Exhibit 10.2
FOURTH AMENDMENT ------------
TO
REGISTRATION RIGHTS AGREEMENT
AMENDMENT NO. 4 dated as of December 31, 2003 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, by the
Second Amendment to RegistrationRights Agreement dated as of February 7, 1997,
and by the Third Amendment to Registration Rights Agreement dated as of June 29,
2001 (as so amended, the "Registration Rights Agreement"), by and among The
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Xxxxx Xxxxxx Companies Inc.(the "Company"), Xxxxxxx X. Xxxxxx ("LAL"), Xxxxxx
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S. Lauder ("RSL"), Xxxxxxx X. Xxxxxx, Xxxx X. Xxxxxx, Xxxxx Xxxxxx Zinterhofer,
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Xxxx Xxxxxx, LAL Family Partners L.P., Lauder & Sons L.P., Xxxxxx Xxxxxxxxx, as
trustee , u/a/d as of June 2, 1994, as amended, between Xxxxx Xxxxxx ("EL"), as
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settlor, and LAL, RSL and Xxx X. Xxxxxx as the initial trustees, and known as
"The Xxxxx Xxxxxx 1994 Trust Agreement" (the "EL Trust"), and LAL and Xxxx X.
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Xxxxxxxxxx, as trustees (the "LAL Trustees"), u/a/d as of November 16, 1995,
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between EL, as settlor, and the LAL Trustees, and known as "The LAL 1995
Preferred Stock Trust Agreement" (the "LAL Trust"), the trustees of the various
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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
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WHEREAS, pursuant to the Exchange Agreement dated as of
December 19, 2003, by and among the Company, the EL Trust, the LAL Trust, LWG
Family Partners L.P. and RAJ Family Partners L.P. (the "2003 Exchange
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Agreement"), both the EL Trust and the LAL Trust exchanged all of their
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respective shares of $6.50 cumulative redeemable preferred stock, par value
$0.01 per share, of the Company (the "$6.50 Preferred Stock"), for Series A
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cumulative redeemable preferred stock, par value $0.01 per share, of the
Company;
WHEREAS, in connection with the 2003 Exchange Agreement, the
Company and the other parties to the Registration Rights Agreement desire to
amend the Registration Rights Agreement as set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants herein contained, the parties hereto agree as follows:
1. Amendments.
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1.1 The Definition of "Preferred Stock" set forth in Section
1 of the Registration Rights Agreement is hereby amended by replacing it in its
entirety with the following:
"Preferred Stock: the Company's Series A Cumulative Redeemable
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Preferred Stock, par value $.01 per share, issued to the EL Trust and the LAL
Trust pursuant to the 2003 Exchange Agreement.
1.2 Section 7 of the Registration Rights Agreement is hereby
amended by adding at the end of Section 7(c) a new sentence which shall read as
follows:
"The EL Trust and the LAL Trust shall reimburse the Company
for all reasonable and documented out-of-pocket costs incident to the Company's
performance of or compliance with this Agreement pursuant to any Preferred Stock
Demand Registration initiated on or after July 1, 2005 by the EL Trust or the
LAL Trust. The EL Trust and LAL Trust shall reimburse the Company for such
costs in proportion to the Preferred Stock sold by each such trust pursuant to
such Preferred Stock Demand Registration."
2. Miscellaneous.
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2.1 Confirmation of Other Provisions. All other provisions of
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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. 4 will be binding upon
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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. 4 may not be changed orally,
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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. 4 shall be governed by and
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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. 4 may be executed in any
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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
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who are parties hereto in their capacity as trustees of one or more trusts, this
Amendment No. 4 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. 4 as of the date first above written.
THE XXXXX XXXXXX COMPANIES INC.
By:/s/ Xxxx X. Xxxxxxxxxx
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Name: Xxxx X. Xxxxxxxxxx
Title: President and Chief Executive Officer
/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
a Class B General Partner of Lauder & Sons L.P.,
(d) as Trustee of The 1995 Xxxxx Xxxxxx LAL Trust
(a Class B General Partner of Lauder & Sons L.P.),
and (e) as trustee of the LAL 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 a
Class B General Partner of Lauder & Sons L.P., and
(d) as Trustee of The 1995 Xxxxx Xxxxxx RSL Trust
(a Class B General Partner of Lauder & Sons L.P.)
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
/s/ Xxxxxx Xxxxxxxxx
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Xxxxxx Xxxxxxxxx, as Trustee of The Xxxxx Xxxxxx
1994 Trust
/s/ Xxxxx Xxxxxx Zinterhofer
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Xxxxx Xxxxxx Zinterhofer
/s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
/s/ Xxxx X. Xxxxxxxxxx
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Xxxx X. Xxxxxxxxxx, (a) as Trustee of The 1995 Xxxxx
Xxxxxx LAL Trust (a Class B General Partner of Lauder
& Sons L.P.) and (b) as Trustee of the LAL Trust
/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 Trust
f/b/o Xxxxx Xxxxxx Zinterhofer u/a/d April 24, 2000,
created by Xxxxx Xxxxxx Zinterhofer, as Grantor
/s/ Xxx X. Xxxxxx
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Xxx X. Xxxxxx, (a) as Trustee of The 1995 Xxxxx Xxxxxx
LAL Trust (a Class B General Partner of Lauder & Sons
L.P.) and (b) as Trustee of The 1995 Xxxxx Xxxxxx RSL
Trust (a Class B General Partner of Lauder & Sons L.P.)
JPMorgan Chase Bank, in its capacity as pledgee of
Xxxxxx X. Xxxxxx and as an EL Trust Pledgee
By:/s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Managing Director
