EXHIBIT 6
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the "Agreement") is made and entered into as
of March 14, 2003 by and between the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Trust dated February 20,
1986 ("Seller") and the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Trust (1995 Restatement)("Buyer"). In
consideration of the mutual covenants and agreements contained herein, the
parties agree as follows:
1. Purchase and Sale. Seller hereby sells One Million (1,000,000) shares of the
Common Stock of Guess ?, Inc. (the "Shares") to Buyer, and Buyer hereby
purchases the Shares from Seller, in exchange for the cancellation by Buyer of
Seller's Four Million Dollar ($4,000,000) debt to Buyer. Seller is irrevocably
instructing ▇▇▇▇▇▇▇ ▇▇▇▇▇ to submit certificate(s) for transfer of the Shares to
Buyer.
2. Representation and Warranties.
2.1 Binding Agreement. Each party represents and warrants that (i) this
Agreement has been duly executed and delivered by that party; and (ii) the
Agreement constitutes the legal, valid and binding obligation of that party,
enforceable against that party in accordance with its terms; and (iii) the
execution, delivery and performance of this Agreement will not breach or
constitute grounds for the occurrence or declaration of a default under or
termination of any agreement, indenture, undertaking, permit, license, or other
instrument to which that party is a party or by which it or any of its
properties may be bound or affected.
2.2 Ownership. Seller represents that he is transferring the Shares free
and clear of any security interest, claim, lien, charge, mortgage, deed,
assignment, pledge, hypothecation, encumbrance, easement, or restriction of any
kind or nature, except those imposed by applicable securities laws.
2.3 Brokers. Neither party has employed any broker or finder in connection
with the Agreement and neither party shall have any liability or otherwise
suffer or incur any loss as a result of or in connection with any brokerage or
finder's fee or other commission of any person retained by the other party in
connection with this Agreement.
2.4 Stock Representations. Buyer hereby represents and warrants that:
2.4.1 Investment. The Shares are being acquired for investment for
Buyer's own account, not as a nominee or agent, and not with a view to the
sale or distribution of all or any part thereof. Buyer has the requisite
knowledge and experience to assess the relative merits and risks of a
purchase of the Shares.
2.4.2 Not Registered. Buyer understands that the Shares are neither
(a) registered under the Securities Act of 1933 nor (b) qualified under any
state securities laws, and the Shares may not be sold or otherwise
transferred except pursuant to an effective registration statement or an
exemption from applicable registration and qualification requirements.
Buyer understands that each certificate for the Shares shall bear a legend
relating to that effect.
3. Miscellaneous. This Agreement sets forth the entire agreement and
understanding of the parties hereto in respect to the purchase and sale, and
supersedes all prior agreements, arrangements and understandings relating to the
subject matter hereof and is not intended to confer upon any other person any
rights or remedies hereunder. There have been no representations or statements,
oral or written, that have been relied on by any party hereto, except those
expressly set forth in this Agreement. This Agreement may not be amended,
altered or modified except by a writing signed by the parties. This Agreement
may be executed simultaneously in two or more counterparts, each of which will
be deemed an original, but all of which together will constitute one and the
same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Trust dated February 20, 1986
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
By -------------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, trustee
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Trust (1995 Restatement)
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
By -------------------------------------------
