THIRD AMENDMENT
TO
REGISTRATION RIGHTS AGREEMENT
AMENDMENT NO. 3 dated as of June 29, 2001 to the Registration Rights
Agreement dated November 22, 1995, as amended by the First Amendment to
Registration Rights Agreement dated as of May 17, 1996, and by the Second
Amendment to Registration Rights Agreement dated as of February 7, 1997 (as so
amended, 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 Zinterhofer, 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 ascribed to such terms in the Registration Rights Agreement.
W I T N E S S E T H
- - - - - - - - - -
WHEREAS, Xxxxx Xxxxxx Zinterhofer and Xxxxxxx X. Xxxxxxx, as Trustee
of (a) the Trust f/b/o Xxxxx Xxxxxx u/a/d December 15, 1976 created by Xxxxx
Xxxxxx and Xxxxxx X. Xxxxxx, as Grantors (the "ACCUMULATION TRUST"), and (b) the
Trust f/b/o Xxxxx Xxxxxx u/a/d December 15, 1976 created by Xxxxxx X. Xxxxxx, as
Grantor (the "DISTRIBUTION TRUST" and, together with the Accumulation Trust, the
"TRUSTS") are parties to the Registration Rights Agreement;
WHEREAS, the Trusts are distributing shares of Registrable Class A
Common Stock (in the form of 5,152,545 shares of Class B Common Stock of the
Company) to the Trust f/b/o Xxxxx Xxxxxx Zinterhofer u/a/d April 24, 2000
created by Xxxxx Xxxxxx Zinterhofer, as Grantor (the "ALZ TRUST"), instead of
distributing them to Xxxxx Xxxxxx Zinterhofer; and
WHEREAS, in order to clarify any ambiguity in respect of shares of
Registrable Class A Common Stock to be held by the ALZ Trust, 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. AMENDMENT. SCHEDULE A to the Registration Rights Agreement is
hereby amended by adding thereto as a Holder the ALZ Trust. The ALZ Trust shall
be bound by all of the terms of the Registration Rights Agreement, as amended
through the date hereof, to the same extent as the other parties party thereto,
and the ALZ Trust shall
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hereafter be a Holder under the Registration Rights Agreement as if it were an
original signatory thereto. Set forth on EXHIBIT A hereto are the names and
addresses for notices and copies which are hereby added to SCHEDULE A to the
Registration Rights Agreement.
2. MISCELLANEOUS.
2.1 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 refer
to the Registration Rights Agreement as amended hereby.
2.2 BINDING EFFECT. This Amendment No. 3 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.
2.3 AMENDMENTS. This Amendment No. 3 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.
2.4 GOVERNING LAW. This Amendment No. 3 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).
2.5 COUNTERPARTS. This Amendment No. 3 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.
2.6 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. 3 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.
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IN WITNESS WHEREOF, the parties hereto have duly executed and
delivered this Amendment No. 3 as of the date first above written.
THE XXXXX XXXXXX COMPANIES INC.
By: /s/ XXXX X. XXXXXXXXXX
------------------------------------------------
Name: Xxxx X. Xxxxxxxxxx
Title: President 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., and (e) as Trustee of The 1995 Xxxxx
Xxxxxx LAL Trust (a Class B General Partner of
Lauder & Sons L.P.)
/s/ XXXXXX X. XXXXXX
------------------------------------------------
Xxxxxx X. Xxxxxx, (a) individually, (b) as
Trustee of The Descendents 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., (e) as Trustee of The 1995 Xxxxx
Xxxxxx RSL Trust (a Class B General Partner of
Lauder & Sons L.P.) and (f) as Chairman of the
Xxxxxx X. Xxxxxx Foundation
/s/ XXXXXXX X. XXXXXX
------------------------------------------------
Xxxxxxx X. Xxxxxx, (a) individually and (b) as
Trustee of The 1992 Xxxxxxx X. Xxxxxx Grantor
Retained Annuity Trust
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/s/ XXXX X. XXXXXX
------------------------------------------------
Xxxx X. Xxxxxx, (a) individually, (b) as Trustee
of The 1992 Xxxxxxx X. Xxxxxx Grantor
Retained Annuity Trust, (c) as custodian under
the New York Uniform Transfers to Minors Act for
the benefit of Xxxxxxxx Xxxxxx and (d) as
custodian under the New York Uniform Transfers
to Minors Act for the benefit of Xxxxxx Xxxxxx
/s/ XXXXX XXXXXX ZINTERHOFER
------------------------------------------------
Xxxxx Xxxxxx Zinterhofer
/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, and (b) as Trustee of The 1995 Xxxxx
Xxxxxx LAL Trust (a Class B General Partner of
Lauder & Sons L.P.)
/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, (c) as Trustee of The 1995
Xxxxx Xxxxxx RSL Trust (a Class B General
Partner of Lauder & Sons L.P.) and (d) as
Trustee of the Trust f/b/o Xxxxx Xxxxxx
Zinterhofer u/a/d April 24, 2000, created by
Xxxxx Xxxxxx Zinterhofer, as Grantor
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/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.)
/s/ XXXXXX X. XXXXX
------------------------------------------------
Xxxxxx X. Xxxxx, as Trustee of the Separate
Share Trust f/b/o Xxxx X. Xxxxxx u/a/d December
15, 1976, created by Xxxxxxx X. Xxxxxx, as
Grantor
Xxxxxx Guaranty Trust Company of New York, in
its capacity as pledgee of Xxxxxx X. Xxxxxx
By: /s/ XXXXXXX X. XXXXXXXX
------------------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
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EXHIBIT A
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NAME OF HOLDER NOTICE ADDRESS COPIES TO
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Trustee of the Trust f/b/o Xxxxxxx X. Xxxxxxx Patterson, Belknap, Xxxx & Tyler
Xxxxx Xxxxxx Xxxxxxxxxxx 00 Xxxxxxxxxxx Xxxxx 1133 Avenue of the Americas
u/a/d April 24, 0000, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000
created by Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxxxxxxx Xxxxxx, Esq.
Zinterhofer, as Grantor Telecopy: (000) 000-0000 Telecopy: (000) 000-0000
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