February 23, 1998
VIA TELECOPIER
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Chic By H.I.S, Inc.
0000 Xxxxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxxxx
Gentlemen:
Reference is made to the Registration Rights Agreement, dated
as of November 20, 1992 (the "Registration Rights Agreement"), among Chic By
H.I.S, Inc., formerly known as Xxxxx X. Xxxxxx Holding Corp. (the "Company"),
Xxxxx X. Xxxxxx and certain lenders of the Company named therein. Capitalized
terms used herein and not defined have the meanings ascribed to them in the
Registration Rights Agreement.
Pursuant to Section 2.1 of the Registration Rights Agreement,
I hereby make a request for the registration by the Company under the Securities
Act of 1933, as amended (the "Securities Act"), of all of the Registrable
Securities which I currently own, consisting of 500,000 shares of common stock,
$.01 par value share, of the Company ("Common Stock"). While I have no present
intention to dispose of my Registrable Securities, I would like to have the
flexibility to do so in the future. In that regard, please include language in
the "Plan of Distribution" section of the Registration Statement that would
permit me to sell such Registrable Securities from time to time through
underwriters, dealers, brokers or other agents or directly to one or more
purchasers, in transactions on The New York Stock Exchange, in privately
negotiated transactions or by any other lawful means.
In addition, because I may be deemed to be an "affiliate" (as
defined in Rule 144 of the Securities Act) of the Company, I hereby request that
the other 650,043 shares of Common Stock which I currently own (including 10,000
shares purchasable upon the exercise of outstanding options) (the "Additional
Securities") be included in such Registration Statement. In consideration for
including such Additional Securities in the Registration Statement, I agree to
reimburse the Company for the $1,594 filing fee incurred by the Company as a
result of
Chic By H.I.S, Inc.
February 23, 1998
Page 1
including the Additional Securities in the Registration Statement and to pay the
Company $23,406 as additional consideration. Finally, considering the trading
volume of the Common Stock on The New York Stock Exchange, I believe that it
would be mutually beneficial to the Company and myself to extend the period
during which the Registration Statement is required to remain effective from 150
days to 270 days.
Kindly sign this letter in the space provided below to confirm
(a) that the Company will effect the registration of my Registrable Securities
in accordance with the Registration Rights Agreement, and (b) that the Company
agrees to include the Additional Securities as described above in the same
Registration Statement on the terms described above.
Very truly yours,
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
AGREED AND ACCEPTED:
CHIC BY H.I.S, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxx
Title: Chief Executive Officer
