First Amendment to Pledge Agreement



 Exhibit 10.41 
 FIRST AMENDMENT TO PLEDGE AGREEMENT 
 This First Amendment to Pledge
Agreement (“First Amendment”) is made as of August 15, 2011, by and between FOSSIL, INC. (the “Pledgor”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacities as administrative agent for the Lenders and
as collateral agent for the Secured Parties (the “Administrative Agent”). 
 R E C I
T A L S: 
 A. The Pledgor and the Administrative Agent have entered into that certain Pledge
Agreement dated as of December 17, 2010 (as modified or amended, the “Pledge Agreement”) pursuant to which the Pledgor pledged and granted a security interest to Administrative Agent in the Collateral as security for the
payment and performance of the Obligations, which Collateral includes, without limitation, the Capital Stock of certain Subsidiaries owned by the Pledgor. 
 B. The Pledgor has recently acquired all of the issued and outstanding Capital Stock of Fossil (East) Limited, which Subsidiary is a Material First-Tier Foreign Subsidiary organized under the laws of the
Hong Kong Special Administrative Region. In accordance with Section 9.11(b) of the Credit Agreement, the Pledgor is required to deliver to the Administrative Agent a pledge of, and a security interest in, sixty-five percent (65%) of the
total Capital Stock of Fossil (East) Limited as security for the Obligations. The Pledgor and the Administrative Agent desire to amend the Pledge Agreement to effectuate such pledge and security interest. 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows: 
 1. Amendment to Exhibit A. Exhibit A of the Pledge Agreement is hereby amended and
restated to read in its entirety as set forth on First Amendment Exhibit A attached hereto and incorporated herein by reference. 
 2. Miscellaneous. This First Amendment shall be part of the Pledge Agreement, the terms of which are incorporated herein. Capitalized terms used herein and not otherwise defined shall have the same
meanings as set forth in the Pledge Agreement (or, if not defined in the Pledge Agreement, shall have the same meanings as referred to in the Pledge Agreement). This First Amendment may be executed in counterparts, which counterparts, when so
executed and delivered, shall together constitute but one original. Any signature to a counterpart transmitted via facsimile or electronically shall be effective as an original. 







 IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to
be effective as of the date above written. 
  

			
	 THE PLEDGOR:
  

FOSSIL, INC.

		
	By:	 	/s/ Mike L. Kovar
	Name:	 	Mike L. Kovar
	Title:	 	EVP and CFO


 
			
	
	 THE PLEDGED SUBSIDIARIES:
  

FOSSIL EUROPE B.V.

		
	By:	 	/s/ Hans-Peter Gehmacher
	Name:	 	Hans-Peter Gehmacher
	Title:	 	Managing Director


 
			
	
	SWISS TECHNOLOGY HOLDING GMBH
		
	By:	 	/s/ Hans-Peter Gehmacher
	Name:	 	Hans-Peter Gehmacher
	Title:	 	Chairman


 
			
	
		
	By:	 	/s/ Martin Frey
	Name:	 	Martin Frey
	Title:	 	Managing Director









  

			
	FOSSIL (EAST) LIMITED
		
	By:	 	/s/ Randy Charles Belcher
	Name:	 	BELCHER Randy Charles
	Title:	 	Director


 
			
	
	 THE ADMINISTRATIVE AGENT:
  

WELLS FARGO BANK, NATIONAL ASSOCIATION

		
	By:	 	/s/ Thomas J. Krueger
	Name:	 	Thomas J. Krueger
	Title:	 	Senior Vice President









 FIRST AMENDMENT EXHIBIT A 

EXHIBIT A 

CAPITAL STOCK 
  

											
	 Owner
	  	 Pledged Subsidiary
	  	 Class of

Capital Stock
	  	 No. of Shares,
Interests or Units
Issued
and
Outstanding
	  	 No. of Shares,
Interests or Units
Pledged
hereunder
	  	 Percentage of

Total Issued

and

Outstanding

Shares,

Interests or

Units Pledged
hereunder

	 Fossil, Inc.
	  	Fossil Europe B.V.	  	Common Equity	  	32,355	  	21,031 Capital Shares numbered 1 through and including 21,031, each of a nominal value of NL6100	  	65%
						
	 Fossil, Inc.
	  	Swiss Technology Holding GmbH	  	Common Equity	  	Capital Shares of par value CHF 120’000	  	Capital Share (Stammanteil) no. 1, par value CHF 78’000	  	65%
						
	 Fossil, Inc.
	  	Fossil (East) Limited	  	Ordinary Shares	  	10,000, par value HK $1.00 per share	  	6,500 (currently evidenced by Certificate No. 12), par value HK $1.00 per share	  	65%