EXHIBIT F
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AMENDMENT NO. 5 TO STOCKHOLDERS' AGREEMENT
AMENDMENT NO. 5 (this "Amendment"), effective as of April 5,
2002, to that certain STOCKHOLDERS' AGREEMENT (the "Stockholders' Agreement"),
dated November 22, 1995, as amended by that Amendment No. 1, effective September
11, 1996, and as amended by that Amendment No. 2, effective as of December 10,
1996, and as amended by that Amendment No. 3, effective as of February 4, 1997,
and as amended by that Amendment No. 4, effective as of June 30, 2000, by and
among Xxxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx, Xxxx X. Xxxxxx,
LAL Family Partners L.P., Lauder & Sons L.P., the Xxxxxx X. Xxxxxx Foundation,
Xxxx X. Xxxxxx as Custodian under the New York Uniform Transfers to Minors Act
f/b/o Xxxxxx Xxxxxx, Xxxx X. Xxxxxx as Custodian under the New York Uniform
Transfers to Minors Act f/b/o Xxxxxxxx Xxxxxx and the trustees of the various
trusts set forth on the signature pages hereof (hereinafter collectively
referred to 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 The Xxxxx Xxxxxx 1994 Trust and the trustees thereof, solely
in their capacities as trustees of such trust, as parties to the Stockholders'
Agreement.
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 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.
(c) This Amendment shall 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.
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(d) 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.
(e) 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.
(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.
[The remainder of this page intentionally left blank.]
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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
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Name: Xxxxxxx X. Xxxxxx
Title: Chairman of the Board
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, (a) individually, (b) as
President of LAL Family Corporation, the sole
general 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
Xxxxx Xxxxxx 2002 Trust
/s/ Xxxxxx X. Xxxxxx
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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.), (f) as Chairman of the
Xxxxxx X. Xxxxxx Foundation and (g) as Trustee
of The Xxxxx Xxxxxx 2002 Trust
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/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, (a) individually and (b) as
Trustee of the 1992 Xxxxxxx X. Xxxxxx Grantor
Retained Annuity Trust
/s/ Xxxx X. Xxxxxx
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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/ Xxxx X. Xxxxxxxxxx
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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
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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 Xxxxx Xxxxxx Zinterhofer 2000
Revocable Trust u/a/d April 24, 2000, Xxxxx
Xxxxxx Zinterhofer, as Grantor
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/s/ Xxxxxx X. Xxxxx
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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
/s/ Xxx X. Xxxxxx
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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.), (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 Xxxxx Xxxxxx 2002 Trust
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