Receivables Contribution Agreement

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 Holder92s Representations and Warranties
SECTION 4.2 Issuer92s Representations and Warranties
SECTION 4.3 IP Holder92s Representations and Warranties as to the Subject License Agreements and the Royalty Receivables

ARTICLE V.

COVENANTS

SECTION 5.1 IP Holder92s 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 Officer92s 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 Holder92s 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 Holder92s 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 Issuer92s rights to the Royalty Receivables and IP Holder92s 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 Issuer92s 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 Holder92s 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 creditors92 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 Holder92s 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 Holder92 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 Issuer92s 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 creditors92 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 Issuer92s knowledge, any order, rule, or regulati ...