<PAGE>
EXHIBIT 4.5
EXECUTION COPY
EXECUTION COPY
AMENDMENT TO
NOTE PURCHASE AND
PRIVATE SHELF AGREEMENT
THIS AMENDMENT
(this "Amendment") TO THAT CERTAIN Note Purchase and Private
Shelf Agreement, dated as of March 21, 2001
(herein called the "Note
Agreement"), between The Prudential
Insurance Company of America ("Prudential")
and Movado Group, Inc., a New York
corporation (the "Company"), IS ENTERED INTO
as of March 21, 2004, by the Purchasers (as
defined in the Note Agreement) and
the Company.
WHEREAS, the
Company and the Purchasers party thereto have executed and
delivered the Note Agreement;
WHEREAS, Movado
Retail Group, Inc., a New Jersey corporation and successor
by merger with SwissAm, Inc. ("MRG"), and
Movado LLC, a Delaware limited
liability company ("Movado LLC", and
together, with MRG, the "Guarantors"), have
each guaranteed the obligations of the
Company under the Note Agreement;
WHEREAS,
capitalized terms used herein and not otherwise defined shall
have
the meanings set forth in the Note
Agreement; and
WHEREAS, the
Company has requested the amendment of certain provisions of
the Note Agreement, and the Purchasers have
indicated their willingness to agree
to such amendments subject to certain
limitations and conditions, as provided
for herein;
NOW, THEREFORE,
in consideration of the foregoing premises, the mutual
covenants and agreements contained herein,
and other good and valuable
consideration, the parties hereto agree as
follows:
1. Amendments to Note Agreement. The
Purchasers and the Company hereby agree
as follows:
(a) The Note
Agreement is hereby amended by deleting the text in clause (i)
of Paragraph 2A(2) which reads "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 replacing
it with the following text in its
entirety: "March 21, 2007".
(b) The Note
Agreement is hereby amended by deleting the heading of
Paragraph 6C which reads "Limitations on
Debt" and replacing it with
"Limitations on the Incurrence of
Debt."
(c) The Note
Agreement is hereby amended by amending and restating
Paragraph 6D as follows:
"6D Limitations
on Debt. The Company covenants that it will not permit, at
any time,
(i) Priority
Debt to exceed 20% of Consolidated Total Capitalization; and
<PAGE>
(ii) the sum of
aggregate amount of Consolidated Funded Debt and Excess
Current Debt to exceed 55% of the sum of
Consolidated --- Total Capitalization
and Excess Current Debt."
(d) The Note
Agreement is hereby amended by amending and restating clause
(i) of the definition of "Reinvestment
Yield" set forth in Paragraph 10A thereof
and as follows:
"(i) the yield(s) reported as of 10:00 A.M. (New York City time)
on
the Business Day preceding the Settlement Date with respect to
such
Called Principal, on the display designated as "PX1" on the
Bloomberg
Financial Markets Services Screen (or such other display as may
replace page "PX1" on the Bloomberg Financial Markets Services
Screen)
for actively traded U.S. Treasury securities having a maturity
equal
to the Remaining Average Life of such Called Principal as of
such
Settlement Date,"
2. Representations and Warranties of the
Company. The Company hereby:
----------------------------------------------
(a) Repeats (and
confirms as true and correct) as of the date hereof, for
the Purchasers' benefit, each of the
representations and warranties set forth in
Paragraphs 8A, 8C, 8E, 8G, 8H, 8I, 8J, 8K,
8L, 8M, 8N, 8O, 8P, 8Q, 8R, 8S and 8T
of the Note Agreement, and further agrees
that by this reference such
representations and warranties are hereby
incorporated herein (as though set
forth herein) in their entirety;
(b) Further
represents and warrants as of the date hereof that:
(i) no Default or Event of Default has occurred and is
continuing;
(ii)
the Company and the Guarantors have the corporate or equivalent
power to execute
and deliver this Amendment, and to perform the provisions
hereof, and this
Amendment has been duly authorized by all necessary
corporate or
equivalent action on the part of each such Person;
(iii) this Amendment has been duly executed and delivered by
the
Company and the
Guarantors and constitutes such Person's legal, valid and
binding
obligation, enforceable in accordance with its terms, except as
such
enforceability may be limited (x) by general principles of equity
and
conflicts of
laws or (y) by bankruptcy, reorganization, insolvency,
moratorium or
other laws of general application relating to or affecting
the enforcement,
of creditors' rights;
(iv) no consent, approval, authorization or order of, or
filing,
registration or
qualification with, any court or administrative or
governmental
body or third party is required in connection with the
execution,
delivery or performance by such Person of this Amendment;
(v) the Company has furnished Prudential with the audited
consolidated
and
consolidating balance sheets of the Company and its Subsidiaries
at
January 31,
2001, January 31, 2002 and January 31, 2003 and the related
consolidated and
consolidating statements of income and cash flows and
changes in
shareholders' equity for each of the years in the three-year
period ended
January 31, 2003, all reported on by
2
<PAGE>
PriceWaterhouseCoopers LLP; and
the unaudited consolidated balance sheets of
the Company and
its Subsidiaries at October 31, 2003 and the related
consolidated and
consolidating statements of income and cash flows and
changes in
shareholders' equity for the nine months ended October 31, 2002
and October 31,
2003. All of such financial statements (including any
related
schedules and/or notes) are true and correct in all material
respects
(subject, as to interim statements, to changes resulting from
audits and
year-end adjustments) and fairly present the consolidated
financial
position and the consolidated results of the operations and
consolidated
cash flows of the corporations described therein at the dates
and for the
periods shown, all in conformity with generally accepted
accounting
principles applied on a consistent basis (except as otherwise
stated therein
or in the notes thereto stated) throughout the periods
involved. None
of the Company and its Subsidiaries has any contingent
liabilities,
liabilities for taxes, unusual forward or long-term
commitments or
unrealized or anticipated losses from any unfavorable
commitments
which are substantial and material in amount in relation to the
consolidated
financial condition of the Company, except as referred to or
reflected or
provided for in the financial statements. Since January 31,
2003, (i) there
has been no cha
