AMENDMENT NO. 3 TO STOCKHOLDERS' AGREEMENT
AMENDMENT NO. 3 (this "Amendment"), effective as of February
4, 1997, to that certain STOCKHOLDERS' AGREEMENT (the "Stockholders'
Agreement"), dated November 22, 1995, as amended by that First Amendment,
effective September 11, 1996, and by that Second Amendment, effective as of
December 10, 1996, by and among Xxxxxxx X. Xxxxxx ("LAL"), Xxxxxx X. Xxxxxx
("RSL"), Xxxxxxx X. Xxxxxx ("WPL"), Xxxx X. Xxxxxx ("GML"), Xxxxx Xxxxxx ("AL"),
Xxxx Xxxxxx ("JL"), LAL Family Partners L.P., Lauder & Sons L.P., a Delaware
limited partnership, and the trustees of the various trusts set forth on the
signature pages hereof (hereinafter referred to, together with each other Family
Member (as defined in the Stockholders' Agreement) that hereafter acquires
Shares (as defined in the Stockholders' Agreement), as the "Stockholders"), and
THE XXXXX XXXXXX COMPANIES INC., a corporation organized under the laws of the
State of Delaware (the "Corporation"). Capitalized terms defined in the
Stockholders' Agreement and not otherwise defined herein being used herein as
therein defined.
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, the Stockholders and the Corporation desire to amend
the Stockholders' Agreement to delete certain Stockholders as parties thereto.
NOW THEREFORE, in consideration of the premises and the mutual
agreements herein contained, the parties hereto agree as follows:
Article 1. Amendment. The Stockholders' Agreement is hereby
amended to delete Xxxx Xxxxxx and Xxxxx Xxxxxx as parties thereto.
Article 2. Miscellaneous. (a) Upon the effectiveness of this
Amendment, each reference in the Stockholders' Agreement to "this agreement,"
"hereunder," "hereof," "herein," or words of like import, shall mean and be a
reference to the Stockholders' Agreement as amended hereby.
(b) This Amendment will be binding upon and inure to the
benefit of the Corporation, its successors and assigns and to the Stockholders
and their respective heirs, personal representatives, successors and assigns.
(c) This Amendment may not be changed orally, but only by an
agreement in writing as signed by the party against whom enforcement of any
waiver, change, modification or discharge is sought.
(d) With respect to obligations of trustees who are parties
hereto in their capacity as trustees of one or more trusts, this Amendment shall
be binding upon such trustees only in their capacities as trustees, not
individually and not with respect to any Shares other than Shares held by them
in their capacity as trustees of such trusts.
(e) This Amendment shall be governed by, and construed and
enforced in accordance with, the laws of the State of New York, without giving
effect to the provisions, policies or principles thereof respecting conflict or
choice of laws.
(f) This Amendment may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one instrument. Each counterpart may consist of a
number of copies each signed by less than all, but together signed by all, the
parties hereto.
IN WITNESS WHEREOF, the parties hereto have duly executed and
delivered this Amendment 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. 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. 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. XXXXXXXXXXX
-----------------------------------
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 and (c)
as Trustee of The 1995 Xxxxx Xxxxxx
LAL Trust (a Class B General Partner
of Lauder & Sons L.P.)
/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.)
