Exhibit 10.3
AMENDED AND RESTATED STOCK PLEDGE AGREEMENT
THIS AMENDED AND RESTATED STOCK PLEDGE AGREEMENT (this "Agreement") is entered
into as of September 21, 2006, 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 OBLIGATIONS OF PLEDGOR TO PLEDGEE UNDER THAT
CERTAIN GUARANTY AGREEMENT, DATED AS OF SEPTEMBER 23, 2004 (AS HEREINAFTER
AMENDED, MODIFIED AND/OR RESTATED FROM TIME TO TIME), PURSUANT TO WHICH PLEDGOR
HAS ABSOLUTELY AND UNCONDITIONALLY GUARANTEED TO PLEDGEE THE PROMPT PAYMENT AND
PERFORMANCE IN FULL OF ALL NOW EXISTING OR HEREAFTER ARISING OBLIGATIONS,
LIABILITIES AND INDEBTEDNESS OF BORROWER TO PLEDGEE UNDER THAT CERTAIN LOAN
AGREEMENT DATED AS OF SEPTEMBER 23, 2004 BY AND AMONG PLEDGEE, BORROWER, PLEDGOR
AND THE SUBSIDIARIES AND/OR AFFILIATES OF PLEDGOR FROM TIME TO TIME A PARTY
THERETO, AS GUARANTORS (AS HEREINAFTER AMENDED, MODIFIED AND/OR RESTATED FROM
TIME TO TIME, THE "LOAN AGREEMENT"), PLEDGOR 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 (INCLUDING, WITHOUT
LIMITATION, ALL SHARES OF COMMON STOCK REPRESENTED BY THE STOCK CERTIFICATES
IDENTIFIED ON SCHEDULE I ATTACHED HERETO) OF EACH OF FOSSIL EUROPE B.V., FOSSIL
(EAST) LIMITED, FOSSIL EUROPE GMBH, FOSSIL UK AND FOSSIL GROUP EUROPE GMBH (EACH
INDIVIDUALLY, A "SUBSIDIARY" AND COLLECTIVELY, THE "SUBSIDIARIES"), WHETHER NOW
OR HEREAFTER ISSUED BY THE SUBSIDIARIES, TOGETHER WITH ALL PROCEEDS, PRODUCTS
AND INCREASES THEREOF AND SUBSTITUTIONS AND REPLACEMENTS THEREFOR (COLLECTIVELY,
THE "COLLATERAL").
THE OBLIGATIONS REFERENCED ABOVE, TOGETHER WITH ANY
SUBSEQUENT RENEWALS, EXTENSIONS, MODIFICATIONS OR INCREASES THEREOF, ARE
COLLECTIVELY REFERRED TO AS THE "SECURED OBLIGATIONS."
2.
PLEDGOR REPRESENTS AND WARRANTS THAT (I) PLEDGOR HOLDS ABSOLUTE
OWNERSHIP OF THE COLLATERAL, FREE AND CLEAR OF ALL LIENS AND ENCUMBRANCES; (II)
THERE ARE NO RESTRICTIONS UPON THE TRANSFER OF ANY OF THE COLLATERAL, OTHER THAN
AS MAY APPEAR AND MAY BE REFERENCED ON THE FACE OF THE CERTIFICATES OR OTHER
THAN ARISING UNDER APPLICABLE STATE OR FEDERAL SECURITIES LAWS OR LAWS OF THE
JURISDICTION IN WHICH SUCH SUBSIDIARIES ARE INCORPORATED; (III) PLEDGOR OWNS
DIRECTLY OR INDIRECTLY (A) 70% OF THE ISSUED AND OUTSTANDING CAPITAL STOCK OF
FOSSIL EUROPE B.V., AND (B) 100% OF THE ISSUED AND OUTSTANDING CAPITAL STOCK OF
EACH OF FOSSIL (EAST) LTD, FOSSIL EUROPE GMBH, FOSSIL UK AND FOSSIL GROUP EUROPE
GMBH; (IV) THERE ARE NO EXISTING OBLIGATIONS TO ISSUE CAPITAL STOCK OR
SECURITIES CONVERTIBLE INTO CAPITAL STOCK OF ANY SUBSIDIARY AND IN NO EVENT WILL
PLEDGOR PERMIT ANY SUCH STOCK OR SECURITIES TO BE ISSUED PRIOR TO PAYMENT IN
FULL OF THE SECURED OBLIGATIONS; AND (V) THERE ARE NO EXISTING SECURITIES OR
OBLIGATIONS OF ANY SUBSIDIARY THE AMOUNT OF WHICH OBLIGATION IS BASED, IN WHOLE
OR IN PART, ON THE VALUE OF ANY SUBSIDIARY'S CAPITAL STOCK OR ANY