SECOND AMENDMENT TO
REGISTRATION RIGHTS AGREEMENT
AMENDMENT NO. 2 dated February 7, 1997 to Registration Rights
Agreement dated November 22, 1995, as amended by the First Amendment to
Registration Rights Agreement dated as of May 17, 1996 (the "Registration Rights
Agreement"), by and between The Xxxxx Xxxxxx Companies Inc. (the "Company"),
Xxxxxxx X. Xxxxxx ("LAL"), Xxxxxx X. Xxxxxx ("RSL"), Xxxxxxx X. Xxxxxx, Xxxx X.
Xxxxxx, Xxxxx Xxxxxx, Xxxx Xxxxxx, LAL Family Partners L.P., Lauder & Sons L.P.,
LAL, RSL and Xxx X. Xxxxxx, as trustees (the "EL Trustees"), u/a/d as of June 2,
1994, as amended, between Xxxxx Xxxxxx ("EL"), as settlor, and the EL Trustees,
and known as "The Xxxxx Xxxxxx 1994 Trust Agreement", LAL and Xxxx X.
Xxxxxxxxxx, as trustees (the "LAL Trustees"), u/a/d as of November 16, 1995,
between EL, as settlor, and the LAL Trustees, and known as "The LAL 1995
Preferred Stock Trust", the trustees of the various other trusts set forth on
the signature pages thereof and Xxxxxx Guaranty Trust Company of New York in its
capacity as pledgee of RSL. Capitalized terms used and not otherwise defined
herein have the respective meanings given in the Registration Rights Agreement.
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, (a) RSL has transferred 4,000,000 shares (the "RSL
Trust Shares") of Class A Common Stock to the RSL 4200 Trust (the "RSL Trust")
created under the Trust Agreement dated January 28, 1997 between RSL, as
settlor, and Xxxxx Xxxxxx, as trustee, and (b) LAL has transferred (i) 780,000
shares (the "LAL 4000 Trust Shares") of Class A Common Stock to the LAL 4000
Trust (the "LAL 4000 Trust") created under the Trust Agreement dated January 30,
1997 between LAL, as settlor, and Xxxx X. Xxxxxxxxxx, as trustee, and (ii)
220,000 shares (the "LAL 4001 Trust Shares") of Class A Common Stock to the LAL
4001 Trust (the "LAL 4001 Trust") created under the Trust Agreement dated
January 30, 1997 between LAL, as settlor, Xxxx X. Xxxxxxxxxx, as trustee; and
WHEREAS, in connection with such transfers of shares, RSL has
assigned to the RSL Trust and LAL has assigned to each of the LAL 4000 Trust and
the LAL 4001 Trust, the right to request pursuant to Section 3 of the
Registration Rights Agreement one Common Stock Demand Registration for use
exclusively by the RSL Trust to effect a public sale of the RSL Trust Shares and
by the LAL 4000 Trust and the LAL 4001 Trust to effect a public sale of the LAL
4000 Trust Shares and the LAL 4001 Trust Shares, respectively; and
WHEREAS, the parties hereto desire to amend the Registration
Rights Agreement as provided herein.
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants herein contained, the parties hereto agree as follows:
1. Amendments.
1.1 Amendment of Section 1. Section 1 is amended by inserting
in their respective alphabetical order the following new definitions:
LAL 4000 Assigned Registration Right: LAL's right to
request one Common Stock Demand Registration pursuant to Section 3(a) hereof
assigned by LAL to the LAL 4000 Trust pursuant to the letter agreement dated
January 30, 1997 between LAL and Xxxx X. Xxxxxxxxxx, as trustee under the LAL
4000 Trust Agreement.
LAL 4000 Trust: the trust created under the LAL 4000
Trust Agreement and known as the "LAL 4000 Trust".
LAL 4000 Trust Agreement: the Trust Agreement dated
as of January 30, 1997, between LAL, as settlor, and Xxxx X. Xxxxxxxxxx, as
trustee.
LAL 4000 Trust Shares: the 780,000 shares of Class A
Common Stock transferred by LAL to the LAL 4000 Trust pursuant to the LAL Trust
4000 Agreement.
LAL 4001 Assigned Registration Right: LAL's right to
request one Common Stock Demand Registration pursuant to Section 3(a) hereof
assigned by LAL to the LAL 4001 Trust pursuant to the letter agreement dated
January 30, 1997 between LAL and Xxxx X. Xxxxxxxxxx, as trustee under the LAL
4001 Trust Agreement.
LAL 4001 Trust: the trust created under the LAL 4001
Trust Agreement and known as the "LAL 4001 Trust".
LAL 4001 Trust Agreement: the Trust Agreement dated
as of January 30, 1997, between LAL, as settlor, and Xxxx X. Xxxxxxxxxx, as
trustee.
LAL 4001 Trust Shares: the 220,000 shares of Class A
Common Stock transferred by LAL to the LAL 4001 Trust pursuant to the LAL Trust
4001 Agreement.
RSL Assigned Registration Right: RSL's right to
request one Common Stock Demand Registration pursuant to Section 3(a) hereof
assigned by RSL to the RSL Trust pursuant to the letter agreement dated January
28, 1997 between RSL and Xxxxx Xxxxxx, as trustee under the RSL Trust Agreement.
RSL Trust: the trust created under the RSL Trust
Agreement and known as the "RSL 4200 Trust".
RSL Trust Agreement: the Trust Agreement dated as of
January 28, 1997 between RSL, as settlor, and Xxxxx Xxxxxx, as trustee.
RSL Trust Shares: the 4,000,000 shares of Class A
Common Stock transferred by RSL to the RSL Trust pursuant to the RSL Trust
Agreement.
1.2 Amendment of Section 3.
(a) Section 3(b) of the Registration Rights Agreement
is amended by inserting after the words "Section 3(d)" in the first line thereof
the words "and Section 3(f)".
(b) Section 3 of the Registration Rights Agreement is
further amended by inserting at the end thereof a new Section 3(f) which reads
in its entirety as follows:
(f) If the LAL 4000 Trust shall sell or otherwise
dispose of all of the LAL 4000 Trust Shares and shall not have exercised the LAL
4000 Assigned Registration Right, then, effective as of the time the LAL 4000
Trust no longer owns any LAL 4000 Trust Shares, LAL shall be entitled to one
additional Common Stock Demand Registration hereunder. If the LAL 4001 Trust
shall sell or otherwise dispose of all of the LAL 4001 Trust Shares and shall
not have exercised the LAL 4001 Assigned Registration Right, then, effective as
of the time the LAL 4001 Trust no longer owns any LAL 4001 Trust Shares, LAL
shall be entitled to one additional Common Stock Demand Registration hereunder.
If the RSL Trust shall sell or otherwise dispose of all of the RSL Trust Shares
and shall not have exercised the RSL Assigned Registration Right, then,
effective as of the time the RSL Trust no longer owns any RSL Trust Shares, RSL
shall be entitled to one additional Common Stock Demand Registration hereunder.
Any grant to LAL or RSL of an entitlement to an additional Common Stock Demand
Registration pursuant to this Section 3(f) is made to replace the LAL 4000
Assigned Registration Right, the LAL 4001 Assigned Registration Right or the
Assigned RSL Registration Right, as the case may be, in the event such right
becomes unexercisable by the LAL 4000 Trust, the LAL 4001 Trust or the RSL Trust
by virtue of the sale or other disposition of all of the LAL 4000 Trust Shares,
the LAL 4001 Trust Shares or the RSL Trust Shares, as the case may be, and each
of LAL and RSL agree that nothing in this Section 3(f) will entitle (i) LAL and
his permitted successors and assigns (other than the LAL 4000 Trust and the LAL
4001 Trust) to more than three Common Stock Demand Registrations in the
aggregate or (ii) RSL and his permitted successors and assigns (other than the
RSL Trust) to more than three Common Stock Demand Registrations in the
aggregate.
2. Exercise of Piggyback Registration Rights. Each of the parties
hereto hereby waives his, her or its right under Section 4 of the Registration
Rights Agreement to require registration of his, her or its Registrable
Securities in connection with the Registration Statement filed on January 28,
1997.
3. Miscellaneous.
3.1 Confirmation of Other Provisions. All other provisions of the
Registration Rights Agreement are hereby confirmed. From and after the date
hereof, each reference in the Registration Rights Agreement to "this Agreement",
"hereunder", "hereof", "herein", or words of like import, shall mean and be
referenced to the Registration Rights Agreement as amended hereby.
3.2 Binding Effect. This Amendment No. 2 will be binding upon and
inure to the benefit of and be enforceable by, the parties and their permitted
successors (which shall include in the case of an individual, such individual's
estate, guardian, conservator or committee) and assigns.
3.3 Amendments. This Amendment No. 2 may not be changed orally,
but only by an agreement in writing signed by the party against whom enforcement
of any waiver, change, modification or discharge is sought.
3.4 Governing Law. This Amendment No. 2 shall be governed by and
construed in accordance with the internal laws of the State of New York (other
than its rules of conflicts of laws to the extent the application of the laws of
another jurisdiction would be required thereby).
3.5 Counterparts. This Amendment No. 2 may be executed in any
number of counterparts, each of which shall be deemed to be an original, and all
of which, when taken together, shall constitute one and the same agreement.
3.6 Trustee's Capacity. With respect to obligations of trustees
who are parties hereto in their capacity as trustees of one or more trusts, this
Amendment No. 2 shall be binding upon such trustees only in their capacities as
trustees, not individually and not with respect to any Registrable Securities
other than Registrable Securities held by them in their capacity as trustees of
such trusts.
IN WITNESS WHEREOF, the parties hereto have duly executed and
delivered this Amendment No. 2 as of the date first above written.
THE XXXXX XXXXXX COMPANIES INC.
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Chairman and Chief Executive
Officer
/s/ Xxxxxxx X. Xxxxxx
----------------------------------------
Xxxxxxx X. Xxxxxx, (a) individually, (b)
as Managing Partner of LAL Family
Partners L.P., (c) as Trustee of the
Xxxxx Xxxxxx 1994 Trust, (d) as a Class
B General Partner of Lauder & Sons L.P.,
(e) as Trustee of The 1995 Xxxxx Xxxxxx
LAL Trust (a Class B General Partner of
Lauder & Sons L.P.) and (f) as Trustee
of the LAL Trust
/s/ Xxxxxx X. Xxxxxx
----------------------------------------
Xxxxxx X. Xxxxxx, (a) individually, (b)
as Trustee of The Descendants of RSL
1966 Trust, (c) as Trustee of The Xxxxx
Xxxxxx 1994 Trust, (d) as a Class B
General Partner of Lauder & Sons L.P.
and (e) as Trustee of The 1995 Xxxxx
Xxxxxx RSL Trust (a Class B General
Partner of Lauder & Sons L.P.)
/s/ Xxxxxxx X. Xxxxxx
----------------------------------------
Xxxxxxx X. Xxxxxx, (a) individually and
(b) as Trustee of The 1992 Xxxxxxx X.
Xxxxxx Grantor Retained Annuity Trust
/s/ Xxxx X. Xxxxxx
----------------------------------------
Xxxx X. Xxxxxx, (a) individually and (b)
as Trustee of The 1992 Xxxxxxx X. Xxxxxx
Grantor Retained Annuity Trust
/s/ Xxxxx Xxxxxx by Xxxx Xxxxxx Attorney
in Fact
----------------------------------------
Xxxxx Xxxxxx
/s/ Xxxx Xxxxxx
----------------------------------------
Xxxx Xxxxxx
/s/ Xxxx X. Xxxxxxxxxx
----------------------------------------
Xxxx X. Xxxxxxxxxx, (a) as Trustee of
the 1992 Xxxxxxx X. Xxxxxx Grantor
Retained Annuity Trust, (b) as Trustee
of the Trust f/b/o Xxxx X. Xxxxxx and
Xxxxxxx X. Xxxxxx u/a/d December 15,
1976, created by Xxxxxxx Xxxxxx, as
Grantor, (c) as Trustee of The 1995
Xxxxx Xxxxxx LAL Trust (a Class B
General Partner of Lauder & Sons L.P.)
and (d) as Trustee of the LAL Trust
/s/ Xxxxx X. Xxxxxxxxx
----------------------------------------
Xxxxx X. Xxxxxxxxx, as Trustee of the
Trust f/b/o Xxxx X. Xxxxxx and Xxxxxxx
X. Xxxxxx u/a/d December 15, 1976,
created by Xxxxxxx Xxxxxx, as Grantor
/s/ Xxxxxxx X. Xxxxxxx
----------------------------------------
Xxxxxxx X. Xxxxxxx, (a) as Trustee of
the Trust f/b/o Xxxxx Xxxxxx and Xxxx
Xxxxxx u/a/d December 15, 1976, created
by Xxxxx Xxxxxx and Xxxxxx X. Xxxxxx, as
Grantors, (b) as Trustee of the Trust
f/b/o Xxxxx Xxxxxx and Xxxx Xxxxxx u/a/d
December 15, 1976, created by Xxxxxx X.
Xxxxxx, as Grantor and (c) as Trustee of
The 1995 Xxxxx Xxxxxx RSL Trust (a Class
B General Partner of Lauder & Sons L.P.)
/s/ Xxx X. Xxxxxx
----------------------------------------
Xxx X. Xxxxxx, (a) as Trustee of The
Xxxxx Xxxxxx 1994 Trust, (b) as Trustee
of The 1995 Xxxxx Xxxxxx LAL Trust (a
Class B General Partner of Lauder & Sons
L.P.) and (c) as Trustee of The 1995
Xxxxx Xxxxxx RSL Trust (a Class B
General Partner of Lauder & Sons L.P.)
Xxxxxx Guaranty Trust Company of New
York, in its capacity as pledgee of
Xxxxxx X. Xxxxxx
By: /s/ Xxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
