EXHIBIT 10.47 **
Execution Copy
DATED
May
1, 2007
SWICO LIMITED
and
MOVADO GROUP, INC.
and
MGS DISTRIBUTION LIMITED
____________________________________________
JOINT VENTURE AGREEMENT
____________________________________________
** CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED FROM:
(1)
THE FOLLOWING PAGES OF THE FOUR DISTRIBUTORSHIP AGREEMENTS ANNEXED HERETO
COLLECTIVELY AS ANNEX B: TOMMY HILFIGER AGREEMENT - PAGES 6 AND 18; JUICY
COUTURE AGREEMENT - PAGES 6, 7 AND 19; HUGO BOSS AGREEMENT - PAGES 6 AND 18;
LACOSTE AGREEMENT - PAGES 38 AND 39 AND SCHEDULE VIII;
(2)
ANNEX B TO (WHICH IS THE LAST PAGE OF) THE SERVICE AGREEMENT ANNEXED HERETO AS
ANNEX C;
(3)
ALL OF ANNEX D
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") PUSUANT
TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED ("1934 ACT")
TABLE OF CONTENTS
1.
INTERPRETATION [INSERT PAGE NUMBER]
2.
ESTABLISHMENT OF THE COMPANY [INSERT PAGE NUMBER]
3.
BUSINESS OF THE COMPANY AND INITIAL OPERATIONS [INSERT PAGE NUMBER]
4.
CORPORATE GOVERNANCE AND MANAGEMENT [INSERT PAGE NUMBER]
5.
REPORTING AND INFORMATION RIGHTS [INSERT PAGE NUMBER]
6.
RESTRICTIONS ON TRANSFER OF SHARES [INSERT PAGE NUMBER]
7.
SWICO CHANGE OF CONTROL [INSERT PAGE NUMBER]
8.
FINANCIAL PERFORMANCE [INSERT PAGE NUMBER]
9.
BUY OUT RIGHT [INSERT PAGE NUMBER]
10.
COVENANTS [INSERT PAGE NUMBER]
11.
REPRESENTATIONS AND WARRANTIES [INSERT PAGE NUMBER]
12.
FEES AND EXPENSES [INSERT PAGE NUMBER]
13.
CONFIDENTIALITY [INSERT PAGE NUMBER]
14.
PUBLICITY [INSERT PAGE NUMBER]
15.
TERMINATION AND BREACH [INSERT PAGE NUMBER]
16.
NOTICES [INSERT PAGE NUMBER]
17.
MISCELLANEOUS [INSERT PAGE NUMBER]
18.
GOVERNING LAW AND JURISDICTION [INSERT PAGE NUMBER]
List of Annexes
Annex A:
The Company governing documents
Annex B:
Distribution Agreements
Annex C:
Service Agreement
Annex D:
5-year business plan
THIS JOINT VENTURE AGREEMENT is made on the 1st day of
May, 2007
BETWEEN:
SWICO LIMITED a company incorporated under the laws of England, having its
registered office at Meadway House, Meadway, Haslemere, Surrey GU27 1NN,
England, registered number 469666 ("Swico") ;
and
MOVADO GROUP, INC. a company incorporated under the laws of New York, having its
principle office at 650 From Road, Paramus, NJ 07652, U.S.A.
("MGI");
and
MGS
DISTRIBUTION LIMITED a corporation incorporated under the laws of England,
having its registered office c/o Swico, Meadway, Haslemere, Surrey GU27 1NN,
England, registered number
("Company").
WHEREAS :
(A)
MGI wishes to develop its activities in the United Kingdom through, among other
actions, the development of licensed brands and direct access to the market.
(B)
Swico is a watch distributor in the United Kingdom and is currently the
distributor there of Hugo Boss watches under an agreement with MGI's Affiliate,
MGI Luxury Group, S.A., dated May 1, 2005 ("Swico HB Distributorship").
In
order to grow and secure the current business of its domestic markets, Swico is
searching for new brands for distribution and a strong partner to develop for
the long term.
(C)
In view of their satisfactory relationship and common objectives, Swico and MGI
(collectively, the "Shareholders") wish to create a joint venture relationship
through ownership in