Exhibit 10.3
AMENDED AND RESTATED STOCK PLEDGE AGREEMENT
THIS AMENDED AND RESTATED STOCK PLEDGE AGREEMENT (this "Agreement") is entered
into as of November 19, 2008, between FOSSIL, INC., a Delaware corporation
("Pledgor"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking
association ("Pledgee").
1.
IN CONSIDERATION OF ANY EXTENSION OF
CREDIT HERETOFORE OR HEREAFTER MADE BY PLEDGEE TO FOSSIL PARTNERS, L.P., A TEXAS
LIMITED PARTNERSHIP ("BORROWER"), AND AS COLLATERAL SECURITY FOR AND TO SECURE
THE PROMPT PAYMENT AND PERFORMANCE IN FULL OF ALL SECURED OBLIGATIONS
(HEREINAFTER DEFINED), PLEDGOR UNDERTAKES TO ASSIGN AND GRANT TO PLEDGEE, AND
HEREBY ASSIGNS TO PLEDGEE AND GRANTS TO PLEDGEE, A CONTINUING SECURITY INTEREST
IN SIXTY-FIVE PERCENT (65%) OF ALL ISSUED AND OUTSTANDING SHARES OF CAPITAL
STOCK AND OTHER EQUITY INTERESTS (INCLUDING, WITHOUT LIMITATION, ALL SHARES OF
CAPITAL STOCK OR OTHER EQUITY INTERESTS REPRESENTED BY THE CERTIFICATES
IDENTIFIED ON SCHEDULE I ATTACHED HERETO) OF EACH OF FOSSIL EUROPE B.V., FOSSIL
HOLDINGS (GIBRALTAR) LTD. AND SWISS TECHNOLOGY HOLDING GMBH (EACH INDIVIDUALLY,
A "PLEDGED SUBSIDIARY" AND COLLECTIVELY, THE "PLEDGED SUBSIDIARIES"), WHETHER
NOW OR HEREAFTER ISSUED BY ANY PLEDGED SUBSIDIARY, TOGETHER WITH ALL PROCEEDS,
PRODUCTS AND INCREASES THEREOF AND SUBSTITUTIONS AND REPLACEMENTS THEREFOR
(COLLECTIVELY, THE "COLLATERAL").
AS USED HEREIN, THE TERM "SECURED
OBLIGATIONS" SHALL MEAN AND INCLUDE ANY AND ALL INDEBTEDNESS, OBLIGATIONS AND
LIABILITIES OF EVERY KIND AND CHARACTER OF BORROWER AND/OR PLEDGOR TO PLEDGEE,
WHETHER NOW EXISTING OR HEREAFTER ARISING, WHETHER DUE AND OWING OR TO BECOME
DUE AND OWING, HOWSOEVER CREATED OR ARISING OR EVIDENCED, WHETHER JOINT OR
SEVERAL, OR JOINT AND SEVERAL, WHETHER ABSOLUTE OR CONTINGENT, AND ALL RENEWALS,
EXTENSIONS AND REARRANGEMENTS OF SUCH INDEBTEDNESS, OBLIGATIONS OR LIABILITIES,
INCLUDING ANY AND ALL AMOUNTS OWING OR WHICH MAY HEREAFTER BECOME OWING THEREON
OR IN CONNECTION THEREWITH, INCLUDING, WITHOUT LIMITATION, ANY AND ALL AMOUNTS
OF PRINCIPAL, INTEREST, ATTORNEYS' FEES, COSTS OF COLLECTION AND OTHER AMOUNTS
OWING THEREUNDER.
IN ADDITION TO AND WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, PLEDGOR AND PLEDGEE HEREBY EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE
SECURED OBLIGATIONS SHALL INCLUDE, WITHOUT LIMITATION, (A) ALL LOANS AND OTHER
INDEBTEDNESS AT ANY TIME AND FROM TIME TO TIME OWED OR OWING BY BORROWER TO
PLEDGEE UNDER OR IN CONNECTION WITH (I) THAT CERTAIN LOAN AGREEMENT DATED AS OF
SEPTEMBER 23, 2004, BY AND AMONG BORROWER, CERTAIN OTHER ENTITIES AFFILIATED
WITH BORROWER, AS GUARANTORS, AND PLEDGEE, AS SUCH LOAN AGREEMENT HAS BEEN
AMENDED AND MAY BE AMENDED, INCREASED, MODIFIED, SUPPLEMENTED, RENEWED,
EXTENDED, RESTATED OR REPLACED FROM TIME TO TIME (THE "LOAN AGREEMENT") AND ANY
OTHER LOAN AGREEMENT, CREDIT AGREEMENT OR OTHER CREDIT FACILITY WITH BORROWER AT
ANY TIME AND FROM TIME TO TIME, AND (II) THAT CERTAIN FIFTH AMENDED AND RESTATED
REVOLVING LINE OF CREDIT NOTE DATED NOVEMBER 19, 2008, IN THE MAXIMUM ORIGINAL
PRINCIPAL AMOUNT OF $140,000,000 MADE BY BORROWER PAYABLE TO THE ORDER OF
PLEDGEE, AS SUCH PROMISSORY NOTE MAY BE AMENDED, INCREASED, MODIFIED,
SUPPLEMENTED, RENEWED, EXTENDED, RESTATED OR REPLACED FROM TIME TO TIME (THE
"NOTE") AND ANY OTHER PROMISSORY NOTE EXECUTED BY BORROWER AND PAYABLE TO