Exhibit
10.3


 


RECEIVABLES CONTRIBUTION AGREEMENT


 


 


among


 


 


GUESS? IP HOLDER L.P.


 


as IP Holder


 


 


and


 


 


GUESS? ROYALTY FINANCE LLC


 


as the Issuer


 


 


Dated as of April 28, 2003


 

















 


TABLE OF
CONTENTS


 


	
  RECITALS

  
	
   

  
	
  ARTICLE I.

  
	
   

  
	
  DEFINITIONS

  
	
   

  
	
  SECTION 1.1

  	
  Definitions

  
	
   

  
	
  ARTICLE II.

  
	
   

  
	
  CONVEYANCE OF ROYALTY
  RECEIVABLES

  
	
   

  
	
  SECTION 2.1

  	
  Conveyance of Royalty Receivables

  
	
  SECTION 2.2

  	
  Absolute Conveyance

  
	
  SECTION 2.3

  	
  Records

  
	
   

  
	
  ARTICLE III.

  
	
   

  
	
  SECURITY
  INTERESTS IN SUBJECT IP AND ROYALTY RECEIVABLES

  
	
   

  
	
  SECTION 3.1

  	
  Subject IP

  
	
  SECTION 3.2

  	
  Filings

  
	
  SECTION 3.3

  	
  Royalty Receivables

  
	
   

  
	
  ARTICLE IV.

  
	
   

  
	
  REPRESENTATIONS AND
  WARRANTIES

  
	
   

  
	
  SECTION 4.1

  	
  IP Holder’s Representations and Warranties

  
	
  SECTION 4.2

  	
  Issuer’s Representations and Warranties

  
	
  SECTION 4.3

  	
  IP Holder’s Representations and Warranties
  as to the Subject License Agreements and the Royalty Receivables

  
	
   

  
	
  ARTICLE V.

  
	
   

  
	
  COVENANTS

  
	
   

  
	
  SECTION 5.1

  	
  IP Holder’s Covenants

  
	
  SECTION 5.2

  	
  Issuer's Covenants

  



 


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  ARTICLE VI.

  
	
   

  
	
  FUTURE
  TRANSFERS OF ROYALTY RECEIVABLES

  
	
   

  
	
  SECTION 6.1

  	
  Additional Royalty Receivables

  
	
  SECTION 6.2

  	
  Filings and Further Actions

  
	
   

  
	
  ARTICLE VII.

  
	
   

  
	
  DELIVERY
  OF LLC INTERESTS

  
	
   

  
	
  SECTION 7.1

  	
  Delivery of Limited Liability Company
  Interests

  
	
   

  
	
  ARTICLE VIII.

  
	
   

  
	
  TERMINATION

  
	
   

  
	
  SECTION 8.1

  	
  Termination

  
	
   

  	
   

  
	
  ARTICLE IX.

  
	
   

  
	
  MISCELLANEOUS

  
	
   

  
	
  SECTION 9.1

  	
  Indemnification

  
	
  SECTION 9.2

  	
  Amendment

  
	
  SECTION 9.3

  	
  Relocation of IP Holder

  
	
  SECTION 9.4

  	
  Assignment

  
	
  SECTION 9.5

  	
  Governing Law

  
	
  SECTION 9.6

  	
  Submission To Jurisdiction; Waivers

  
	
  SECTION 9.7

  	
  Notices

  
	
  SECTION 9.8

  	
  Severability of Provisions

  
	
  SECTION 9.9

  	
  Further Assurances

  
	
  SECTION 9.10

  	
  No Waiver; Cumulative Remedies

  
	
  SECTION 9.11

  	
  Counterparts

  
	
  SECTION 9.12

  	
  Third-Party Beneficiaries

  
	
  SECTION 9.13

  	
  Headings

  
	
  SECTION 9.14

  	
  Merger and Integration

  
	
  SECTION 9.15

  	
  Force Majeure

  
	
  SECTION 9.16

  	
  Nonpetition Covenants

  
	
  SECTION 9.17

  	
  Interpretation

  
	
  SECTION 9.18

  	
  Waiver of Jury Trial

  
	
   

  
	
  SCHEDULE A

  	
  Schedule of Subject
  Trademarks

  
	
  SCHEDULE B

  	
  Schedule of Subject
  License Agreements

  
	
  SCHEDULE C

  	
  Schedule of Royalty
  Receivables

  
	
  SCHEDULE D

  	
  Form of Officer’s
  Certificate

  
	
  SCHEDULE E

  	
  Schedule of Core
  Products

  



 


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This RECEIVABLES CONTRIBUTION AGREEMENT (this
“Receivables Contribution Agreement”) is dated as of April 28, 2003 by and
between Guess? IP Holder L.P., a Delaware limited partnership (“IP Holder”),
and Guess? Royalty Finance LLC, a Delaware limited liability company (the
“Issuer”).


RECITALS


 


WHEREAS, the Issuer desires to purchase all right,
title, and interest in the Royalty Receivables associated with certain Subject
License Agreements owned by IP Holder; and


 


WHEREAS, IP Holder is willing to sell the Royalty
Receivables and pledge the Subject IP to the Issuer;


 


NOW, THEREFORE, in consideration of the premises and
mutual agreements herein contained, each party agrees as follows:


 


ARTICLE
I.


DEFINITIONS


 


SECTION 1.1 Definitions.  Certain capitalized terms used in this
Receivables 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
1.1.


 


“Additional
Royalty Receivables” means any additional royalty receivables conveyed by IP
Holder to the Issuer pursuant to Section 6.1(a) or 6.1(b).


 


“Additional
Subject License Agreement” has the meaning set forth in Section 6.1(b).


 


“Additional
Subject Trademarks” means any trademarks licensed under any Additional Subject
License Agreement that are not Subject Trademarks before such Additional
Subject License Agreement is entered, including all Goodwill connected with the
use of, symbolized by, and embodied in such trademarks.


 


“Core Product”
means, in relation to any Subject License Agreement (or successor Additional
Subject License Agreement conveyed to the Issuer pursuant to Section 6.1(c)),
that product category identified on Schedule E.


 


“Receivables
Obligor” means a Person who has licensed any of the Subject Trademarks by the
execution and delivery of a Subject License Agreement, or any other Person who
owes or may be liable for payments under such Subject License Agreement other
than the licensor thereunder.


 


“Royalty
Receivables” means the proceeds of and payments due or to become due by any
Receivables Obligor under each of the Subject License Agreements, including any
Additional Royalty Receivables but not amounts attributable to payments by
Receivables Obligors in respect of items reimbursable to the licensor under the
license agreements in respect of such


 


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items as shared advertising costs, fixturing, signage and oversight and
monitoring of quality of goods produced and trademark usage.


 


“Schedule of Subject License Agreements” means the
schedule of Subject License Agreements attached as Schedule B hereto.


 


“Schedule of Subject Trademarks” means the schedule of
Subject Trademarks attached as Schedule A hereto.


 


“Subject IP” means collectively the Subject License
Agreements and the Subject Trademarks.


 


“Subject License Agreements” means the specific
trademark license agreements, and all proceeds thereof and payments thereunder,
that are identified on Schedule B, including any modifications or extensions
thereof, and any Additional Subject License Agreements, but excluding any
license agreement with respect to which the related Royalty Receivables have
been repurchased by IP Holder from Issuer pursuant to Section 4.3(c) hereof.


 


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


 


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


 


(b)                                 any
and all other documents that IP Holder or the Servicer, as the case may be,
shall keep on file, in accordance with its customary procedures, relating to
such Subject License Agreement or the related Receivables Obligor, including
any samples and other materials provided pursuant to the Subject License
Agreement terms.


 


“Subject
Trademarks” shall mean the specific trademarks and corresponding applications
and registrations therefor that are identified on Schedule A, including any
Additional Subject Trademarks, in either case including all Goodwill connected
with the use of, symbolized by, and embodied in such trademarks.


 


ARTICLE II.


CONVEYANCE OF ROYALTY RECEIVABLES


 


SECTION 2.1 Conveyance of Royalty
Receivables.  Subject to the terms
and conditions of this Receivables Contribution Agreement, IP Holder hereby
contributes, sells, assigns, conveys, and transfers to the Issuer, and the
Issuer hereby acquires from IP Holder (subject to IP Holder’s obligations
hereunder) all right, title, and interest of IP Holder in and to the Royalty
Receivables, and all proceeds with respect to the foregoing.


 


SECTION 2.2 Absolute Conveyance.  It is the intention of the parties that the
contribution contemplated by this Receivables Contribution Agreement shall
constitute an absolute conveyance of the Royalty Receivables from IP Holder to
the Issuer, and the beneficial interest in and title to the Royalty Receivables
shall not be property of IP Holder’s estate in the event of the filing of a
bankruptcy petition by or against IP Holder under any bankruptcy law.


 


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SECTION 2.3 Records.  In connection with the foregoing conveyance,
IP Holder further agrees, at its own expense, (i) to annotate and indicate in
its paper records and/or computer files that the Royalty Receivables have been
transferred to the Issuer pursuant to this Receivables Contribution Agreement,
and (ii) to deliver a schedule containing a true and complete list of all such
Royalty Receivables, which schedule shall be marked as Schedule C to this
Receivables Contribution Agreement and is hereby incorporated into and made a
part of this Receivables Contribution Agreement.


 


ARTICLE
III.


SECURITY
INTERESTS IN SUBJECT IP AND ROYALTY RECEIVABLES


 


SECTION 3.1 Subject
IP.  Subject to the terms and
conditions of this Receivables Contribution Agreement, IP Holder hereby grants
to the Issuer a security interest in the Subject IP to secure the Issuer’s
rights to the Royalty Receivables and IP Holder’s obligations hereunder, and the
Issuer shall have all the rights, powers, and privileges of a secured party
under the UCC; provided that such security interest is expressly subordinated
to the Grant and security interest created by the Guarantee with respect to the
Guarantee Collateral.  This Receivables
Contribution Agreement is and shall be deemed the grant of a security interest
in the Subject IP.


 


SECTION 3.2 Filings.  IP Holder agrees, at its own expense, to
cause all financing statements and continuation statements, this Receivables
Contribution Agreement, all amendments hereto, and any other documents
necessary to provide third parties with notice of the Issuer’s right, title,
and interest to the Subject IP 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 the Issuer to the Subject IP; provided that the
foregoing shall be completed and accomplished in a manner consistent with and
intended to preserve the priority of the security interest created by the
Guarantee as being of higher priority than the security interest created hereby
and so perfected.  IP Holder shall
deliver to the Issuer and the Indenture Trustee 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.  The Issuer shall cooperate
fully with IP Holder in connection with the obligations set forth above and
will execute any and all documents reasonably required to fulfill the intent of
this section.


 


SECTION 3.3 Royalty
Receivables.  Although the parties
hereto intend that the transfer and assignment of the Royalty Receivables as
contemplated by Section 2.1 be an absolute conveyance, in the event such
transfer and assignment is deemed to be other than an absolute conveyance, the
parties intend that all filings described in Section 3.2 shall give the Issuer
a perfected security interest in, to, and under the Royalty Receivables and all
proceeds of the foregoing that is prior to any other security interest of any
other party therein other than the security interest created by the Guarantee
and perfected as contemplated in Section 3.2. 
This Receivables Contribution Agreement shall be deemed to be the grant
of a security interest in the Royalty Receivables from IP Holder to the Issuer,
and the Issuer shall have all the rights, powers, and privileges of a secured
party under the UCC.


 


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ARTICLE IV.


REPRESENTATIONS
AND WARRANTIES


 


SECTION 4.1  IP Holder’s Representations and
Warranties.  IP Holder hereby
represents and warrants to the Issuer that:


 


(a)                                  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 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 power, authority, and legal right to acquire, own,
and convey the Royalty Receivables.


 


(b)                                 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 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.


 


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


 


(d)                                 Binding Obligation.  This Receivables 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.


 


(e)                                  No Violation.  The consummation of the transactions contemplated by this
Receivables Contribution Agreement and the fulfillment of the terms hereof does
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 or state 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.


 


(f)                                    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 Receivables Contribution Agreement,
(ii) seeking to prevent the consummation of any of the transactions
contemplated by this Receivables Contribution Agreement, or (iii) seeking any
determination or ruling that might materially and adversely affect the
performance by IP Holder


 


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of its obligations under, or the validity or enforceability of, this
Receivables Contribution Agreement.


 


(g)                                 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 Receivables
Contribution Agreement, except such as have been obtained as of the Closing
Date or such as may be required under state securities laws.


 


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


 


(i)                                     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.


 


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


 


(k)                                  Governmental Regulation.  IP Holder 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 Receivables Contribution Agreement
in accordance with its terms other than filings intended to perfect the
security interest granted hereunder.


 


(l)                                     State of Organization.  As of the date hereof, IP Holder is
organized under the laws of the State of Delaware.


 


The representations and warranties set forth in this Section 4.1 shall
speak as of the execution and delivery of this Receivables Contribution
Agreement but shall survive the conveyance of the Royalty Receivables by IP
Holder to the Issuer pursuant to this Receivables Contribution Agreement.  Upon discovery by IP Holder or the Issuer
(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 the Issuer (or any assignee thereof), the party discovering such breach or
event shall give prompt written notice to the other and the Indenture Trustee.


 


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SECTION 4.2  Issuer’s Representations and
Warranties.  The Issuer hereby
represents and warrants to IP Holder that:


 


(a)                                  Organization and Good Standing.  The Issuer is duly organized and validly
existing as a limited liability company 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 power, authority, and legal right to acquire
and own the Royalty Receivables.


 


(b)                                 Due Qualification.  The Issuer is duly qualified to do business
as a foreign limited liability company 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.


 


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


 


(d)                                 Binding Obligation.  This Receivables Contribution Agreement
constitutes a legal, valid, and binding obligation of the Issuer, 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.


 


(e)                                  No Violation.  The consummation of the transactions contemplated by this
Receivables 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
limited liability company agreement of the Issuer, 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 the Issuer 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 the Issuer’s
knowledge, any order, rule, or regulation applicable to the Issuer of any court
or of any federal or state regulatory body, administrative agency, or other
governmental instrumentality having jurisdiction over the Issuer or its
properties; which breach, default, conflict, lien, or violation would have a
Material Adverse Effect.


 


(f)                                    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 the
Issuer’s knowledge, threatened, against or affecting the Issuer: (i) asserting
the invalidity of this Receivables Contribution Agreement, (ii) seeking to
prevent the consummation of any of the transactions contemplated by this
Receivables Contribution Agreement, or (iii) seeking any determination or
ruling that might materially and adversely effect the performance by the Issuer
of its obligations under, or the validity or enforceability of, this
Receivables Contribution Agreement.


 


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


 


(h)                                 Taxes. 
The Issuer 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.  The Issuer 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 the Issuer 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.


 


The representations and warranties set forth in this Section 4.2 shall
speak as of the execution and delivery of this Receivables Contribution
Agreement but shall survive the conveyance of the Royalty Receivables by IP
Holder to the Issuer pursuant to this Receivables Contribution Agreement.  Upon discovery by IP Holder or the Issuer
(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 the Issuer (or any assignee thereof), the party discovering such breach or
event shall give prompt written notice to the other and the Indenture Trustee.


 


SECTION 4.3  IP Holder’s Representations and
Warranties as to the Subject License Agreements and the Royalty Receivables.


 


(a)                                  Representations
and Warranties.  IP Holder hereby
represents and warrants to the Issuer that:


 


(i)                                     Characteristics of Licenses.  Each Subject 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 Subject License Agreement and protect its ownership and
control over the Subject Trademarks.


 


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


 


(iii)                               Compliance with Law.  Each of the Subject License Agreements
complies in all material respects with all requirements of applicable federal,
state, and local laws, and regulations thereunder.


 


(iv)                              Binding Obligation.  Each of the Royalty Receivables constitutes
the legal, valid, and binding payment obligation in writing of the related
Receivables Obligor, enforceable by the holder thereof in accordance with its
terms, except as


 


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enforceability may
be limited by bankruptcy, insolvency, reorganization, moratorium, and other
similar laws affecting the enforcement of creditors’ rights in general and by
general principles of equity, regardless of whether such enforceability shall
be considered in a proceeding in equity or at law.


 


(v)                                 No Bankrupt Receivables Obligors.  None of the Royalty Receivables is due, to
the best knowledge of IP Holder, from any Receivables Obligor who is presently
the subject of a bankruptcy proceeding or is insolvent.


 


(vi)                              No Government Receivables Obligors.  None of the Royalty Receivables is due from
the United States or any state, or any foreign government, or from any agency,
department or instrumentality of the United States or any state, local or
foreign government.


 


(vii)                           Subject License Agreements in Force, No Amendments.  None of the Subject License Agreements has
been terminated, rescinded, amended or modified except as is indicated on the attached
Schedule B.


 


(viii)                        No Defenses.  No Licensee under a Subject License Agreement has any right of
rescission, setoff, counterclaim, or defense thereunder, nor has any been
asserted or threatened..


 


(ix)                                Good Title; Liens.  Immediately before the transfer and
assignment of the Royalty Receivables as contemplated by this Receivables
Contribution Agreement, IP Holder will have good and marketable title to each
of the Royalty Receivables free and clear of all Liens (other than Permitted
Liens) and rights of others, and immediately after the transfer and assignment
thereof, the Issuer will have good and marketable title to each of the Royalty
Receivables, free and clear of all Liens (other than Permitted Liens) and
rights of others.  None of the Royalty
Receivables has been sold, transferred, assigned, or pledged by IP Holder to
any Person other than the Issuer.  To
the knowledge of IP Holder, no Liens (other than Permitted Liens) have been
filed by any Persons on the Subject IP or the Royalty Receivables.


 


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


 


(xi)                                General Intangibles.  The Subject IP constitutes “general
intangibles” or “payment intangibles” within the meaning of the UCC and/or
marks registered with the United States Patent and Trademark Office in
accordance with 15 U.S.C. et seq.


 


(xii)                             Consents and Approvals.  IP Holder has received all consents to and
approvals of, if any, required by the terms of the Subject License Agreements
to the sale of the Royalty Receivables hereunder to the Issuer.


 


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(xiii)                          All Filings Made.  IP Holder 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 Subject IP granted to the Issuer hereunder, or as otherwise necessary in
any jurisdiction to provide third parties with notice of the transfer and
assignment herein contemplated, and to perfect the sale of the Royalty Receivables
from IP Holder to the Issuer and to give the Issuer a perfected security
interest in the Subject IP (including the Royalty Receivables) on the Closing
Date that is prior to all other Liens (other than Permitted Liens), and no
other 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 Receivables 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 the Issuer pursuant to this
Receivables Contribution Agreement or the other Transaction Documents, IP
Holder has not pledged, assigned, sold, granted a security interest in, or
otherwise conveyed any of the Subject IP. 
IP Holder has not authorized the filing of and is not aware of any financing
statements against IP Holder that include a description of collateral covering
the Subject IP other than any financing statement relating to the security
interest granted to the Issuer hereunder or under the other Transaction
Documents or that has been terminated. 
IP Holder is not aware of any judgment or tax lien filings against IP
Holder.


 


(xv)                            Lawful Assignment.  None of the Royalty Receivables has been
originated in, or is subject to the laws of, any jurisdiction under which the
sale, transfer, and assignment of each of such Royalty Receivables under this
Receivables Contribution Agreement is unlawful, void, or voidable.


 


(xvi)                         Validity. 
The Subject Trademarks are valid, subsisting, enforceable, and have not
been abandoned in any applicable jurisdiction.


 


(xvii)                      No Infringement.  The Subject Trademarks do not violate the trademark rights of any
third party and there is no action or proceeding pending or threatened alleging
that the Subject Trademarks infringe upon the rights of any third party.


 


(xviii)                   No Adverse Judgments.  No domestic or foreign court, tribunal, or
other official governmental authority, including the United States Patent
Trademark


 


9

















 


Office and any
foreign equivalent, has entered a holding, judgment, or decision canceling or
otherwise limiting IP Holder’s interest in the Subject IP.


 


(xix)                           No Pending Actions.  No action or proceeding is pending or, to IP
Holder’s knowledge, threatened seeking to limit, cancel, or question the validity
of any material portion of the Subject IP or IP Holder’s ownership interest
therein, or that if adversely determined would have a material adverse impact
on the Subject IP taken as a whole.


 


(xx)                              No Waivers.  None of the Subject License Agreements has been amended or
modified, nor has any provision been waived, in such a manner that any of IP
Holder’s representations and warranties with respect thereto made by IP Holder
herein fails to be true.


 


(xxi)                           No Delinquency.  None of the Royalty Receivables payable under any of the Subject
License Agreements is 30 or more days past due as of the date hereof.


 


(xxii)                        Past Defaults.  No material default has occurred with respect to any of the
Subject License Agreements which has not been cured by the related licensee as
of the date hereof.


 


(xxiii)                     Other Defaults.  The execution and implementation of this Receivables 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 Subject  IP or to which any of the Subject IP is subject.  Neither IP Holder nor any person, firm or
corporation associated with or deriving rights in any Subject IP through or
from IP Holder is in default of any applicable agreement constituting a portion
of the Subject IP.


 


(xxiv)                    Advances. 
No advances or other charges heretofore received by IP Holder in
connection with the Subject IP remain recoupable from any Royalty Receivables
by IP Holder on or after the Closing Date, regardless of when advanced or
earned.


 


(xxv)                       Bulk Transfers.  IP Holder’s transfer and assignment of the Subject IP hereunder
is not subject to the provisions of the UCC relating to bulk transfers.


 


(b)                                 The
representations and warranties set forth in this Section 4.3 shall speak as of
the execution and delivery of this Receivables Contribution Agreement, but
shall survive the transfer, conveyance, and assignment of the Royalty
Receivables to Issuer.  Upon discovery
by IP Holder or the Issuer (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 the Issuer (or any assignee thereof) in
the Subject IP, the party discovering such breach or event shall give prompt
written notice to the other and the Indenture Trustee.


 


(c)                                  IP
Holder hereby agrees that if any Subject License is not an Eligible License
because any of the foregoing representations or warranties is not true as of
the Closing


 


10

















 


Date, promptly upon its having knowledge of such breach or receiving
notice from any other Person thereof, IP Holder promptly (but in no less than
ten (10) Business Days) will either (i) cure such breach (if curable), (ii)
purchase from the Issuer all of the Royalty Receivables relating to such
Subject License for the corresponding Repurchase Price (remitted into the Distribution
Account in immediately available funds) or (iii) convey to the Issuer all of
its right, title and interest in to and under the Royalty Receivables relating
to one or more Additional License Agreements that are Eligible License
Agreements and that, in the aggregate, provide for Minimum Royalty Receivables
at least equal in amount to the Minimum Royalty Receivables of such defective
Subject License Agreement, and shall take all necessary and appropriate action
to convey rights to and perfect security interests in favor of the Issuer
hereunder and the Indenture Trustee under the Guarantee in such Additional
Subject License Agreements, Royalty Receivables, related intellectual property
and goodwill and proceeds thereof to the same extent of the respective
interests of such Persons in the Subject IP and Royalty Receivables and related
property intended to be conveyed hereunder and under the Guarantee.  If IP Holder remedies any such breach by
performance pursuant to clause (ii) or clause (iii) of the preceding sentence,
then, without further action by any other Person, the Issuer will reconvey to
IP Holder all of its right, title and interest in to and under the related
defective Subject License Agreement and all Royalty Receivables and proceeds
thereof relating thereto, and shall execute and deliver, and shall cause the
Indenture Trustee to execute and deliver, appropriate agreements,
certifications and filings sufficient to effectuate such reconveyance and the
release of such assets from the Lien of the Indenture.


 


(d)                                 Further,
IP Holder hereby indemnifies and holds harmless the Issuer for any and all
actual costs, expenses, losses, claims, damages, injury, and liabilities
suffered by the Issuer resulting from any infringement contemplated by Section
4.3(a)(xvii) or resulting from any licensee being bankrupt as of the Closing
Date with or without the knowledge of IP Holder.


 


ARTICLE V.


COVENANTS


 


SECTION 5.1 IP Holder’s Covenants.  IP Holder hereby covenants that:


 


(a)                                  Maintenance of Subject IP.  IP Holder will (i) require the Servicer to
service, enforce, police, and otherwise maintain the Subject IP in accordance
with the provisions of the Servicing Agreement, (ii) maintain the quality of
the Subject Trademarks at or above the levels previously maintained by
Trademark Originator except as permitted by Sections 2.02(d) and 6.03(f) of the
Servicing Agreement, and (iii) not enter into any licenses that conflict with
the terms of any exclusive Subject License Agreement.


 


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


 


(c)                                  Material Agreements.  IP Holder will not extend, amend, or modify
any Subject License Agreement except in accordance with the Servicing
Agreement.


 


11

















 


(d)                                 Events of Default.  IP Holder will notify the Indenture Trustee
in writing if it becomes aware of any Event of Default, Trigger Event or Rapid
Amortization Event.


 


(e)                                  Security Interests.  IP Holder 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 the Subject IP (including the
Royalty Receivables), whether now existing or hereafter created, or any
interest therein.  IP Holder will
immediately notify the Issuer of the existence of any Lien (other than
Permitted Liens) on any of the Subject IP (including the Royalty Receivables),
and IP Holder shall defend the right, title, and interest of the Issuer in, to,
and under the Royalty Receivables, whether now existing or hereafter created,
against all claims of third parties claiming through or under IP Holder.


 


(f)                                    Delivery of Payments.  IP Holder will deliver in kind upon receipt
to the Servicer any and all payments received by IP Holder in respect of the
Royalty Receivables as soon as practicable after receipt thereof by IP Holder
from and after the Closing Date.


 


(g)                                 Conveyance of Receivables.  IP Holder will not attempt to convey, assign,
exchange, or otherwise transfer any of the Royalty Receivables to any Person
prior to the termination of this Receivables Contribution Agreement pursuant to
Article VIII hereof.


 


(h)                                 No Change in Business.  IP Holder will not make any changes in the conduct
of its business that would impair the ability to collect the Royalty
Receivables.


 


(i)                                     Special Purpose Entity Status.  IP Holder will take all actions required to
maintain its status as a special purpose entity.


 


(j)                                     Maintenance of Security Interests.  IP Holder will take all actions, including
the making of periodic filings under the UCC, that are required to maintain the
Issuer’s valid and perfected security interest in the Subject IP (including the
Royalty Receivables) as granted under Section 3.1 hereof.


 


(k)                                  No Impairment.  IP Holder will take no action, nor omit to take any action, that
would impair the rights of the Issuer in any of the Royalty Receivables, nor
shall it, except as expressly provided in the Servicing Agreement, reschedule,
revise, offset, or defer payments due on any of the Royalty Receivables.


 


SECTION 5.2 Issuer’s Covenants.  The Issuer hereby covenants that:


 


(a)                                  Transaction Documents.  The Issuer will perform all of its
obligations under and otherwise comply with the terms of the Transaction
Documents, and will notify IP Holder and the Indenture Trustee if it becomes
aware of any breach under the Transaction Documents by any party thereto.


 


(b)                                 No Change in Business.  The Issuer will not make any changes in the
conduct of its business that would impair the ability to collect the Royalty
Receivables.


 


(c)                                  Special Purpose Entity Status.  The Issuer will take all actions required to
maintain its status as a special purpose entity.


 


12

















 


(d)                                 Non Disturbance.  The Issuer acknowledges and agrees that all remedial actions
permitted to be taken by the Issuer under this Receivables Contribution
Agreement and the other Transaction Documents are subject to the provisions of Sections
4.02(c) of the Guess? License Agreement, Sections 2.02(d) and 6.03(f) of the
Servicing Agreement, Section 5.6 of the Indenture, Section 5.2(d) of the
Receivables Contribution Agreement, and Section 6.6 of the Guarantee.


 


ARTICLE VI.


FUTURE
TRANSFERS OF ROYALTY RECEIVABLES


 


SECTION 6.1 Additional Royalty Receivables.


 


(a)                                  At
any time and from time to time, IP Holder may elect to convey to the Issuer
additional royalty receivables due and to become due under license agreements
under which IP Holder is the licensor of trademarks owned by IP Holder.


 


(b)                                 IP
Holder agrees that it will convey to the Issuer additional royalty receivables
due and to become due under license agreements that comprise Eligible License
Agreements under which IP Holder is the licensor of trademarks owned by IP
Holder (each an “Additional Subject License Agreement”):


 


(i)                                     if
(A) a Subject License Agreement did not, at the date originally designated as
such, satisfy the requirements of an Eligible License Agreement, or (B) a
Subject License Agreement is cancelled or is terminated for any reason prior to
the last day of the Remaining Term of such license agreement as in effect on
the date such license agreement became a Subject License Agreement (any such
license a “Terminated Subject License”), and, in either case, the Prospective
Coverage Ratio (calculated on a pro forma basis) is less than 107.5%; or


 


(ii)                                  if
such license agreement is entered into after the cancellation or termination in
whole or in part of a Terminated Subject License, and IP Holder grants to the
licensee thereunder a license to use any of the Guess? Trademarks in connection
with the same Core Product that was covered by such Terminated Subject License.


 


In the case of 
license agreements referred to in clause (i) above, IP Holder agrees
that such additional royalty receivables will generate on a prospective basis
Minimum Royalty Receivables that are (i) equal to or greater than the Minimum
Royalty Receivables attributable to the Terminated Subject Licenses, or (ii)
sufficient to cause the Prospective Coverage Ratio (calculated on a pro forma
basis) to be greater than or equal to 107.5%.


 


The agreement contained
in clause (ii) of this Section 6.1(b) imposes no obligation on IP Holder to
enter into any such license agreement, whether or not any Subject License
Agreement is cancelled or terminated. 
If IP Holder chooses to enter into and convey to the Issuer an
Additional Subject License Agreement pursuant to clause (ii) of this Section
6.1(b), IP Holder shall be under no obligation to match the terms (including,
without limitation, the amount of royalties or the territory of the license) of
the Terminated Subject License that such Additional Subject License Agreement
replaces.


 


13

















 


(c)                                  IP
Holder agrees that each conveyance of Royalty Receivables pursuant to Section
6.1(b) or Section 4.3(c) shall comply with the following conditions:


 


(i)                                     IP
Holder (or its agent) shall have given the Issuer, the Indenture Trustee and
each Rating Agency written notice specifying the license agreements in respect
of which the additional receivables are being conveyed to the Issuer (such
notice to provide substantially the same information with respect to such
license agreements as is set forth on Schedule B for the Subject License
Agreements as of the Closing Date);


 


(ii)                                  IP
Holder shall have provided a certificate signed by an Authorized Officer of IP
Holder, substantially in the form of Schedule D;


 


(iii)                               If
the license agreement includes Additional Subject Trademarks, IP Holder shall
have given the Issuer, the Indenture Trustee and each Rating Agency a schedule
of such trademarks (such schedule to provide substantially the same information
with respect to such license agreements as is set forth on Schedule A for the
Subject Trademarks as of the Closing Date); and


 


(iv)                              IP
Holder shall have furnished a supplemental conveyance with respect to such
license agreements and, if applicable, the related Additional Subject
Trademarks.


 


Upon satisfaction of the foregoing conditions, the license agreements
specified in the notice referred to in clause (i) above shall become “Subject
License Agreements” hereunder.


 


SECTION 6.2  Filings and Further Actions.  IP Holder agrees to take all actions,
execute all documents, and make all filings (including filings with the United
States Patent and Trademark Office (or any foreign equivalent) or under the
UCC) necessary to effect or reflect any transfers of Additional Royalty
Receivables as provided in Section 6.1, and to perfect the Issuer’s security
interest in any Additional Subject License Agreements and Additional Subject
Trademarks.  In the event the Issuer is
not deemed to be the owner of any Additional Royalty Receivable, the parties
intend that all filings shall be made that are necessary to give the Issuer a
perfected security interest in, to, and under such Additional Royalty
Receivable, and IP Holder hereby agrees to make any and all such filings at its
own expense.  IP Holder further agrees
to take all other actions necessary to grant such a security interest and to
give the Issuer all rights, powers, and privileges of a secured party under the
UCC.


 


ARTICLE
VII.


DELIVERY
OF LLC INTERESTS


 


SECTION 7.1  Delivery of Limited Liability Company
Interests.  The execution of this Receivables
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 limited liability company interests of the Issuer to IP Holder.


 


14

















 


ARTICLE VIII.


TERMINATION


 


SECTION 8.1  Termination.  The respective obligations and
responsibilities of IP Holder and the Issuer created by this Receivables
Contribution Agreement shall terminate, except for the indemnity obligations of
IP Holder as provided herein, upon the Termination Date.


 


ARTICLE IX.


MISCELLANEOUS


 


SECTION 9.1 Indemnification.  IP Holder shall indemnify and hold harmless
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 Receivables Contribution
Agreement through the willful misconduct or gross negligence of IP Holder in
the performance of its duties under this Receivables Contribution Agreement, by
reason of reckless disregard of its obligations and duties under this
Receivables Contribution Agreement, or by breach of its representations and
warranties under this Receivables 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 IP Holder shall not indemnify any such Person if such
acts, omissions or alleged acts or omissions constitute gross negligence or
willful misconduct by the Issuer, the Indenture Trustee, or any
Noteholders.  In case any such action is
brought against a party indemnified under this Section 9.1 and it notifies IP
Holder of the commencement thereof, IP Holder will assume the defense thereof,
with counsel reasonably satisfactory to such indemnified party (who may be
counsel to IP Holder unless there is an unwaivable conflict of interest as
evidenced by an Opinion of Counsel stating such), and IP Holder 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 the IP Holder set forth herein.


 


IP Holder will be liable
for settlement of any claim made against any Indemnified Party that is made
with the IP Holder’s written consent, which consent will not be unreasonably
withheld.  The IP Holder 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 9.2 Amendment.  This Receivables Contribution Agreement may
be amended from time to time by the Issuer and IP Holder only in accordance
with Section 3.13 of the Indenture.


 


SECTION 9.3 Relocation of IP Holder.  Within 30 days after IP Holder makes any
change in (i) its location of organization under Section 9-307(e) of the UCC or
(ii) its name, identity or corporate structure which would make any financing
statement or continuation statement filed in


 


15

















 


accordance with Section
3.2 seriously misleading within the meaning of Section 9-507 or 9-508 of the
UCC as in effect in the applicable state, IP Holder shall give the Issuer
notice of any such change and shall execute and file such financing statements
or amendments as may be necessary to continue the perfection of the Issuer’s
security interest in the Receivables and the proceeds thereof.  IP Holder will give the Issuer prompt
written notice of any relocation of any office from which IP Holder keeps
records concerning the Royalty Receivables or of its principal executive office
and whether, as a result of such relocation, the applicable provisions of the
UCC or other applicable law would require the filing of any amendment of any
previously filed financing or continuation statement or of any new financing
statement and shall execute and file such financing statements or amendments as
may be necessary to continue the perfection of the interest of the Issuer in
the Royalty Receivables and the proceeds thereof.


 


SECTION 9.4 Assignment.  This Receivables Contribution Agreement may
not be assigned by the Issuer or IP Holder except as contemplated by this
section, or by the Indenture and the Servicing Agreement; provided, however, that simultaneously
with the execution and delivery of this Receivables Contribution Agreement, the
Issuer shall assign all of its right, title, and interest herein to the
Indenture Trustee for the benefit of the Noteholders pursuant to the
Indenture.  IP Holder agrees to perform
its obligations hereunder for the benefit of the Issuer and agrees that the
Indenture Trustee may enforce the provisions of this Receivables Contribution
Agreement, exercise the rights of the Issuer, and enforce the obligations of IP
Holder hereunder without the consent of the Issuer, subject, without
limitation, to the provisions of Section 5.2(d).


 


SECTION 9.5 Governing Law.  This Receivables 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 9.6 Submission To Jurisdiction; Waivers.  Each of IP Holder and the Issuer 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 9.7 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


 


16

















 


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


 


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


 


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


 


(c)                                  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 9.8 Severability of Provisions.  If any one or more of the covenants,
agreements, provisions, or terms of this Receivables 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 Receivables Contribution
Agreement and shall in no way affect the validity or enforceability of the
other provisions of this Receivables Contribution Agreement.


 


SECTION 9.9 Further Assurances.  IP Holder and the Issuer 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 Indenture Trustee more fully to effect the purposes of this Receivables
Contribution Agreement, including, without limitation, the execution of any
financing statements, amendments, continuation statements, or releases relating
to the Royalty Receivables for filing under the provisions of the UCC or other
law of any applicable jurisdiction.


 


SECTION 9.10 No Waiver; Cumulative Remedies.  No failure to exercise and no delay in
exercising, on the part of the Issuer, IP Holder, or the Indenture Trustee 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 9.11 Counterparts.  This Receivables 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.


 


17

















 


SECTION 9.12 Third-Party Beneficiaries.  This Receivables Contribution Agreement will
inure to the benefit of and be binding upon the parties signatory hereto, and
the Indenture Trustee for the benefit of any Noteholders, which shall be
considered to be a third-party beneficiary hereof.  Except as otherwise provided in this Receivables Contribution
Agreement, no other Person will have any right or obligation hereunder.


 


SECTION 9.13 Headings.  The headings herein are for purposes of
reference only and shall not otherwise affect the meaning or interpretation of
any provision hereof.


 


SECTION 9.14 Merger and Integration.  Except as specifically stated otherwise
herein, this Receivables 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 Receivables
Contribution Agreement.  This
Receivables Contribution Agreement may not be modified, amended, waived, or
supplemented except as provided herein.


 


SECTION 9.15 Force Majeure.  Neither the IP Holder nor the Issuer 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 9.16 Nonpetition Covenants.  Notwithstanding any prior termination of
this Receivables Contribution Agreement, the IP Holder, in its capacity as a
creditor of Issuer, shall not, prior to the date which is one year and one day
after the termination of this Receivables Contribution Agreement with respect
to the Issuer, acquiesce, petition, or otherwise invoke or cause the Issuer to
invoke the process of any court or government authority for the purpose of
commencing or sustaining an involuntary case against 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 the Issuer or any substantial part of its property, or
ordering the winding up or liquidation of the affairs of the Issuer.


 


SECTION 9.17 Interpretation.  As applied to this Receivables 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 Receivables 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 Receivables Contribution Agreement;
(e) “include,” “includes,” or “including” will be 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,


 


18

















 


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 Receivables Contribution Agreement; and (j) references to
Persons include their permitted successors and assigns.


 


SECTION 9.18  Waiver of Jury Trial.  EACH OF IP HOLDER AND THE ISSUER HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS RECEIVABLES CONTRIBUTION AGREEMENT OR ANY OTHER
TRANSACTION DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.


 


[Remainder of the page intentionally left blank]


 


19

















 


IN WITNESS WHEREOF, the parties hereto have caused
this Receivables 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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GUESS? ROYALTY
  FINANCE LLC,

  
	
   

  	
  as Issuer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  
	
   

  	
  ACCEPTED:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BNY MIDWEST
  TRUST COMPANY,

  
	
   

  	
  not
  in its individual capacity 

  but solely as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
							



 


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