LINE OF CREDIT NOTE, DULY EXECUTED BY THE BORROWER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE BANK AND ITS COUNSEL AND (III) THE AMENDED AND RESTATED
STOCK PLEDGE AGREEMENT, DULY EXECUTED BY FOSSIL, INC., IN FORM AND SUBSTANCE
SATISFACTORY TO THE BANK AND ITS COUNSEL (THE "STOCK PLEDGE AGREEMENT");
(B)
THERE SHALL HAVE BEEN NO MATERIAL ADVERSE CHANGE IN THE BUSINESS OR
FINANCIAL CONDITION OF THE BORROWER OR ANY GUARANTOR;
(C)
THERE SHALL BE NO MATERIAL ADVERSE LITIGATION, EITHER PENDING OR
THREATENED, AGAINST THE BORROWER OR ANY GUARANTOR THAT COULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON THE BUSINESS OR FINANCIAL
CONDITION OF THE BORROWER OR SUCH GUARANTOR;
2
(D)
THE REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN AND IN THE
AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS EACH IS AMENDED HEREBY, SHALL BE TRUE
AND CORRECT IN ALL MATERIAL RESPECTS AS OF THE DATE HEREOF, AS IF MADE ON THE
DATE HEREOF;
(E)
NO DEFAULT OR EVENT OF DEFAULT UNDER THE AGREEMENT, AS AMENDED
HEREBY, SHALL HAVE OCCURRED AND BE CONTINUING, UNLESS SUCH DEFAULT OR EVENT OF
DEFAULT HAS BEEN SPECIFICALLY WAIVED IN WRITING BY THE BANK;
(F)
ALL REQUISITE CORPORATE, PARTNERSHIP OR TRUST PROCEEDINGS, AS
APPROPRIATE, SHALL HAVE BEEN TAKEN THE BORROWER AND EACH GUARANTOR TO AUTHORIZE
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AMENDMENT, AND SUCH PROCEEDINGS
AND OTHER LEGAL MATTERS INCIDENT THERETO SHALL BE SATISFACTORY TO THE BANK AND
ITS LEGAL COUNSEL; AND
(G)
THE BANK SHALL HAVE RECEIVED FROM THE COMPANY OR THE BORROWER, AS
APPROPRIATE, ALL FEES AND EXPENSES (IF ANY) REQUIRED TO BE PAID TO THE BANK
PURSUANT TO THE AGREEMENT, AS AMENDED HEREBY.
ARTICLE IV
No Waiver
4.01
Nothing contained herein shall be construed as a waiver by the Bank
of any covenant or provision of the Agreement, the other Loan Documents, this
Amendment, or of any other contract or instrument between the Borrower and/or
the Guarantors and the Bank, and the failure of the Bank at any time or times
hereafter to require strict performance by the Borrower and/or any Guarantor of
any provision thereof shall not waive, affect or diminish any right of the Bank
to thereafter demand strict compliance therewith.
The Bank hereby reserves all
rights granted under the Agreement, the other Loan Documents, this Amendment and
any other contract or instrument between the Borrower and/or the Guarantors and
the Bank.
ARTICLE V
Ratifications, Representations and Warranties, Covenants
5.01
General Ratifications.
The terms and provisions set forth in this
Amendment shall modify and supersede all inconsistent terms and provisions set
forth in the Agreement and the other Loan Documents, and, except as expressly
modified and superseded by this Amendment, the terms and provisions of the
Agreement and the other Loan Documents are ratified and confirmed and shall
continue in full force and effect.
The parties hereto agree that the Agreement
and the other Loan Documents, as amended hereby, shall continue to be legal,
valid, binding and enforceable in accordance with their respective terms.
5.02
Ratification of Guaranties.