Exhibit 10.2


 


LICENSING
CONTRIBUTION AGREEMENT


 


 


between


 


 


GUESS? LICENSING, INC.,


 


as Licensing


 


 


and


 


 


GUESS? IP HOLDER L.P.,


 


as IP Holder


 


 


Dated as of April 28, 2003


 

















 


TABLE OF
CONTENTS


 


	
  ARTICLE I.

  
	
   

  
	
  DEFINITIONS

  
	
   

  	
   

  	
   

  
	
  SECTION 1.01

  	
   

  	
  Definitions

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  II.

  
	
   

  	
   

  	
   

  
	
  CONVEYANCE
  OF LICENSES

  
	
   

  	
   

  	
   

  
	
  SECTION 2.01

  	
   

  	
  Conveyance of Licensing Contributed
  License Agreements

  
	
  SECTION 2.02

  	
   

  	
  Filings

  
	
  SECTION 2.03

  	
   

  	
  Security Interests

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  
	
   

  
	
  REPRESENTATIONS
  AND WARRANTIES

  
	
   

  	
   

  	
   

  
	
  SECTION 3.01

  	
   

  	
  Representations and Warranties of
  Licensing

  
	
  SECTION 3.02

  	
   

  	
  Representations and Warranties of IP
  Holder

  
	
  SECTION 3.03

  	
   

  	
  Representations and Warranties of
  Licensing as to the Licensing Contributed License Agreements

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV.

  
	
   

  	
   

  	
   

  
	
  COVENANTS OF
  LICENSING

  
	
   

  	
   

  	
   

  
	
  SECTION 4.01

  	
   

  	
  Covenants of Licensing

  
	
   

  	
   

  	
   

  
	
  ARTICLE V.

  
	
   

  	
   

  	
   

  
	
  DELIVERY OF
  GENERAL PARTNERSHIP INTERESTS

  
	
   

  	
   

  	
   

  
	
  SECTION 5.01

  	
   

  	
  Delivery of General Partnership Interests

  
	
  SECTION 5.02

  	
   

  	
  Tax-Free Capital Contribution.

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VI.

  
	
   

  	
   

  	
   

  
	
  MISCELLANEOUS
  PROVISIONS

  
	
   

  	
   

  	
   

  
	
  SECTION 6.01

  	
   

  	
  Indemnification

  
	
  SECTION 6.02

  	
   

  	
  Amendment

  



 


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  SECTION 6.03

  	
   

  	
  Protection of Right, Title and Interest to
  Guess? IP

  
	
  SECTION 6.04

  	
   

  	
  Assignment

  
	
  SECTION 6.05

  	
   

  	
  Merger or Consolidation of, or Assumption
  of the Obligations of, Licensing

  
	
  SECTION 6.06

  	
   

  	
  Governing Law

  
	
  SECTION 6.07

  	
   

  	
  Submission To
  Jurisdiction; Waivers

  
	
  SECTION 6.08

  	
   

  	
  Notices

  
	
  SECTION 6.09

  	
   

  	
  Severability of Provisions

  
	
  SECTION 6.10

  	
   

  	
  Further Assurances

  
	
  SECTION 6.11

  	
   

  	
  No Waiver; Cumulative Remedies

  
	
  SECTION 6.12

  	
   

  	
  Counterparts

  
	
  SECTION 6.13

  	
   

  	
  Third-Party Beneficiaries

  
	
  SECTION 6.14

  	
   

  	
  Headings

  
	
  SECTION
  6.15

  	
   

  	
  Merger
  and Integration

  
	
  SECTION 6.16

  	
   

  	
  Force Majeure.

  
	
  SECTION
  6.17

  	
   

  	
  Nonpetition
  Covenants

  
	
  SECTION 6.18

  	
   

  	
  Interpretation.

  
	
  SECTION
  6.19

  	
   

  	
  Waiver
  of Jury Trial.

  
	
   

  	
   

  	
   

  
	
  Schedule A – Licensing
  Contributed License Agreements

  
	
  Schedule B – Form of
  Instruction to Pay into Lockbox Account

  



 


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This LICENSING
CONTRIBUTION AGREEMENT (this “Licensing Contribution Agreement”), is dated as
of April 28, 2003, by and between Guess? Licensing, Inc., a corporation
organized and existing under the laws of the State of Delaware (“Licensing”),
and Guess? IP Holder L.P., a limited partnership organized under the laws of
the State of Delaware, as IP Holder.


 


RECITALS


 


WHEREAS, Licensing desires to absolutely contribute,
sell, assign, convey, and transfer to IP Holder certain license agreements in
exchange for general partnership interests in IP Holder; and


 


WHEREAS, IP Holder desires to acquire from Licensing
certain license agreements pursuant to which certain trademarks and
intellectual property are licensed to third parties, including the right to
receive royalty payments due to the licensor thereunder, but not including the
duties of Licensing thereunder that are in the nature of payment obligations or
obligations to purchase from the licensees thereunder any goods manufactured,
sold, or distributed by such licensees;


 


NOW, THEREFORE, in consideration of the premises and
mutual agreements herein contained, each party agrees as follows for the
benefit of the other party and for the benefit of IP Holder, the Issuer and the
Indenture Trustee:


 


ARTICLE I.



DEFINITIONS


 


SECTION 1.01                                    Definitions.  Certain capitalized terms used in this
Licensing Contribution Agreement that are not otherwise defined herein shall
have the meanings ascribed to them in Annex X as attached hereto, and the
following terms shall have the respective meanings set forth in this Section
1.01:


 


“Licensing
Contributed License Agreements” means the specific trademark license agreements
being transferred pursuant to this Licensing Contribution Agreement, , as the
same may be amended, modified or extended from time to time, and all proceeds
thereof and payments thereunder, that are identified on Schedule A.


 


“Licensing
Contributed License Agreement File” means, with respect to each Licensing
Contributed License Agreement:


 


(a)                                  the
fully executed original of the Licensing Contributed License Agreement; and


 


(b)                                 any
and all other documents that Licensing or the Servicer, as the case may be,
shall keep on file, in accordance with its customary procedures, relating to
such Licensing Contributed License Agreement or the related Licensing Licensee,
including


 


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any
samples and other materials provided pursuant to the Licensing Contributed
License Agreement terms.


 


“Licensing
Licensee” means a Person who has licensed any of the Guess? Trademarks by the
execution and delivery of a Licensing Contributed License Agreement, or any
other Person who owes or may be liable for payments under such Licensing
Contributed License Agreement.


 


“Schedule
of Licensing Contributed License Agreements” means the schedule of Licensing
Contributed License Agreements described in Section 2.01 and attached as
Schedule A.


 


ARTICLE II.



CONVEYANCE OF LICENSES


 


SECTION 2.01                                    Conveyance
of Licensing Contributed License Agreements.


 


(a)                                  Subject
to the terms and conditions of this Licensing Contribution Agreement, Licensing
hereby contributes, sells, assigns, conveys, and transfers to IP Holder
pursuant to this Licensing Contribution Agreement, and IP Holder hereby accepts
from Licensing (subject to Licensing’s obligations hereunder):


 


(i)                                     all
right, title, and interest of Licensing in and to the Licensing Contributed
License Agreements, and all monies due or to become due thereon or paid
thereunder by the Licensing Licensees (other than any duties of Licensing
thereunder that are in the nature of payment obligations or obligations to
purchase from licensees thereunder any goods manufactured, sold, or distributed
by such licensees), including, without limitation, in the case of any Licensing
Contributed License Agreement the provisions of which reserve to Licensing the
right to consent to or withhold consent from any licensee with respect to
retail sales of goods produced thereunder or sales of goods produced thereunder
to specific stores or distribution channels, the right to give or withhold such
consent and the right to delegate the giving or withholding of such consent to
an agent of IP Holder; and


 


(ii)                                  all
proceeds of the foregoing.


 


(b)                                 In
connection with the foregoing contribution, Licensing further agrees, at its
own expense, (i) to annotate and indicate in its master computer records
(including backup files) that the Licensing Contributed License Agreements have
been transferred to IP Holder pursuant to this Licensing Contribution
Agreement, (ii) to deliver to IP Holder a true and complete list of all the
Licensing Contributed License Agreements, identified by the name of the
Licensing Licensee, which list shall be marked as Schedule A to this
Licensing Contribution Agreement and is hereby incorporated into and made a
part of this Licensing Contribution Agreement, (iii) to deliver the Licensing
Contributed License Agreement Files to or upon the order of IP Holder, (iv) to
provide any notices and to execute any assignment agreements necessary under
the UCC or the laws of any state or foreign jurisdiction to give the Licensing


 


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Licensees notice of the
change in licensor or otherwise to effect properly the conveyance of the
Licensing Contributed License Agreements, and (v) to deliver to each licensee
with respect to a Licensing Contributed License Agreement an instruction to
make all future payment of Royalty Receivables to the Lockbox Account in a form
substantially the same as that set forth in Schedule B hereto.


 


(c)                                  In
connection with the foregoing contribution, IP Holder hereby expressly agrees
to assume the obligations of Licensing as licensor under each of the Licensing
Contributed License Agreements (except for those obligations retained by
Licensing as described in clause (a)(i) of this Section 2.01).


 


SECTION 2.02                                    Filings.  Licensing agrees, at its own expense, to
cause all financing statements and continuation statements (including, but not
limited to, filings under the UCC and relevant foreign equivalents), this
Licensing Contribution Agreement and all amendments hereto, and any other
documents necessary to provide third parties with notice of IP Holder’s right,
title, and interest to the Licensing Contributed License Agreements to be
promptly recorded, registered, and filed, and at all times to be kept recorded,
registered, and filed, all in such manner and in such places as may be required
by law fully to preserve and protect the right, title, and interest of IP
Holder to the Licensing Contributed License Agreements.  Licensing shall deliver to IP Holder file-stamped
copies of, or filing receipts for, any document recorded, registered, or filed
as provided above as soon as available following such recording, registration,
or filing.  IP Holder shall cooperate
fully with Licensing in connection with the obligations set forth in this
section and shall execute any and all documents reasonably required to fulfill
the intent of this section.


 


SECTION 2.03                                    Security
Interests.  It is the intention of
the parties that the contribution of assets from Licensing to IP Holder as
contemplated by Section 2.01 hereof will constitute an absolute transfer and
assignment, and that the beneficial interest in and title to the Licensing
Contributed License Agreements shall not be property of Licensing’s estate in
the event of the filing of a bankruptcy petition by or against Licensing under
any bankruptcy law, and that the Licensing Contributed License Agreements will
not be deemed “executory contracts” that Licensing (or the trustee in
bankruptcy for Licensing) can reject in a bankruptcy or insolvency
proceeding.  However, if the transfer of
any of the Licensing Contributed License Agreements is deemed to be other than
an absolute assignment, the parties intend that all filings described in Section
2.02 shall give IP Holder a first priority perfected security interest in, to,
and under the Licensing Contributed License Agreements.  This Licensing Contribution Agreement shall
be deemed to be the grant of a security interest in the Licensing Contributed
License Agreements from Licensing to IP Holder, and IP Holder shall have all
the rights, powers, and privileges of a secured party under the UCC.


 


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ARTICLE III.


 


REPRESENTATIONS
AND WARRANTIES


 


SECTION 3.01                                    Representations
and Warranties of Licensing


 


(a)                                  Licensing
hereby represents and warrants to IP Holder that:


 


(i)                                     Organization and Good Standing.  Licensing is duly organized and validly
existing as a corporation in good standing under the laws of the State of
Delaware, and has power and authority to own its properties and to conduct its
business as such properties are currently owned and such business is presently
conducted, and has corporate power, authority, and legal right to convey the
Licensing Contributed License Agreements.


 


(ii)                                  Due Qualification.  Licensing is duly qualified to do business
as a foreign corporation in good standing, and has obtained all necessary
licenses and approvals in all jurisdictions in which the ownership or lease of
property or the conduct of its business requires such qualifications and where
the failure to so qualify would have a Material Adverse Effect.


 


(iii)                               Power and Authority.  Licensing has the corporate power and
authority to execute and deliver this Licensing Contribution Agreement and to
carry out its terms; and the execution, delivery and performance of this
Licensing Contribution Agreement has been duly authorized by Licensing by all
necessary corporate action.


 


(iv)                              Binding Obligation.  This Licensing Contribution Agreement
constitutes a legal, valid, and binding obligation of Licensing, enforceable in
accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium, and other similar laws
affecting creditors’ rights generally, or by general principles of equity.


 


(v)                                 No Violation.  The consummation of the transactions contemplated by this
Licensing Contribution Agreement and the fulfillment of the terms hereof do not
conflict with, result in any breach of any of the terms and provisions of, nor
constitute (with or without notice or lapse of time) a default under, the
articles of incorporation or bylaws of Licensing, or conflict with or breach
any of the material terms or provisions of, or constitute (with or without
notice or lapse of time) a default under, any indenture, agreement, or other
instrument to which Licensing is a party or by which it is bound; nor result in
the creation or imposition of any Lien (other than Permitted Liens) upon any of
its properties pursuant to the terms of any such indenture, agreement, or other
instrument; nor violate any law or, to the best of Licensing’s knowledge, any
order, rule, or regulation applicable to Licensing of any court or of any
federal, state, or foreign regulatory body, administrative agency, or other
governmental instrumentality having jurisdiction over Licensing or its
properties, which breach, default, conflict, lien, or violation would have a
Material Adverse Effect.


 


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(vi)                              No Proceedings.  There is no action, suit, or proceeding before or by any court or
governmental agency or body, domestic or foreign, now pending or, to
Licensing’s knowledge, threatened, against or affecting Licensing:
(i) asserting the invalidity of this Licensing Contribution Agreement,
(ii) seeking to prevent the consummation of any of the transactions
contemplated by this Licensing Contribution Agreement, or (iii) seeking any
determination or ruling that might materially and adversely affect the
performance by Licensing of its obligations under, or the validity or
enforceability of, this Licensing Contribution Agreement.


 


(vii)                           Solvency. 
Licensing is, and immediately after giving effect to the transactions
contemplated by this Licensing Contribution Agreement and the other Transaction
Documents will be, solvent.


 


(viii)                        Taxes. 
Licensing has filed, or caused to be filed, in a timely manner all tax
returns, reports and declarations that are required to be filed by them or any
of them.  All information in such tax
returns, reports, and declarations is complete and accurate in all material
respects.  Licensing has paid or caused
to be paid all taxes due and payable or claimed due and payable in any
assessment received by it, except taxes the validity of which are being contested
in good faith by appropriate proceedings diligently pursued and available to
Licensing and with respect to which adequate reserves have been set aside on
its books.  Adequate provision has been
made for the payment of all accrued and unpaid federal, state, county, local,
foreign, and other taxes whether or not due and payable and whether or not
disputed.


 


(ix)                                Non-Contravention.  The execution, delivery and performance of
this Licensing Contribution Agreement in accordance with its terms and the
consummation of the transactions contemplated hereby by Licensing do not and
will not require the consent or approval of any Person, except for such
consents and approvals as have already been obtained and (ii) violate any
applicable laws.


 


(x)                                   Governmental Regulation.  Licensing is not required to obtain any
consent, approval, authorization, permit or license from, or effect any filing
or registration with any Governmental Authority in connection with the
execution, delivery and performance of this Licensing Contribution Agreement in
accordance with its terms other than filings intended to perfect the security
interest granted hereunder.


 


(xi)                                State of Organization.  As of the date hereof, Licensing is
incorporated under the laws of the State of Delaware.


 


(b)                                 The
representations and warranties set forth in this Section 3.01 will survive the
conveyance of the Licensing Contributed License Agreements by Licensing to IP
Holder pursuant to this Licensing Contribution Agreement.  Upon discovery by Licensing or IP Holder of
a breach of any of the foregoing representations and warranties or the
occurrence of an event that materially and adversely affects the interests of
IP Holder (or any assignee thereof) in


 


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this Licensing
Contribution Agreement, the party discovering such breach or event shall give
prompt written notice to the other and the Indenture Trustee.


 


SECTION 3.02                                    Representations
and Warranties of IP Holder.


 


(a)                                  IP
Holder hereby represents and warrants to Licensing that:


 


(i)                                     Organization and Good Standing.  IP Holder is duly organized and validly
existing as a limited partnership in good standing under the laws of the State
of Delaware, and has the power, authority, and legal right to acquire and
become licensor under the Licensing Contributed License Agreements.


 


(ii)                                  Due Qualification.  IP Holder is duly qualified to do business
as a foreign limited partnership in good standing, and has obtained all
necessary licenses and approvals in all jurisdictions in which assignment of
the Licensing Contributed License Agreements or the conduct of its business
requires such qualifications and where the failure to so qualify would have a
Material Adverse Effect.


 


(iii)                               Power and Authority.  IP Holder has the power and authority to
execute and deliver this Licensing Contribution Agreement and to carry out its
terms; IP Holder has full power and authority to acquire the Licensing
Contributed License Agreements and has duly authorized such acquisition; and
the execution, delivery, and performance of this Licensing Contribution
Agreement has been duly authorized by IP Holder by all necessary action.


 


(iv)                              Binding Obligation.  This Licensing Contribution Agreement
constitutes a legal, valid, and binding obligation of IP Holder, enforceable in
accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium, and other similar laws
affecting creditors’ rights generally or by general principles of equity.


 


(v)                                 No Violation.  The consummation of the transactions contemplated by this
Licensing Contribution Agreement and the fulfillment of the terms hereof do not
conflict with, result in any breach of any of the terms and provisions of, nor
constitute (with or without notice or lapse of time) a default under, the
certificate of limited partnership or limited partnership agreement of IP
Holder, or conflict with or breach any of the material terms or provisions of,
or constitute (with or without notice or lapse of time) a default under, any
indenture, agreement, or other instrument to which IP Holder is a party or by
which it is bound; nor result in the creation or imposition of any Lien (other
than Permitted Liens) upon any of its properties pursuant to the terms of any
such indenture, agreement, or other instrument; nor violate any law or, to the
best of IP Holder’s knowledge, any order, rule, or regulation applicable to IP
Holder of any court or of any federal, state, or foreign regulatory body,
administrative agency, or other governmental instrumentality having
jurisdiction over IP Holder or its properties, which breach, default, conflict,
Lien, or violation would have a Material Adverse Effect.


 


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(vi)                              No Proceedings.  There is no action, suit, or proceeding before or by any court or
governmental agency or body, domestic or foreign, now pending or, to IP
Holder’s knowledge, threatened, against or affecting IP Holder: (i) asserting
the invalidity of this Licensing Contribution Agreement, (ii) seeking to
prevent the consummation of any of the transactions contemplated by this
Licensing Contribution Agreement, or (iii) seeking any determination or ruling
that might materially and adversely affect the performance by IP Holder of its
obligations under, or the validity or enforceability of, this Licensing
Contribution Agreement.


 


(vii)                           No Consents.  No consent, approval, or order of, or filing with, any court or
governmental body is required to be obtained or made by IP Holder for the
consummation of the transactions in the manner contemplated by this Licensing
Contribution Agreement, except such as have been obtained as of the Closing
Date or such as may be required under state securities laws.


 


(viii)                        Taxes. 
IP Holder has filed, or caused to be filed, in a timely manner all tax
returns, reports and declarations that are required to be filed by them or any
of them.  All information in such tax
returns, reports, and declarations is complete and accurate in all material
respects.  IP Holder has paid or caused
to be paid all taxes due and payable or claimed due and payable in any
assessment received by it, except taxes the validity of which are being
contested in good faith by appropriate proceedings diligently pursued and
available to IP Holder and with respect to which adequate reserves have been
set aside on its books.  Adequate
provision has been made for the payment of all accrued and unpaid federal,
state, county, local, foreign, and other taxes whether or not due and payable
and whether or not disputed.


 


(b)                                 The
representations and warranties set forth in this Section 3.02 shall survive the
conveyance of the Licensing Contributed License Agreements by Licensing to IP
Holder pursuant to this Licensing Contribution Agreement.  Upon discovery by Licensing or IP Holder of
a breach of any of the foregoing representations and warranties or the
occurrence of event that materially and adversely affects the interests of IP
Holder (or any assignee thereof) in the Licensing Contributed License Agreements,
the party discovering such breach or event shall give prompt written notice to
the other and the Indenture Trustee.


 


SECTION 3.03                                    Representations
and Warranties of Licensing as to the Licensing Contributed License Agreements.


 


(a)                                  Licensing
hereby represents and warrants that:


 


(i)                                     Characteristics of Licenses.  Each Licensing Contributed License Agreement
(A) is an Eligible License Agreement, (B) has been fully and properly executed
by the parties thereto, and (C) contains customary enforceable provisions such
that the rights and remedies of the licensor shall be adequate for IP Holder or
its agent to enforce the Licensing Contributed License Agreement.


 


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(ii)                                  Schedule of Licenses.  The information set forth in the Schedule of
Licensing Contributed License Agreements is true and correct in all material
respects.


 


(iii)                               Compliance with Law.  Each of the Licensing Contributed License
Agreements, and the assignment and contribution thereof pursuant to this Licensing
Contribution Agreement, complies in all material respects with all requirements
of applicable federal, state, local, and foreign laws, and regulations
thereunder.


 


(iv)                              Binding Obligation.  Each of the Licensing Contributed License
Agreements, and the assignment and contribution thereof pursuant to this
Licensing Contribution Agreement, 
constitutes the legal, valid, and binding payment obligation of the
related Licensing Licensee, enforceable in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium, and other similar laws affecting the enforcement of creditors’
rights generally and by general principles of equity, regardless of whether
such enforceability shall be considered in a proceeding in equity or at law.


 


(v)                                 No Consent.  No consent of any Licensing Licensee is required in connection
with the execution, delivery, and performance of this Licensing Contribution
Agreement, except as has been obtained.


 


(vi)                              No Bankrupt Licensees.  To the knowledge of Licensing, none of the
Licensing Licensees is presently the subject of a bankruptcy proceeding or is
insolvent.


 


(vii)                           No Government Licensees.  None of the Licensing Licensees is a local,
state or federal domestic or foreign government, or an agency, department, or
instrumentality thereof.


 


(viii)                        Licenses in Force, No Amendments.  None of the Licensing Contributed License
Agreements has been terminated , rescinded, amended or modified except as is
indicated on the attached Schedule A.


 


(ix)                                No Defenses.  No Licensing Licensee has any right of rescission, setoff,
counterclaim, or defense any Licensing Contributed License, nor has any been
asserted or threatened.


 


(x)                                   Good Title; Liens.  The Licensing Contributed License Agreements
have not been sold, transferred, assigned, or pledged by Licensing to any
Person other than IP Holder, and Licensing is the licensor under each of the
Licensing Contributed License Agreements, which are free and clear any Liens
(other than Permitted Liens), claim or encumbrance of any Person.  Immediately upon the transfer and assignment
thereof to IP Holder, IP Holder will be the licensor under


 


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each of the
Licensing Contributed License Agreements, free and clear of all Liens and
rights of others (other than Permitted Liens).


 


(xi)                                Perfected Liens.  This Licensing Contribution Agreement creates a valid and
continuing security interest (as defined in the UCC) in the Licensing
Contributed License Agreements in favor of IP Holder, which security interest
is prior to all other Liens (other than Permitted Liens), and is enforceable as
such as against creditors of and purchasers from Licensing.


 


(xii)                             General Intangibles.  The Licensing Contributed License Agreements
constitute “general intangibles” within the meaning of the UCC.


 


(xiii)                          All Filings Made.  Licensing has caused or will have caused the
filing of all appropriate financing statements and other filings (including,
but not limited to, UCC filings (and relevant foreign equivalents) and
trademark filings (with the United States Patent and Trademark Office and
relevant foreign equivalents)) in the proper filing office in the appropriate
jurisdictions under applicable law in order to perfect the security interest in
the Licensing Contributed License Agreements granted to IP Holder hereunder, or
as otherwise necessary in any jurisdiction to provide third parties with notice
of the transfers and assignments herein contemplated and to perfect the
absolute conveyance of the Licensing Contributed License Agreements from
Licensing to IP Holder on the Closing Date, and no other consent, approval, or
order of, or filing with, any court or governmental body is required to be
obtained or made by Trademark Originator for the consummation of the
transactions in the manner contemplated by this Licensing Contribution
Agreement, except such as have been obtained as of the Closing Date or such as
may be required under state securities laws; provided, however, that if
(A) any filing or trademark filing is not accepted by the relevant governmental
authority or is not effective to provide such notice or to perfect such
conveyance, and (B) such nonacceptance or ineffectiveness would not have a
Material Adverse Effect, then such event will not constitute a breach of this
covenant.


 


(xiv)                         Priority. 
Other than the security interest granted to IP Holder pursuant to this
Licensing Contribution Agreement, Licensing has not pledged, assigned, sold,
granted a security interest in, or otherwise conveyed any of the Licensing
Contributed License Agreements. 
Licensing has not authorized the filing of and is not aware of any
financing statements against Licensing that include a description of collateral
covering the Licensing Contributed License Agreements other than any financing
statement relating to the security interest granted to IP Holder hereunder or
that has been terminated.  Licensing is
not aware of any judgment or tax lien filings against Licensing.


 


(xv)                            Lawful Assignment.  The contribution, transfer, and assignment
of the Licensing Contributed License Agreements under this Licensing
Contribution Agreement and the related assignments are not unlawful, void, or
voidable


 


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pursuant to the laws
or statutes of any jurisdiction, nor will they result in a breach, default,
conflict, lien, violation of, or material adverse effect upon, any of the
Licensing Contributed License Agreements.


 


(xvi)                         No Adverse Judgments.  No domestic or foreign court, tribunal, or
other official governmental authority, including the United States Patent and
Trademark Office or any foreign equivalent, has entered a holding, judgment, or
decision canceling or otherwise limiting Licensing’s interest in the Licensing
Contributed License Agreements.


 


(xvii)                      No Pending Actions.  No action or proceeding is pending or, to
Licensing’s knowledge, threatened, seeking to limit, cancel, or question the
validity of any material portion of the Licensing Contributed License
Agreements or of Licensing’s rights thereunder, that if adversely determined
would have a Material Adverse Effect.


 


(xviii)                   No Waivers.  No material provision of a Licensing Contributed License
Agreement has been waived in such a manner that such Licensing Contributed License
Agreement fails to meet all of the other representations and warranties made by
Licensing herein with respect thereto.


 


(xix)                           No Delinquency.  None of the Royalty Receivables payable under any of the
Licensing Contributed Licenses is 30 or more days past due as of the date
hereof.


 


(xx)                              Past Defaults.  No material default has occurred with respect to any of the
Licensing Contributed Licenses which has not been cured by the related licensee
as of the date hereof.


 


(xxi)                           Other Defaults.  The execution and implementation of this Licensing Contribution
Agreement will not result in the breach of any conditions or constitute a
default (with or without notice or lapse of time or both) under any license or
agreement constituting any portion of the Licensing Contributed License
Agreements or to which any of the Licensing Contributed License Agreements is
subject.  Neither Licensing nor any
person, firm or corporation associated with or deriving rights in any Licensing
Contributed Licensing Agreement through or from Licensing is in default of any
applicable agreement constituting a portion of the Licensing Contributed
License Agreements.


 


(xxii)                        Advances. 
No advances or other charges heretofore received by Licensing in
connection with the Licensing Contributed License Agreements remain recoupable
from any Royalty Receivables by Licensing on or after the Closing Date,
regardless of when advanced or earned.


 


(xxiii)                     Bulk Transfers.  Licensing’s transfer and assignment of the Licensing Contributed
License Agreements hereunder is not subject to the provisions of the UCC
relating to bulk transfers.


 


10

















 


(xxiv)                    Quality Control.  Through the Closing Date, Licensing has examined, monitored (or
caused to be examined or monitored) and otherwise policed (or caused to be
policed) the activities of the Licensing Licensees in a manner and to an extent
necessary and sufficient to prevent the abandonment of any Subject Trademark.


 


(b)                                 The
representations and warranties set forth in this Section 3.03 shall speak as of
the execution and delivery of this Licensing Contribution Agreement, but shall
survive the transfer, conveyance, and assignment of the Licensing Contributed
License Agreements to IP Holder.  So
long as any Notes are outstanding, Licensing agrees that (i) each
representation and warranty made by Licensing pursuant to Sections 3.03(a)(xi),
(xii), (xiii) and (xiv) shall survive, and (ii) Licensing shall not waive, by
course of conduct or in writing, any of such representations and
warranties.  Upon discovery by Licensing
or IP Holder (including by receipt of notice thereby from any other Person with
respect thereto) of a breach of any of the foregoing representations and
warranties or the occurrence of an event that materially and adversely affects
the interests of IP Holder (or any assignee thereof) in the Licensing
Contributed License Agreements, the party discovering such breach or event
shall give prompt written notice to the other and the Indenture Trustee.


 


(c)                                  Licensing
hereby indemnifies and holds harmless IP Holder for any and all actual costs,
expenses, losses, claims, damages, injury, and liabilities suffered by IP
Holder to the extent such actual cost, expense, loss, claim, damage, injury, or
liability results from any breach by Licensing of the representations and
warranties set forth in this Section 3.03, or a licensee being bankrupt as of
the Closing Date, with or without the knowledge of Licensing.


 


ARTICLE IV. COVENANTS OF
LICENSING.


 


SECTION 4.01                                    Covenants
of Licensing.  Licensing hereby
covenants that:


 


(a)                                  Transaction Documents; Licensing Contributed License
Agreements.  Licensing will
perform all of its obligations under, and otherwise comply with the terms of
the Transaction Documents, and will notify IP Holder, the Issuer and the
Indenture Trustee if it becomes aware of (i) any breach under the Transaction
Documents by any party thereto, or (ii) any claimed material breach, right of
offset, or other material claim made or brought by any Licensing Licensee.


 


(b)                                 Material Agreements.  Licensing will not extend, amend, or modify
any Licensing Contributed License Agreement in any manner that would (i) impair
the enforceability of the Subject License Agreements or materially adversely
affect the ability or right of IP Holder to collect the Royalty Receivables, or
(ii) if after taking such action, the Prospective Coverage Ratio (calculated on
a pro forma basis) would not be greater than or equal to 110% or, if the
Prospective Coverage Ratio is already equal to or lesser than 110%, the
Prospective Coverage Ratio (calculated on a pro forma basis) would not be
greater than the Prospective Coverage Ratio before taking such action, decrease
the amount of the Royalty Receivables, or decrease the value of the Guarantee Collateral.


 


11

















 


(c)                                  Security Interests.  Except for the conveyances hereunder,
Licensing will not sell, pledge, assign, or transfer to any other Person, or
grant, create, incur, assume, or suffer to exist any Lien (other than Permitted
Liens) on any Licensing Contributed License Agreement, or any interest
therein.  Licensing will immediately
notify IP Holder and the Indenture Trustee of the existence of any Lien (other
than Permitted Liens) on any Licensing Contributed License Agreement, and
Licensing shall defend the right, title, and interest of IP Holder in, to, and
under the Licensing Contributed License Agreements against all claims of third
parties claiming through or under Licensing.


 


(d)                                 Delivery of Payments.  Licensing agrees to deliver in kind upon
receipt to the Servicer any and all payments received by Licensing of royalties
under the Licensing Contributed License Agreements as soon as practicable (but
in any event within two Business Days) after receipt thereof by Licensing from
and after the Closing Date.


 


(e)                                  No Impairment.  Licensing shall take no action, nor omit to take any action, that
would impair the rights of IP Holder in the Licensing Contributed License
Agreements, nor shall it reschedule, revise, offset, or defer payments due on
any Licensing Contributed License Agreement if any such action would have a
Material Adverse Effect.


 


(f)                                    Indemnity; Continued Performance.  Licensing hereby indemnifies and holds
harmless IP Holder for any and all actual costs, expenses, losses, claims,
damages, injury, and liabilities relating to any payments due by the licensor,
or offsets against payments due by any Licensing Licensee, under any of the
Licensing Contributed License Agreements.


 


ARTICLE V.



DELIVERY OF GENERAL PARTNERSHIP INTERESTS


 


SECTION 5.01                                    Delivery
of General Partnership Interests. 
The execution of this Licensing Contribution Agreement and all other
Transaction Documents, the completion of all filings contemplated hereunder and
thereunder, and the performance of the parties’ obligations hereunder and
thereunder, shall be concurrent with and shall be against delivery of the
increased capital account balance representing the partnership interests of IP
Holder that are designated as general partnership interests (as opposed to
limited partnership interests)  to
Licensing.


 


SECTION 5.02                                    Tax-Free
Capital Contribution.  It is the
express intent of the parties hereto that the contributions set forth herein be
characterized as tax-free capital contributions within the meaning of Section
721 of the Internal Revenue Code of 1986, as amended, and that the related cash
distributions on account of the Notes not be treated as part of a “disguised
sale” of the assets contributed to IP Holder, but rather be characterized, for
tax purposes, as a borrowing against such assets within the meaning of Sections
1.707-5(b) and 1.707-5(f) (Ex. 11) of the Treasury Regulations.


 


12

















 


ARTICLE VI.


 


MISCELLANEOUS
PROVISIONS


 


SECTION 6.01                                    Indemnification.  Licensing shall indemnify and hold harmless
IP Holder, the Issuer, the Indenture Trustee, and the Noteholders (the
“Indemnified Parties”) from and against any and all costs, expenses, losses,
claims, damages, injury, and liabilities to the extent that such cost, expense,
loss, claim, damage, or liability arose out of, and was imposed upon such
Person as a result of the transactions contemplated by this Licensing
Contribution Agreement through the willful misconduct or gross negligence of
Licensing in the performance of its duties under this Licensing Contribution
Agreement, by reason of reckless disregard of its obligations and duties under
this Licensing Contribution Agreement, or by breach of its representations and
warranties under this Licensing Contribution Agreement, including, but not
limited to, any judgment, award, settlement, reasonable attorneys’ fees, and
other costs or expenses incurred in connection with the defense of any actual
or threatened action, proceeding, or claim; provided,
however, that Licensing shall not indemnify any such Person if such
acts, omissions or alleged acts or omissions constitute gross negligence or
willful misconduct by IP Holder, the Issuer, the Indenture Trustee, or any
Noteholders.  In case any such action is
brought against a party indemnified under this Section 6.01 and it notifies
Licensing of the commencement thereof, Licensing will assume the defense
thereof, with counsel reasonably satisfactory to such indemnified party (who
may be counsel to Licensing unless there is an unwaivable conflict of interest
as evidenced by an Opinion of Counsel stating such), and Licensing will not be
liable to such indemnified party under this section for any legal or other
expenses subsequently incurred by such indemnified party in connection with the
defense thereof, other than reasonable costs of investigation.  This indemnity is in addition to any other
indemnity from Licensing herein.


 


Licensing will be liable for settlement of any claim
made against any Indemnified Party that is made with Licensing’s written
consent, which consent will not be unreasonably withheld.  Licensing will not, with out the prior
written consent of the Indemnified Parties, which consent will not be
unreasonably withheld, settle or compromise any claim, or permit a default
under or consent to the entry of any judgment in respect thereof, unless such
settlement, compromise or consent includes, as an unconditional term thereof,
the giving by the claimant to the applicable Indemnified Party of an
unconditional release from all liability in respect thereof.


 


SECTION 6.02                                    Amendment.  This Licensing Contribution Agreement may be
amended from time to time by IP Holder and Licensing only in accordance with
Section 3.13 of the Indenture.


 


SECTION 6.03                                    Protection
of Right, Title and Interest to Guess? IP.


 


(a)                                  Licensing
at its expense shall cause this Licensing Contribution Agreement, all
amendments hereto and/or all financing statements and continuation statements
and any other necessary documents covering IP Holder’s right, title, and
interest to the Licensing Contributed License Agreements to be promptly
recorded, registered, and filed, and at all times to be kept recorded,
registered, and filed, all in such manner and in such places as may be


 


13

















 


required by law fully to
preserve and protect the right, title and interest of IP Holder hereunder to
all of the Licensing Contributed License Agreements.  Licensing shall deliver to IP Holder file-stamped copies of, or
filing receipts for, any document recorded, registered, or filed as provided
above as soon as available following such recording, registration, or
filing.  IP Holder shall cooperate fully
with Licensing in connection with the obligations set forth above and will
execute any and all documents reasonably required to fulfill the intent of this
subsection.


 


(b)                                 Within
30 days after Licensing makes any change in (i) its location of organization
under the UCC, or (ii) its name, identity, or corporate structure that would
make any financing statement or continuation statement filed in accordance with
Section 6.03(a) or in Section 2.02 seriously misleading within the meaning of
Section 9-507 or 9-508 of the UCC as in effect in the applicable state,
Licensing shall give IP Holder notice of any such change and shall execute and
file such financing statements or amendments as may be necessary to continue
the perfection of IP Holder’s security interest in the Licensing Contributed
License Agreements and the proceeds thereof.


 


SECTION 6.04                                    Assignment.  Neither party to this Licensing Contribution
Agreement may assign any of its rights, duties, or obligations hereunder except
as contemplated by this section, the Indenture, the Receivables Contribution
Agreement, the Servicing Agreement, the Guess? License Agreement, the Licensing
Contributed License Agreements, and the Guarantee; provided, however, that simultaneously with the execution
and delivery of this Licensing Contribution Agreement, IP Holder shall assign
all of its right, title, and interest herein to the royalty proceeds from the
Subject License Agreements to the Issuer, and the parties hereto acknowledge
that the Issuer will pledge all of the foregoing and certain other property to
the Indenture Trustee for the benefit of any Noteholders as provided in the
granting clause of the Indenture, to which transfer, assignment, and pledge
Licensing hereby expressly consents. 
Licensing agrees to perform its obligations hereunder for the benefit of
the Issuer, and agrees that the Indenture Trustee may enforce the provisions of
this Licensing Contribution Agreement, exercise the rights of IP Holder and
enforce the obligations of Licensing hereunder as they relate to the Subject IP
and the Royalty Receivables without the consent of IP Holder, provided, however, that the parties
hereto, and all assignees hereof acknowledge and agree or, by taking assignment
of any of the benefits hereof, are deemed to acknowledge and agree, that all
remedial actions permitted to be taken under this Licensing Contribution
Agreement are subject to the provisions of Sections 4.02(b) and 6.03(f) of the
Guess? License Agreement, Section 5.6 of the Indenture, Section 5.2(d) of the
Receivables Contribution Agreement, and Section 6.6 of the Guarantee.


 


SECTION 6.05                                    Merger
or Consolidation of, or Assumption of the Obligations of, Licensing.


 


(a)                                  Licensing
shall not consolidate with or merge into any other corporation or convey or
transfer its properties and assets substantially as an entirety to any Person,
unless:


 


(i)                                     the
corporation formed by such consolidation or into which Licensing is merged or
the Person which acquires by conveyance or transfer the properties and assets
of Licensing substantially as an entirety shall be organized and existing


 


14

















 


under the laws of
the United States or any State or the District of Columbia, and, if Licensing
is not the surviving entity, shall expressly assume, by an agreement
supplemental hereto, executed and delivered to IP Holder and the Issuer, in
form reasonably satisfactory to IP Holder and the Issuer, the performance of
every covenant and obligation of Licensing hereunder and, prior to the
Termination Date, shall benefit from all the rights granted to Licensing
hereunder in all material respects; and


 


(ii)                                  Licensing
shall have delivered to IP Holder and the Issuer an Officer’s Certificate of
Licensing and an Opinion of Counsel each stating that such consolidation,
merger, conveyance, or transfer and such supplemental agreement comply with
this Section 6.05, that such assumption agreement is enforceable against the
assuming party (subject to customary caveats and assumptions)  and that all conditions precedent herein
provided for relating to such transaction have been complied with.


 


(b)                                 The
obligations of Licensing hereunder shall not be assignable nor shall any Person
succeed to the obligations of Licensing hereunder except in each case in
accordance with the provisions of the foregoing paragraph and of Section 6.04.


 


SECTION 6.06                                    Governing
Law.  This Licensing Contribution
Agreement shall be governed by, and construed in accordance with, the laws of
the State of New York, and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws.


 


SECTION 6.07                                    Submission To Jurisdiction; Waivers.  Each of Licensing and IP Holder hereby
irrevocably and unconditionally:


 


(a)                                  submits
for itself and its property in any legal action or proceeding relating to this
Agreement and the other Transaction Documents to which it is a party, or for
recognition and enforcement of any judgment in respect thereof, to the
non-exclusive general jurisdiction of the courts of the State of New York, the
courts of the United States of America for the Southern District of
New York, and appellate courts from any thereof;


 


(b)                                 consents
that any such action or proceeding may be brought in such courts and waives any
objection that it may now or hereafter have to the venue of any such action or
proceeding in any such court or that such action or proceeding was brought in
an inconvenient court and agrees not to plead or claim the same;


 


(c)                                  agrees
that service of process in any such action or proceeding may be effected by
mailing a copy thereof by registered or certified mail (or any substantially
similar form of mail), postage prepaid, to such Person at its address referred
to in Section 6.08 or at such other address as shall be designated by such
Person in a written notice to the other such Persons;


 


(d)                                 agrees
that nothing herein shall affect the right to effect service of process in any
other manner permitted by law or shall limit the right to sue in any other
jurisdiction; and


 


15

















 


(e)                                  waives,
to the maximum extent not prohibited by law, any right it may have to claim or
recover in any legal action or proceeding referred to in this Section any
special, exemplary, punitive, or consequential damages.


 


SECTION 6.08                                            Notices.  All
demands, notices and communications hereunder shall be in writing and shall be
deemed to have been duly given if personally delivered at or mailed by
registered mail, return receipt requested, to:


 


(a)                                  in
the case of Licensing, Guess? Licensing, Inc. 1444 South Alameda Street, Los
Angeles, CA 90021;


 


(b)                                 in
the case of IP Holder, Guess? IP Holder, L.P., 1444 South Alameda Street, Los
Angeles, CA 90021;


 


(c)                                  in
the case of the Issuer, Guess? Royalty Finance LLC, 2222 Glendale Galleria 2,
Glendale, CA 91324; and


 


(d)                                 in
the case of the Indenture Trustee, BNY Midwest Trust Company, 2 North LaSalle
Street, Suite 1020, Chicago, IL 60602;


 


or, as to any of such
Persons, at such other address as shall be designated by such Person in a
written notice to the other Persons.


 


SECTION 6.09                                    Severability of Provisions.  If any one or more of the covenants,
agreements, provisions or terms of this Licensing Contribution Agreement shall
for any reason whatsoever be held invalid, then such covenants, agreements,
provisions or terms shall be deemed severable from the remaining covenants,
agreements, provisions and terms of this Licensing Contribution Agreement and
shall in no way affect the validity or enforceability of the other provisions
of this Licensing Contribution Agreement.


 


SECTION 6.10                                    Further
Assurances.  Licensing
and IP Holder agree to do and perform, from time to time, any and all acts and
to execute any and all further instruments required or reasonably requested by
the other party hereto or by the Issuer more fully to effect the purposes of
this Licensing Contribution Agreement.


 


SECTION 6.11                                    No
Waiver; Cumulative Remedies. 
No failure to exercise and no delay in exercising, on the part of IP
Holder, the Issuer, the Indenture Trustee, or Licensing, of any right, remedy,
power, or privilege hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise of any right, remedy, power or privilege hereunder
preclude any other or further exercise thereof or the exercise of any other
right, remedy, power, or privilege.  The
rights, remedies, powers, and privileges herein provided are cumulative and not
exhaustive of any rights, remedies, powers and privileges provided by law.


 


SECTION 6.12                                    Counterparts. 
This Licensing Contribution Agreement may be executed in two or more
counterparts (and by different parties on separate counterparts), each of which
shall be an original, but all of which together shall constitute one and the
same instrument.


 


16

















 


SECTION 6.13                                    Third-Party Beneficiaries.  This Licensing Contribution Agreement will
inure to the benefit of and be binding upon the parties signatory hereto and,
with regard to the Subject License Agreements and the Royalty Receivables, the
Issuer and the Indenture Trustee for the benefit of any Noteholders, each of
which shall be considered to be a third-party beneficiary hereof.  Except as otherwise provided in this
Licensing Contribution Agreement, no other Person will have any right or
obligation hereunder.


 


SECTION 6.14                                    Headings.  The headings herein are for purposes of
reference only and shall not otherwise affect the meaning or interpretation of
any provision hereof.


 


SECTION 6.15                                    Merger and Integration.  Except as specifically stated otherwise
herein, this Licensing Contribution Agreement sets forth the entire
understanding of the parties relating to the subject matter hereof, and all
prior understandings, written or oral, are superseded by this Licensing
Contribution Agreement.  This Licensing
Contribution Agreement may not be modified, amended, waived or supplemented
except as provided herein.


 


SECTION 6.16                                    Force Majeure. 
Neither IP Holder nor Licensing shall be held responsible for any loss,
damage, or delay suffered by the other party owing to any cause that is beyond
the reasonable control of the defaulting party and cannot be attributed to
negligence or willful nonperformance of its obligation.  Such causes include, but are not limited to,
wars, embargoes, riots, civil disturbances, terrorism, fires, storms, floods, typhoons,
earthquakes and other natural calamities, strikes and labor disputes,
government acts and restrictions, and other causes that cannot be overcome or
prevented by due diligence.  Either
party wishing to invoke this section shall give notice to the other party
stating the relevant cause.  The
defaulting party shall promptly resume performance of its obligations the
moment such cause or causes cease to operate.


 


SECTION 6.17                                    Nonpetition Covenants.  Notwithstanding any prior termination of
this Licensing Contribution Agreement, Licensing shall not, prior to the date
which is one year and one day after the Termination Date, with respect to IP
Holder or the Issuer, acquiesce, petition, or otherwise invoke or cause IP
Holder or the Issuer to invoke the process of any court or government authority
for the purpose of commencing or sustaining a case against IP Holder or the
Issuer under any federal or state bankruptcy, insolvency or similar law, or
appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator,
or other similar official of IP Holder or the Issuer or any substantial part of
its property, or ordering the winding up or liquidation of the affairs of IP
Holder or the Issuer.


 


SECTION 6.18                                    Interpretation. 
As applied to this Licensing Contribution Agreement, unless the context
otherwise requires:  (a) words in the
singular include the plural, and words in the plural include the singular; (b)
reference to a law, statute, rule, regulation, charter, or bylaws, is deemed to
be followed by “as amended from time to time”; (c) “herein,” “hereof,” and
other similar words refer to this Licensing Contribution Agreement as a whole
and not to any particular section, subsection, paragraph, clause, or other
subdivision; (d)  unless otherwise
indicated or obvious, all references to “Section,” “Exhibit,” “Schedule,”
“Appendix,” or similar words refer to the particular Section in or Exhibit,
Schedule, Appendix, or similar item attached to this Licensing Contribution
Agreement; (e) “include,” “includes,” or “including” will be


 


17

















 


deemed to be followed, as
appropriate, by “, but not limited to,”; (f) the masculine feminine and neuter
genders shall each be deemed to include the others; (g) “shall,” “will,” or
“agrees” are mandatory, and “may” is permissive; (h) references to “writing”
include printing, typing, lithography and other means of reproducing words in a
visible form; (i) references to agreements and other contractual instruments
include all subsequent amendments thereto or changes therein entered into in
accordance with their respective terms and not prohibited by this Licensing
Contribution Agreement or any other Transaction Document; and (j) references to
Persons include their permitted successors and assigns.


 


SECTION 6.19                                    Waiver of Jury Trial.  EACH OF LICENSING AND IP HOLDER HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS LICENSING CONTRIBUTION AGREEMENT OR ANY OTHER
TRANSACTION DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.


 


[Remainder of the page intentionally
left blank]


 


18

















 


IN WITNESS WHEREOF, the parties hereto have caused
this Licensing Contribution Agreement to be duly executed by their respective
officers as of the day and year first above written.


 


	
  GUESS?
  IP HOLDER L.P.

  as IP Holder  

  	
   

  	
  GUESS?
  LICENSING, INC.

  as Licensing  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Name:

  	
   

  	
  Name:

  
	
  Title:

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
					



 


	
  ACCEPTED:

  	
   

  
	
   

  	
   

  
	
  GUESS? ROYALTY FINANCE LLC,

  not in its individual capacity

  but solely as Issuer

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  BNY MIDWEST TRUST COMPANY,

  not in its individual capacity

  but solely as Indenture Trustee

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  



 


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