MASTER PROMISSORY NOTE
$10,000,000.00 July __, 1997
For Value Received, MOVADO GROUP, INC., a corporation formed under the laws of New York (the
"Borrower"), hereby promises to pay to the order of THE BANK OF NEW YORK (the "Bank") at its One
Wall Street New York, New York office, the principal sum of Ten Million and 00/100 Dollars
($10,000,000.00) or the aggregate unpaid principal amount of all advances made by the Bank to the Borrower
(which aggregate unpaid principal amount shall be equal to the amount duly endorsed and set forth opposite the
date last appearing on the sheet attached to this note), whichever is less.
The Borrower agrees to pay interest on each advance evidenced hereby at a rate per annum equal to such rate (a
"Negotiated Rate") as shall be agreed to between the Bank and the Borrower at the time of such advance but in
no event in excess of the maximum amount permitted by law, which Negotiated Rate shall remain fixed until the
maturity date (the "Maturity Date") of such advance as shall be agreed to between the Bank and the Borrower at
the time of such advance. Any advance evidenced hereby which shall not be paid when due shall bear interest at
a rate per annum equal to the prime commercial lending rate of the Bank as publicly announced to be in effect
from time to time, such rate to be adjusted automatically, without notice, on the effective date of any change in
such rate plus two percent 2%, but in no event in excess of the maximum amount permitted by law. Interest shall
be computed on the basis of a 360 day year for the actual number of days elapsed.
Each advance evidenced hereby shall be payable on the Maturity Date of such advance, and the Borrower shall
not have the right to prepay any such advance.
Interest on each advance shall be payable on the Maturity Date of such advance. If any payment hereof becomes
due and payable on a day other than a business day, such payment shall be extended to the next succeeding
business day. If