EXHIBIT 4
February 10, 2003
Xx. Xxxxxx Xxxxxxxx, Trustee
Xxxxxx Xxxxxxxx Trust
0000 Xxxxx Xxxxx
Xxxxxxx Xxxxx, XX 00000
Re: Demand Registration
Dear Xx. Xxxxxxxx:
On November 4, 2002, the Xxxxxx Xxxxxxxx Trust (the "AMT") exercised its demand
registration rights under Section 2(a) and 2(b) of the Registration Rights
Agreement, by and among AMT, Guess ?, Inc. (the "Company"), the Xxxxxxx Xxxxxxxx
Trust (1995 Restatement), the Xxxx Xxxxxxxx Trust dated February 20, 1986, the
Xxxx Xxxxxxxx 1996 Grantor Retained Annuity Trust and the Xxxxxx Xxxxxxxx 1996
Grantor Retained Annuity Trust (the "Registration Rights Agreement").
Pursuant to our recent discussion with respect to the timing of the filing of a
registration statement on the appropriate form (the "Registration Statement"),
with the United States Securities and Exchange Commission (the "Commission") AMT
and the Company have agreed to the following terms and conditions:
1. The Company agrees to use its best efforts to file the Registration Statement
promptly following the date which is the earlier of March 1, 2003, or the date
on which the Company previously announced $75 million securitization transaction
(the "Securitization") closes (the "Registration Deadline"). The Company agrees
to continue to use its best efforts to prepare a draft of the Registration
Statement as soon as practicable, but so as to be ready to file it no later than
the Registration Deadline. In the event that the Securitization does not close
on or before March 1, 2003, AMT agrees to consider, in good faith, written
requests by the Company for an extension of the Registration Deadline.
2. AMT agrees that compliance by the Company with the provisions of Section 1
hereof shall constitute compliance by the Company with its obligation to use its
"best efforts" to file the Registration Statement pursuant to the Registration
Rights Agreement.
3. The Company agrees that it shall not exercise its rights under Section
2(d)(iv) of the Registration Rights Agreement with respect to the filing of the
Registration Statement.
4. The Company agrees to waive the provisions of Section 4 of the Amended and
Restated Shareholders' Agreement, dated as of August 8, 1996, as amended (the
"Shareholder Agreement") for the sale by AMT of up to 440,000 shares of the
common stock of the Company pursuant to Rule 144 of the Securities Act of 1933.
5. The Company agrees that until the date on which the SEC declares the
Registration Statement effective, notwithstanding anything in Section 4(B) of
the Shareholder Agreement, within two (2) business days of receipt from AMT of a
"Sale Notice" (as that term is defined in the Shareholder Agreement) the Company
will either (a) exercise its right to purchase any "Offered Shares" (as that
term is defined in the Shareholder Agreement) pursuant to Section 4(B) or (b)
waive its rights under Section 4(B) of the Shareholder Agreement so that the
transfer can immediately proceed. If a right to purchase is exercised under the
Shareholder Agreement, the closing shall occur within five (5) business days of
the exercise.
6. If AMT makes any sales of restricted shares of the common stock of the
Company before the effectiveness of the Registration Statement, the Company will
include up to five of the purchasers as additional selling shareholder in the
Registration Statement, and will consider in good faith including any other
purchasers; provided that any additional selling shareholders shall be subject
to the terms of the Registration Rights Agreement.
7. AMT and the Company agree that the terms and conditions of this letter
agreement are only effective if the letter agreement attached hereto as Exhibit
A has also been signed and accepted and agreed to by all the parties.
8. The terms and conditions of this letter agreement are deemed to be
confidential for disclosure only to the parties to the Registration Rights
Agreement and their legal and financial advisors, unless disclosure is otherwise
required by applicable law or a court of relevant jurisdiction.
If you have any questions regarding this letter agreement, please contact Xxxxx
X. Xxxxx, Corporate Counsel at your convenience.
Very truly yours,
GUESS ?, INC.
By /s/ XXXXXX XXXXXXXX
----------------------------------------
Name: Xxxxxx Xxxxxxxx
Its: President and Chief Operating Officer
ACCEPTED AND AGREED:
XXXXXX XXXXXXXX TRUST
By /s/ XXXXXX XXXXXXXX
Name: Xxxxxx Xxxxxxxx
Its: Trustee
cc: Xxxxxxxx Xxxx, Esq.
Xxxxxxx Xxxxxxxx Trust (1995 Restatement)
Xxxx Xxxxxxxx Trust dated February 20, 1986
Xxxx Xxxxxxxx 1996 Grantor Retained Annuity Trust
Xxxxxx Xxxxxxxx 1996 Grantor Retained Annuity Trust
Exhibit A
Letter Agreement
February 10, 2003
Xx. Xxxxxx Xxxxxxxx, Trustee
Xxxxxx Xxxxxxxx Trust
0000 Xxxxx Xxxxx
Xxxxxxx Xxxxx, XX 00000
Re: Demand Registration
Dear Xx. Xxxxxxxx:
On November 4, 2002, the Xxxxxx Xxxxxxxx Trust (the "AMT") exercised its demand
registration rights under Section 2(a) and 2(b) of the Registration Rights
Agreement (the "Registration Rights Agreement"), by and among AMT, Guess ?, Inc.
(the "Company"), the Xxxxxxx Xxxxxxxx Trust (1995 Restatement) ("MMT"), the Xxxx
Xxxxxxxx Trust dated February 20, 1986 ("PMT"), the Xxxx Xxxxxxxx 1996 Grantor
Retained Annuity Trust ("PMGRAT") and the Xxxxxx Xxxxxxxx 1996 Grantor Retained
Annuity Trust ("AMGRAT", and together with MMT, PMT and PMGRAT, the "Trusts")
Pursuant to your recent discussion with the Company respect to the timing of the
filing by the Company of a registration statement on the appropriate form (the
"Registration Statement"), with the United States Securities and Exchange
Commission (the "Commission") AMT and the Trusts have agreed to the following
terms and conditions:
1. The Trusts agree to waive the provisions of Section 4 of the Amended and
Restated Shareholders' Agreement, dated as of August 8, 1996, as amended (the
"Shareholder Agreement") for the sale by AMT of up to 440,000 shares of the
common stock of the Company pursuant to Rule 144 of the Securities Act of 1933.
2. The Trusts agree that until the date on which the Securities and Exchange
Commission declares the Registration Statement effective, notwithstanding
anything in Section 4(B) of the Shareholder Agreement, within two (2) business
days of receipt from AMT of a "Sale Notice" (as that term is defined in the
Shareholder Agreement) the Trusts will either (a) exercise their right to
purchase any "Offered Shares" (as that term is defined in the Shareholder
Agreement) pursuant to Section 4(B) or (b) waive their rights under Section 4(B)
of the Shareholder Agreement so that the transfer can immediately proceed. If a
right to purchase is exercised under the Shareholder Agreement, the closing
shall occur within five (5) business days of the exercise.
3. If AMT makes any sales of shares of the common stock of the Company before
the effectiveness of the Registration Statement, the Company will include up to
five of the purchasers as additional selling shareholder in the Registration
Statement, and will consider in good faith including any other purchasers.
4. AMT and the Trusts agree that the terms and conditions of this letter
agreement are only effective if the letter agreement attached hereto as Exhibit
A has also been signed and accepted and agreed to by all the parties noted.
5. The timing on the right of first refusal, the terms and conditions of this
letter agreement are deemed to be confidential for disclosure only to the
parties to the Registration Rights Agreement and their legal and financial
advisors, unless disclosure is otherwise required by applicable law or a court
of relevant jurisdiction.
Very truly yours,
XXXXXXX XXXXXXXX TRUST
(1995 Restatement)
By ___________________________________________
Name:_________________________________________
Its: _________________________________________
XXXX XXXXXXXX TRUST
By ___________________________________________
Name:_________________________________________
Its: _________________________________________
XXXX XXXXXXXX 1996 GRANTOR
RETAINED ANNUITY TRUST
By ___________________________________________
Name:_________________________________________
Its: _________________________________________
XXXXXX XXXXXXXX 1996
GRANTOR RETAINED ANNUITY
TRUST
By ___________________________________________
Name:_________________________________________
Its: _________________________________________
ACCEPTED AND AGREED:
XXXXXX XXXXXXXX TRUST
By ___________________________________________
Name:_________________________________________
Its: _________________________________________
cc: Xxxxxxxx Xxxx, Esq.
Guess ?, Inc.
