean all agreements, options, contracts, distributor agreements, sale representative agreements, leases, instruments, purchase orders, sale orders and commitments (including outstanding bids) relating exclusively to, and used exclusively in, the Business provided, however, that as for the Business in Spain and Malaysia, this term shall not include any Business Contracts; "BUSINESS DAY" shall mean any day on which banks are open for business in Geneva, Switzerland, in New York, USA and in Paris, France; "BUSINESS LIABILITIES" shall have the meaning set forth under Article 3.2 provided, however, that as for the Business in Spain and Malaysia, this term shall not include any Business Liabilities; "BUSINESS INVENTORY" shall mean all of the watches, semi-finished watches, components for watches, packaging, advertising and promotion materials and all other products relating to the sale of watches, including without limitation, gold and precious stones, relating exclusively to, and used exclusively in, or for, the Business and all Ebel watches and component parts for Ebel watches in the possession of any retail store owned or operated by any Seller's Affiliate; "BUSINESS OTHER OPERATING ASSETS" shall mean all of the transferable operating assets relating exclusively to, and used exclusively in, or for, the Business provided, however, that as for the Business in Spain and Malaysia, this term shall not include any Business Other Operating Assets; "BUSINESS OTHER OPERATING LIABILITIES" shall mean all of the transferable operating liabilities relating exclusively to the Business, excluding any third party debt for borrowed money provided, however, that as for the Business in Spain and Malaysia, this term shall not include any Business Other Operating Liabilities; 4 / 54 {PAGE} "BUSINESS TRADE RECEIVABLES" shall mean all rights and claims vis-a-vis any debtor relating exclusively to, and used exclusively in or for, the Business provided, however, that as for the Business in Spain and Malaysia, this term shall not include any Business Trade Receivables; "CAP" shall have the meaning set forth in Article 14.8 (II); "CAPTION" shall mean any accounting line contained in Schedule 1.68; "CARVED OUT ENTITIES" shall have the meaning set forth in Article 6.1; "CLOSING" shall mean the consummation of the transactions described in Articles 2 and 3 below in accordance with Article 7 below; "CLOSING DATE" shall mean March 1, 2004 or any other date as may be agreed upon between the Parties; "CLOSING TRANSFERRED BUSINESS ACCOUNT" shall mean the document showing the Transferred Business Net Assets of the Transferred Business as at February 29, 2004 midnight, as agreed upon by the Parties or, as the case may be, as determined by the Referee according to the terms and conditions set forth in Article 9; "COMPANIES TRADE INVENTORY" shall mean all of the watches, semi-finished watches, components for watches, packaging, advertising and promotion materials and all other products relating to the sale of watches, including without limitation, gold and precious stones owned by any of the Group Companies; "COMPANIES TRADE RECEIVABLES" shall mean all rights to receive trade payments from any debtor, including, but not limited to, credits, accounts receivable, claims in relation to principal, accrued and unpaid interest (including default interest, if any) and related guarantees as well as any other amount due by any debtor to any of the Group Companies; "COMPANY" shall have the meaning set forth in the Preamble; 424610	Movado Group Movado Group, Inc. ( Furniture & Fixtures ) As referenced in this Share Purchase and Transfer of Assets and Liabilities Agreement: Movado Group, Inc – Burki Rue de Nidau 35 CH-2501 Bienne with copy to Homburger Attn. Mr. Ueli Huber Weinbergstrasse 56/58 P.O. Box 338 CH-8035 Zurich and 47 / 54 {PAGE} Movado Group, Inc . attn. Mr. Richard Cote and Mr. Tim Michno 650 From Road USA - 07652 Paramus, NJ with copy to Paul, Weiss, Rifkind, Wharton & Garrison Att. Ms. Judith R. Thoyer 1285 _____________ Movado Group, Inc – ending December 31, 2003, 2002 and 2001 (and unaudited financial statements as of and for any interim periods prior to the Closing), for purposes of filings that Purchaser's Affiliate, Movado Group, Inc . ("MGI"), is required to make under the federal securities laws of the United States and/or the rules or regulations of the SEC (including, without limitation, any required income _____________ dt 1365779 ; LVMH Moet LVMH Moet Hennessy LV ( Conglomerates ) As referenced in this Share Purchase and Transfer of Assets and Liabilities Agreement: LVMH Moet Hennessy – including reasonable attorney fees) which a Party may suffer or incur in connection with any of the representations and warranties set forth in Articles 12 and 13; "LVMH" shall mean LVMH Moet Hennessy Louis Vuitton, 22 avenue Montaigne, 75008 Paris, France; "LVMH SINGAPORE" shall mean LVMH Watch and Jewellery Singapore PTE LTD; "MAIFOS SA" shall mean Maifos, 53 rue Sainte Anne, 75002 Paris, _____________ LVMH Moet Hennessy – NOTIFICATIONS 19.1 Notices or other communications required or permitted hereunder shall be delivered by registered mail, addressed as follows: For Seller: Sofidiv SAS attn. Mr. Patrick Houel c/o LVMH Moet Hennessy Louis Vuitton 22, avenue Montaigne 75008 Paris France with copy to: Mr. Bernard Kuhn LVMH Moet Hennessy Louis Vuitton 22, avenue Montaigne 75008 Paris France For Purchaser: Concord Watch Company _____________ LVMH Moet Hennessy – addressed as follows: For Seller: Sofidiv SAS attn. Mr. Patrick Houel c/o LVMH Moet Hennessy Louis Vuitton 22, avenue Montaigne 75008 Paris France with copy to: Mr. Bernard Kuhn LVMH Moet Hennessy Louis Vuitton 22, avenue Montaigne 75008 Paris France For Purchaser: Concord Watch Company S.A. attn Mr. Kurt Burki Rue de Nidau 35 CH-2501 Bienne with copy to Homburger _____________ dt 1385095 ;	Paul Weiss Paul, Weiss, Rifkind, Wharton & Garrison ( Legal ) As referenced in this Share Purchase and Transfer of Assets and Liabilities Agreement: Paul, Weiss – Box 338 CH-8035 Zurich and 47 / 54 {PAGE} Movado Group, Inc. attn. Mr. Richard Cote and Mr. Tim Michno 650 From Road USA - 07652 Paramus, NJ with copy to Paul, Weiss , Rifkind, Wharton & Garrison Att. Ms. Judith R. Thoyer 1285 Avenue of the Americas USA - 10018-6064 New York, NY 19.2 Such addresses may be changed, from time to _____________ dt 1336791
Preview Full Doc	2003	Letter Agreement Letter Agreement (6K) Doc #424621: Click preview link for longer preview. [FLEET LOGO] Mail Stop: NY EH 30902L 1185 Avenue of the Americas Commercial Banking New York, NY 10036 March 4, 2003 Movado Group, Inc. 650 From Road Paramus, NJ 07652 Dear Sir or Madam: We are pleased to advise you that Fleet National Bank, (the "Bank") hereby agrees to consider requests from Movado Group, Inc. (the "Company") from time to time, for short-term loans ("Loans") and documentary letters of credit for the importation of merchandise inventory ("Letters of Credit"). Please be advised that any extension of credit will be available at the sole discretion of the Bank subject to the following terms and conditions: Loan and Letters of Credit Requests: Each request for a Loan and/or Letter of Credit will be, at the Bank's option, reviewed by the Bank and an independent credit analysis and assessment will be made each time a request is received. As you know, however, the Bank shall be under no obligation whatsoever to make any loan or issue any Letter or Credit or otherwise extend credit to the Company. The Bank may respond to any request for a Loan or Letter of Credit for a stated amount with a Loan or Letter of Credit for a different amount, date or maturity, or may decline to respond entirely. Maximum Amount of Loans and Letters of Credit: The aggregate amount of Loans and Letters of Credit at any time outstanding shall not exceed $10,000,000 and the maximum amount of Letters of Credit at any time outstanding shall not exceed $1,000,000. Expiration and Maturity Date: Requests for extensions of credit must be made on or before June 19, 2003. All Loans will be payable on the earlier of demand by the Bank (which shall be in the sole and absolute discretion of the Bank) 424621	Movado Group Movado Group, Inc. ( Furniture & Fixtures ) As referenced in this Letter Agreement: Movado Group, Inc – OF CREDIT LETTER AGREEMENT {TEXT} {PAGE} EXHIBIT 10.27 [FLEET LOGO] Mail Stop: NY EH 30902L 1185 Avenue of the Americas Commercial Banking New York, NY 10036 March 4, 2003 Movado Group, Inc . 650 From Road Paramus, NJ 07652 Dear Sir or Madam: We are pleased to advise you that Fleet National Bank, (the "Bank") hereby agrees to consider requests from Movado _____________ Movado Group, Inc – Group, Inc. 650 From Road Paramus, NJ 07652 Dear Sir or Madam: We are pleased to advise you that Fleet National Bank, (the "Bank") hereby agrees to consider requests from Movado Group, Inc . (the "Company") from time to time, for short-term loans ("Loans") and documentary letters of credit for the importation of merchandise inventory ("Letters of Credit"). Please be advised that _____________ MOVADO GROUP, INC – forward to continuing our relationship. Very truly yours, FLEET NATIONAL BANK By: /s/ John C. Auth ----------------------------------- Name: John C. Auth Title: Vice President ACCEPTED AND AGREED ON MARCH 7, 2003 MOVADO GROUP, INC . By: /s/ Frank V. Kimick ------------------------------- Name: Frank V. Kimick Title: VP & Treasurer - 3 - {PAGE} Each of the guarantors indicated below hereby consents to this letter agreement and reaffirms its _____________ dt 1365782 ;	Fleet National Fleet National Bank ( Financial ) As referenced in this Letter Agreement: Fleet National Bank, – Americas Commercial Banking New York, NY 10036 March 4, 2003 Movado Group, Inc. 650 From Road Paramus, NJ 07652 Dear Sir or Madam: We are pleased to advise you that Fleet National Bank, (the "Bank") hereby agrees to consider requests from Movado Group, Inc. (the "Company") from time to time, for short-term loans ("Loans") and documentary letters of credit for the _____________ FLEET NATIONAL BANK – the Bank unless so signed and returned on or before such date. Please contact us if you have any questions. We look forward to continuing our relationship. Very truly yours, FLEET NATIONAL BANK By: /s/ John C. Auth ----------------------------------- Name: John C. Auth Title: Vice President ACCEPTED AND AGREED ON MARCH 7, 2003 MOVADO GROUP, INC. By: /s/ Frank V. Kimick ------------------------------- Name: Frank _____________ dt 1436567
Preview Full Doc	2004	For Immediate Release For Immediate Release (5K) Doc #424613: Click preview link for longer preview. CONTACT: Investor Relations: Suzanne Michalek Director of Corporate Communications 201-267-8000 Financial Dynamics Investor Relations: Melissa Myron Press: Stephanie Sampiere 212-850-5600 FOR IMMEDIATE . . . 424613	Movado Group Movado Group, Inc. ( Furniture & Fixtures )
Preview Full Doc	2001	Letter Agreement Re: Temporary Rental Agreement Letter Agreement Re: Temporary Rental Agreement (23K) Doc #122088: Click preview link for longer preview. December 21 , 2000 Movado Group, Inc. 125 Chubb Avenue Lyndhurst, New Jersey 07071 Subject: Temporary Rental of approximately 19,374 square feet on the second floor (north wing) at 300 Tice Boulevard, Woodcliff, Lake, New Jersey Dear Gentlemen: This is to confirm that we as "Lessor" have agreed to lease to you, and you as "Lessee" have agreed to hire from us, on a temporary basis, approximately 19,374 square feet on the second floor (north wing) at 300 Tice Boulevard, Woodcliff Lake, New Jersey ("Building") as per the plan attached hereto and made a part hereof ("Temporary Premises"). The parties acknowledge that, as of the date hereof, Lessee is in possession of and occupying the Temporary Premises under a sub-sublease with Merck-Medco ("Sublease"). Lessee hereby agrees to occupy the Temporary Premises from April 1, 2001 until June 30, 2001. The Temporary Premises shall be tendered to Lessee in their present "as is" condition, broom clean. Lessor shall perform no service and do no work other than that which is specifically set forth herein, and Lessee shall not make any material alterations or additions without the prior written permission of Lessor. Lessee hereby agrees to pay to Lessor as rent hereunder at the rate of THREE HUNDRED EIGHTY SEVEN THOUSAND FOUR HUNDRED EIGHTY AND 00/100 DOLLARS ($387,480.00) per annum, payable in equal monthly installments at the rate of THIRTY TWO THOUSAND TWO HUNDRED NINETY AND 00/100 DOLLARS ($32,290.00) per month. From and after occupancy, Lessor agrees to supply electric power to the Temporary Premises during the hours of 8:00a.m. to 6:00p.m. Monday through Friday and 8:00a.m. to 1:00p.m. on Saturdays (herein referred to as "Building Hours") at a cost of ONE AND 20/100 DOLLARS ($1.20) per year for each rentable square foot being leased hereunder, which amount shall be payable as "Additional Rent," in advance, in equal consecutive monthly installments on the first day of each and every month. The rental includes, and Lessor shall provide, all ordinary office cleaning, real estate taxes, grounds and structural maintenance (except window glass), elevator service, Building standard HVAC service and water for ordinary sanitary and janitorial purposes. Lessee agrees to maintain the interior of the Temporary Premises in good repair with contractors reasonably acceptable to Lessor, at Lessee's expense. Lessee shall be liable for any damage to the Temporary Premises or the mechanical systems, except for any damage caused by Lessor or any of Lessor's, agents, contractors, employees or representatives, normal wear and tear excepted. If Lessee fails reasonably to cure a default hereunder following written notice thereof and an opportunity to cure, Lessor may do so for Lessee and charge Lessee the reasonable cost thereof. Lessee shall not engage in any activity which would prevent nearby lessees from having the quiet enjoyment of their premises. Lessee shall comply with any non-discriminatory rules or regulations promulgated by Lessor for the common areas, grounds, access roads and the building of which the Temporary Premises are a part.* Lessee shall have the use of the same number of parking spaces as Lessee is currently using pursuant to the Sublease. Lessee shall not park vehicles overnight nor use the loading docks for any purpose other than loading and unloading. Except as otherwise provided herein, Lessee agrees to occupy the Temporary Premises at Lessee's sole risk, and will provide and keep in force during the term of this Agreement commercial general 122088	Movado Group Movado Group, Inc. ( Furniture & Fixtures ) As referenced in this Letter Agreement Re: Temporary Rental Agreement: Movado Group, – {DOCUMENT} {TYPE}EX-10.23 {SEQUENCE}4 {PAGE} 1 EXHIBIT 10.23 December 21 , 2000 Movado Group, Inc. 125 Chubb Avenue Lyndhurst, New Jersey 07071 Subject: Temporary Rental of approximately 19,374 square feet on the second floor (north _____________ MOVADO GROUP, – Cali Realty L.P., member By: Mack-Cali Realty Corporation, general partner By: Michael A. Grossman Executive Vice President Agreed and consented to MOVADO GROUP, INC. By:Richard Cote Authorized Signature -4- {PAGE} 5 Rules and Regulations 1. OBSTRUCTION OF PASSAGEWAYS: The sidewalks, entrance, passages, courts, elevators, _____________ dt 223888 ; Mack-Cali Realty Mack-Cali Realty Corp. ( Real Estate ) As referenced in this Letter Agreement Re: Temporary Rental Agreement: Mack-Cali Realty – to us. Upon being countersigned, we will return one copy to you for your files. 300 TICE REALTY ASSOCIATES L.L.C. By: Mack-Cali Realty L.P., member By: Mack-Cali Realty Corporation, general partner By: Michael A. Grossman Executive Vice President Agreed and consented to MOVADO GROUP, _____________ Mack-Cali Realty – return one copy to you for your files. 300 TICE REALTY ASSOCIATES L.L.C. By: Mack-Cali Realty L.P., member By: Mack-Cali Realty Corporation, general partner By: Michael A. Grossman Executive Vice President Agreed and consented to MOVADO GROUP, INC. By:Richard Cote Authorized Signature -4- { _____________ dt 110280 ;	Mack-Cali Realty Mack-Cali Realty LP ( Real Estate ) As referenced in this Letter Agreement Re: Temporary Rental Agreement: Mack-Cali Realty – to us. Upon being countersigned, we will return one copy to you for your files. 300 TICE REALTY ASSOCIATES L.L.C. By: Mack-Cali Realty L.P., member By: Mack-Cali Realty Corporation, general partner By: Michael A. Grossman Executive Vice President Agreed and consented to MOVADO GROUP, _____________ Mack-Cali Realty – return one copy to you for your files. 300 TICE REALTY ASSOCIATES L.L.C. By: Mack-Cali Realty L.P., member By: Mack-Cali Realty Corporation, general partner By: Michael A. Grossman Executive Vice President Agreed and consented to MOVADO GROUP, INC. By:Richard Cote Authorized Signature -4- { _____________ dt 219285 ; Merck & Co. Merck & Co., Inc. ( Pharmaceutical Preparations )
Preview Full Doc	2001	Note Purchase and Private Shelf Agreement Note Purchase and Private Shelf Agreement (244K) Doc #424643: Click preview link for longer preview. ================================================================================ MOVADO GROUP, INC. NOTE PURCHASE AND PRIVATE SHELF AGREEMENT $40,000,000 Private Shelf Facility Dated as of March 21, 2001 ================================================================================ {PAGE} 2 TABLE OF CONTENTS (not part of agreement) Page ---- 1. AUTHORIZATION OF ISSUE OF NOTES..........................................1 1A. AUTHORIZATION OF ISSUE OF SHELF NOTES................................1 2. PURCHASE AND SALE OF NOTES...............................................2 2A. PURCHASE AND SALE OF SHELF NOTES................................2 2A(1). FACILITY...........................................2 2A(2). ISSUANCE PERIOD....................................2 2A(3). PERIODIC SPREAD INFORMATION........................2 2A(4). REQUEST FOR PURCHASE...............................3 2A(5). RATE QUOTES........................................3 2A(6). ACCEPTANCE.........................................3 2A(7). MARKET DISRUPTION..................................4 2A(8). FACILITY CLOSINGS..................................4 2A(9). FEES...............................................5 2A(9)(i). FACILITY FEE.......................................5 2A(9)(ii). ISSUANCE FEE.......................................5 2A(9)(iii). DELAYED DELIVERY FEE...............................5 2A(9)(iv). CANCELLATION FEE...................................5 3. CONDITIONS OF CLOSING....................................................6 3A. CERTAIN DOCUMENTS...............................................6 3B. REPRESENTATIONS AND WARRANTIES; NO DEFAULT......................7 3C. PURCHASE PERMITTED BY APPLICABLE LAWS...........................7 3D. APPROVALS AND CONSENTS..........................................8 3E. PAYMENT OF FEES.................................................8 3F. INSURANCE CERTIFICATE...........................................8 3G. SUBSIDIARY GUARANTEE............................................8 4. PREPAYMENTS..............................................................8 4A. REQUIRED PREPAYMENTS OF SHELF NOTES.............................9 4B. OPTIONAL PREPAYMENTS............................................9 4C. NOTICE OF OPTIONAL PREPAYMENT...................................9 4D. APPLICATION OF PREPAYMENTS......................................9 4E. RETIREMENT OF NOTES.............................................9 4F. PURCHASES OF NOTES BY THE COMPANY...............................9 4G. CANCELLATION OF NOTES..........................................10 5. AFFIRMATIVE COVENANTS...................................................11 5A. FINANCIAL STATEMENTS...........................................11 5B. INFORMATION REQUIRED BY RULE 144A..............................12 5C. INSPECTION OF PROPERTY; BOOKS AND RECORDS......................13 5D. MAINTENANCE OF PROPERTIES......................................13 5E. MAINTENANCE OF INSURANCE.......................................13 5F. COMPLIANCE WITH ENVIRONMENTAL LAWS.............................13 i {PAGE} 3 5G. ERISA NOTICES..................................................14 5H. PAYMENT OF TAXES AND CLAIMS....................................14 5I. CORPORATE EXISTENCE, ETC.......................................15 5J. COMPLIANCE WITH LAWS, ETC......................................15 5K. COVENANT TO SECURE NOTES EQUALLY...............................15 5L. COVENANT TO MAINTAIN BUSINESS..................................15 6. NEGATIVE COVENANTS......................................................16 6A. MAINTENANCE OF CONSOLIDATED NET WORTH..........................16 6B. LIMITATIONS ON LIENS...........................................16 6C. LIMITATIONS ON DEBT............................................17 6D. LIMITATIONS ON PRIORITY DEBT...................................18 6E. MERGER, CONSOLIDATION, SALE OR TRANSFER OF ASSETS..............18 6F. SALES OF ASSETS................................................19 6G. DISPOSITION OF SUBSIDIARY STOCK................................19 6H. LIMITATION ON RESTRICTIONS ON SUBSIDIARY DIVIDENDS AND OTHER DISTRIBUTIONS........................................20 6I. SALE AND LEASE-BACK TRANSACTIONS...............................20 6J. TRANSACTIONS WITH AFFILIATES...................................20 6K. SUBSIDIARIES...................................................21 6L. INTEREST COVERAGE RATIO........................................21 7. DEFAULTS; REMEDIES......................................................21 7A. EVENTS OF DEFAULT..............................................21 7B. RESCISSION OF ACCELERATION.....................................25 7C. NOTICE OF ACCELERATION OR RESCISSION...........................25 7D. OTHER REMEDIES.................................................25 8. REPRESENTATIONS, COVENANTS AND WARRANTIES...............................25 8A. ORGANIZATION; AUTHORITY; ENFORCEABILITY........................26 8B. BUSINESS; FINANCIAL STATEMENTS.................................26 8C. ACTIONS PENDING................................................27 8D. OUTSTANDING DEBT...............................................27 8E. CONFLICTING AGREEMENTS AND OTHER MATTERS.......................27 8F. TITLE TO PROPERTIES............................................27 8G. PATENTS, LICENSES, FRANCHISES, ETC.............................28 8H. TAXES..........................................................28 8I. OFFERING OF NOTES..............................................28 8J. REGULATION U, ETC..............................................29 8K. ERISA..........................................................29 8L. ENVIRONMENTAL COMPLIANCE.......................................30 8M. PROCEEDS OF FINANCING..........................................31 8N. GOVERNMENTAL CONSENT...........................................31 8O. COMPLIANCE; DEFAULT............................................31 8P. INVESTMENT COMPANY ACT.........................................31 8Q. PUBLIC UTILITY HOLDING COMPANY ACT.............................31 8R. FOREIGN ASSETS CONTROL REGULATIONS.............................31 8S. DISCLOSURE.....................................................31 8T. HOSTILE TENDER OFFERS..........................................32 ii {PAGE} 4 9. REPRESENTATIONS OF THE PURCHASERS.......................................32 9A. NATURE OF PURCHASE.............................................32 9B. SOURCE OF FUNDS................................................32 10. DEFINITIONS AND ACCOUNTING MATTERS......................................32 10A. YIELD-MAINTENANCE TERMS........................................32 10B. OTHER DEFINED TERMS............................................33 10C. ACCOUNTING TERMS AND DETERMINATIONS............................46 11. MISCELLANEOUS...........................................................46 11A. NOTE PAYMENTS..................................................46 11B. EXPENSES.......................................................47 11C. CONSENT TO AMENDMENTS..........................................47 11D. FORM, REGISTRATION, TRANSFER AND EXCHANGE OF NOTES; LOST NOTES........................................................48 11E. PERSONS DEEMED OWNERS; PARTICIPATIONS..........................49 11F. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT......................................................49 11G. SUCCESSORS AND ASSIGNS.........................................49 11H. INDEPENDENCE OF COVENANTS......................................49 11I. NOTICES........................................................49 11J. PAYMENTS DUE ON NON-BUSINESS DAYS..............................50 11K. SATISFACTION REQUIREMENT.......................................50 11L. GOVERNING LAW..................................................50 11M. SEVERABILITY...................................................50 11N. DESCRIPTIVE HEADINGS...........................................50 11O. COUNTERPARTS...................................................50 11P. CONFIDENTIALITY................................................51 iii {PAGE} 5 Exhibits and Schedules Purchaser Schedule Information Schedule Disclosure Schedules: Schedule 6H -- Restrictions on Subsidiary Dividends and Other Distributions Schedule 6J -- Transactions with Affiliates Schedule 8A -- List of Subsidiaries Schedule 8C -- Pending Actions Schedule 8D -- Outstanding Debt Schedule 8E -- Agreements Restricting Debt Schedule 8F -- Liens on Properties Schedule 8K -- ERISA Matters Schedule 8L -- Environmental Compliance Exhibit A -- Form of Shelf Note Exhibit B -- Form of Request for Purchase Exhibit C -- Form of Confirmation of Acceptance Exhibit D -- Form of Guarantee Exhibit E-1 -- Form of Opinion of Company/Subsidiary Guarantor Counsel, Effective Date Exhibit E-2(A) -- Form of Opinion of Company Counsel, Shelf Note Closing Day Exhibit E-2(B) -- Form of Opinion of Paul, Weiss, Rifkind, Wharton & Garrison, Shelf Note Closing Day iv {PAGE} 6 EXECUTION COPY MOVADO GROUP, INC. 125 CHUBB AVENUE LYNDHURST, NJ 07071 As of March 21, 2001 The Prudential Insurance Company of America (herein called "PRUDENTIAL") Each Prudential Affiliate (as hereinafter defined) which becomes bound by certain provisions of this Agreement as hereinafter provided (together with Prudential, the "PURCHASERS") c/o Prudential Capital Group 1114 Avenue of the Americas, 30th Floor New York, New York 10036 Ladies and Gentlemen: The undersigned, Movado Group, Inc., a New York corporation (herein called the "COMPANY"), hereby agrees with you as follows: 1. AUTHORIZATION OF ISSUE OF NOTES. 1A. AUTHORIZATION OF ISSUE OF SHELF NOTES. The Company will authorize the issue of its senior promissory notes (the "SHELF NOTES") in the aggregate principal amount of $40,000,000, to be dated the date of issue thereof, to mature, in the case of each Shelf Note so issued, no more than 12 years after the date of original issuance thereof, to have an average life, in the case of each Shelf Note so issued, of no more than 10 years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to paragraph 2A(6), and to be substantially in the form of Exhibit A attached hereto. The terms "SHELF NOTE", "SHELF NOTES", "NOTE" and "NOTES", as used herein shall include each Shelf Note delivered pursuant to any provision of this Agreement and each Shelf Note delivered in substitution or exchange for any such Shelf Note pursuant to any such provision. Notes which have (i) the same final maturity, (ii) the same principal prepayment dates, (iii) the same principal prepayment amounts (as a percentage of the original principal amount of each Note), (iv) the same interest rate, (v) the same interest payment periods and (vi) the same date of issuance (which, in the case of a Note issued in exchange for another Note, shall be deemed for these purposes the date on which such Note's ultimate predecessor Note was issued), are herein called a "SERIES" of Notes. {PAGE} 7 2. PURCHASE AND SALE OF SHELF NOTES. 2A(1). FACILITY. Prudential is willing to consider, in its sole discretion and within limits which may be authorized for purchase by Prudential and Prudential Affiliates from time to time, the purchase of Shelf Notes pursuant to this Agreement. The willingness of Prudential to consider such purchase of Shelf Notes is herein called the "FACILITY". At any time, the aggregate principal amount of Shelf Notes stated in paragraph 1A, minus the aggregate principal amount of Shelf Notes purchased and sold pursuant to this Agreement prior to such time, minus the aggregate principal amount of Accepted Notes (as hereinafter defined) which have not yet been purchased and sold hereunder prior to such time, is herein called the "AVAILABLE FACILITY AMOUNT" at such time. NOTWITHSTANDING THE WILLINGNESS OF PRUDENTIAL TO CONSIDER PURCHASES OF SHELF NOTES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER PRUDENTIAL NOR ANY PRUDENTIAL AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE SHELF NOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF SHELF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY PRUDENTIAL OR ANY PRUDENTIAL AFFILIATE. NOTWITHSTANDING THE WILLINGNESS OF THE COMPANY TO CONSIDER SALES OF SHELF NOTES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT THE COMPANY SHALL NOT BE OBLIGATED TO MAKE OFFERS TO SELL SHELF NOTES, OR TO REQUEST RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC SALES OF SHELF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY THE COMPANY. 2A(2). ISSUANCE PERIOD. Shelf Notes may be issued and sold pursuant to this Agreement until the earlier of (i) the third anniversary of the date of this Agreement (or if such anniversary is not a Business Day, the Business Day next preceding such anniversary) and (ii) the thirtieth day after Prudential shall have given to the Company, or the Company shall have given to Prudential, a written notice stating that it elects to terminate the issuance and sale of Shelf Notes pursuant to this Agreement (or if such thirtieth day is not a Business Day, the Business Day next preceding such thirtieth day). The period during which Shelf Notes may be issued and sold pursuant to this Agreement is herein called the "ISSUANCE PERIOD". 2A(3). PERIODIC SPREAD INFORMATION. Not later than 9:30 A.M. (New York City local time) on a Business Day during the Issuance Period if there is an Available Facility Amount on such Business Day, the Company may request by telecopier or telephone, and Prudential will, to the extent reasonably practicable, provide to the Company on such Business Day (or, if such request is received after 9:30 A.M. (New York City local time) on such Business Day, on the following Business Day), information (by telecopier or telephone followed by telecopier notice, if requested by the Company) with respect to various spreads at which Prudential or Prudential Affiliates might be interested in purchasing Shelf Notes of different average lives; provided, however, that the Company may not make such requests more frequently than once in every five Business Days or such other period as shall be mutually agreed to by the Company and Prudential. The amount and content of information so provided shall be in the sole discretion of Prudential but it is the intent of Prudential to provide information which will be of use to the Company in determining whether to initiate procedures for use of the Facility. Information so provided shall not constitute an offer to purchase Shelf Notes, and neither Prudential nor any 424643	Movado Group Movado Group, Inc. ( Furniture & Fixtures ) As referenced in this Note Purchase and Private Shelf Agreement: MOVADO GROUP, INC – {DOCUMENT} {TYPE}EX-4.4 {SEQUENCE}2 {FILENAME}y48189ex4-4.txt {DESCRIPTION}NOTE PURCHASE AND PRIVATE SHELF AGREEMENT {TEXT} {PAGE} 1 Exhibit 4.4 EXECUTION COPY ================================================================================ MOVADO GROUP, INC . NOTE PURCHASE AND PRIVATE SHELF AGREEMENT $40,000,000 Private Shelf Facility Dated as of March 21, 2001 ================================================================================ {PAGE} 2 TABLE OF CONTENTS (not part of agreement) Page ---- 1. _____________ MOVADO GROUP, INC – Opinion of Company Counsel, Shelf Note Closing Day Exhibit E-2(B) -- Form of Opinion of Paul, Weiss, Rifkind, Wharton & Garrison, Shelf Note Closing Day iv {PAGE} 6 EXECUTION COPY MOVADO GROUP, INC . 125 CHUBB AVENUE LYNDHURST, NJ 07071 As of March 21, 2001 The Prudential Insurance Company of America (herein called "PRUDENTIAL") Each Prudential Affiliate (as hereinafter defined) which becomes bound _____________ Movado Group, Inc – as hereinafter provided (together with Prudential, the "PURCHASERS") c/o Prudential Capital Group 1114 Avenue of the Americas, 30th Floor New York, New York 10036 Ladies and Gentlemen: The undersigned, Movado Group, Inc ., a New York corporation (herein called the "COMPANY"), hereby agrees with you as follows: 1. AUTHORIZATION OF ISSUE OF NOTES. 1A. AUTHORIZATION OF ISSUE OF SHELF NOTES. The Company _____________ Movado Group, Inc – holder in care of the last holder of such Note which shall have so specified an address to the Company and (iii) if to the Company, addressed to it at Movado Group, Inc ., 300 Tice Boulevard, Woodcliff Lake, New Jersey 07675, Attention: Richard J. Cote, Executive Vice President Finance and Administration, phone number (201) 460-3863, fax number (201) 460-4880, with _____________ Movado Group, Inc – Boulevard, Woodcliff Lake, New Jersey 07675, Attention: Richard J. Cote, Executive Vice President Finance and Administration, phone number (201) 460-3863, fax number (201) 460-4880, with a copy to Movado Group, Inc ., 125 Chubb Avenue, Lyndhurst, NJ 07071, Attention: Timothy F. Michno, General Counsel, phone number (201) 460-3792, fax number (201) 460-4857, provided, however, that any such communication to _____________ dt 1365786 ; BNY Bank of New York ( Money Center Banks ) As referenced in this Note Purchase and Private Shelf Agreement: Bank of New York, – the Lenders signatory thereto, The Chase Manhattan Bank, as 37 {PAGE} 43 Administrative Agent, Swingline Bank and Issuing Bank thereunder, Fleet Bank, N.A., as Syndication Agent thereunder and The Bank of New York, as Documentation Agent thereunder, as amended, together with any substitute or successor agreement. "CURRENT DEBT" shall mean without duplication any Debt Obligation (other than Funded Debt) payable on demand _____________ Bank of New York – per annum from time to time equal to the greater of (i) 2% over the Interest Rate specified above or (ii) 2% over the rate of interest publicly announced by Bank of New York from time to time in New York City as its Prime Rate. Payments of principal, Yield Maintenance Amount, if any, and interest are to be made at the main office _____________ Bank of New York – time to time in New York City as its Prime Rate. Payments of principal, Yield Maintenance Amount, if any, and interest are to be made at the main office of Bank of New York in New York City or at such other place as the holder hereof shall designate to the Company in writing, in lawful money of the United States of America. This _____________ dt 1584103 ; Chase Manhattan Chase Manhattan Bank ( Financial ) As referenced in this Note Purchase and Private Shelf Agreement: Chase Manhattan Bank, – from the exploitation by the Company of its trademarks. "CREDIT AGREEMENT" shall mean the Credit Agreement dated as of June 22, 2000 among the Company, the Lenders signatory thereto, The Chase Manhattan Bank, as 37 {PAGE} 43 Administrative Agent, Swingline Bank and Issuing Bank thereunder, Fleet Bank, N.A., as Syndication Agent thereunder and The Bank of New York, as Documentation Agent _____________ dt 1425720 ;	Fleet Bank Fleet Bank, NA ( Financial ) As referenced in this Note Purchase and Private Shelf Agreement: Fleet Bank, N.A. – Agreement dated as of June 22, 2000 among the Company, the Lenders signatory thereto, The Chase Manhattan Bank, as 37 {PAGE} 43 Administrative Agent, Swingline Bank and Issuing Bank thereunder, Fleet Bank, N.A. , as Syndication Agent thereunder and The Bank of New York, as Documentation Agent thereunder, as amended, together with any substitute or successor agreement. "CURRENT DEBT" shall mean without duplication _____________ dt 1382667 ; Paul Weiss Paul, Weiss, Rifkind, Wharton & Garrison ( Legal ) As referenced in this Note Purchase and Private Shelf Agreement: Paul, Weiss – Opinion of Company/Subsidiary Guarantor Counsel, Effective Date Exhibit E-2(A) -- Form of Opinion of Company Counsel, Shelf Note Closing Day Exhibit E-2(B) -- Form of Opinion of Paul, Weiss , Rifkind, Wharton & Garrison, Shelf Note Closing Day iv {PAGE} 6 EXECUTION COPY MOVADO GROUP, INC. 125 CHUBB AVENUE LYNDHURST, NJ 07071 As of March 21, 2001 The Prudential Insurance _____________ Paul, Weiss – counsel designated by the Company and acceptable to the Purchaser(s), and (b) any Closing Day, a favorable opinion of Timothy F. Michno, Esq., General Counsel of the Company and Paul, Weiss , Rifkind, Wharton & Garrison, special counsel to the Company (or such other counsel designated by the Company and acceptable to the Purchaser(s)). Each such opinion shall be satisfactory to _____________ dt 1336793

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