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EXHIBIT 10.3
Translated from the French
JOINT GUARANTEE
Granted by
THE CREDIT SUISSE HOTTINGUER (the Bank)
as Guarantor
To
RG BARRY CORPORATION
As Beneficiary
Relating to the stock purchase agreement entered into between Mr. Thierry
Civetta and RG Barry on July 22, 1999.
TABLE OF CONTENTS
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1. DEFINITIONS..............................................................4
2. GUARANTEE COMMITMENT.....................................................4
3. TERM.....................................................................5
4. NOTIFICATIONS............................................................5
5. APPLICABLE LAW - CHOICE OF JURISDICTION..................................5
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This joint guarantee is granted on July 22, 1999 by
(1) THE CREDIT SUISSE HOTTINGUER, a French societe anonyme (corporation)
with share capital of EUR 52,888,000, whose registered office is at 38,
rue de Provence, 75009 Paris, registered with the Commercial and
Companies Registry of Paris under the number RCS B 317 823 755,
represented by Mr. Pascal DEFEVER and Mr. Georges PEREZ, duly
authorized for purposes hereof,
(hereinafter referred to as the "Guarantor"),
to:
(2) RG BARRY CORPORATION, incorporated under the laws of Ohio, whose head
office is at 13045 Yarmouth Rd. NW, Pickerington, Ohio, 43147, the
United States, represented by Mr. Yves Gaget, duly authorized for
purposes hereof pursuant to the decision and power of attorney annexed
hereto,
(hereinafter referred to as the "Beneficiary"),
WHEREAS:
(A) Pursuant to the stock purchase agreement dated July 22, 1999, the
Beneficiary acquired from Mr. Thierry CIVETTA 2,000 shares of ESCAPADE
SA, a French societe anonyme (corporation) with capital of FF 250,000,
whose registered office is at Le Petit Guet - Nantheuil de Thiviers,
24800 Thiviers, registered with the Commercial and Companies Registry
of Perigueux under the number B 384 486 601.
(B) Under the terms of said stock purchase agreement, Mr. Thierry CIVETTA
gave representations and guarantees and undertook to indemnify the
Beneficiary, until March 15, 2003 and within the limit of an amount of
FF 25,000,000, for any harm which may result from any inaccuracies or
violation of the representations and guarantees provided for in the
stock purchase agreement.
(C) The stock purchase agreement also provides for the obligation of Mr.
Thierry CIVETTA to provide RG BARRY with a joint bank guarantee issued
by a first-rate European bank.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. DEFINITIONS
1.1. The terms used in this Guarantee that start with a capital letter
(including those in the recital) have, unless otherwise stated, the
meaning attributed to them in the stock purchase agreement.
1.2. Furthermore:
"GUARANTEED COMMITMENTS" means any commitments of sums of money undertaken
by Mr. Thierry CIVETTA in respect of Articles 6 and
7 of the stock purchase agreement.
2. GUARANTEE COMMITMENTS
2.1. The Guarantor unconditionally and irrevocably stands personal, joint
and indivisible
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security for the Beneficiary of the payment by Mr. Thierry CIVETTA of
the Guaranteed Commitments.
2.2. The Guarantor waives its right to claim the benefices de discussion et
de division (benefit of discussion and division)1. Therefore, the
Beneficiary may ask the Guarantor by registered letter with return
receipt requested ("the Notice") to perform this commitment in favor of
the Beneficiary merely after notice by registered letter with return
receipt
requested has been provided to Mr. Thierry CIVETTA to no avail. The
Beneficiary shall not by any means be required first to exhaust all of
his means of recourse against Mr. Thierry CIVETTA or against any of the
latter's third party guarantors.
2.3. The Guarantor's MAXIMUM COMMITMENT under this guarantee is in the
amount of FF 4,000,000 (FOUR MILLION FRENCH FRANCS).
2.4. The Guarantor represents that it is perfectly aware of Mr. Thierry
CIVETTA's situation and financial needs and the nature of his
obligations arising under the stock purchase agreement, a copy of which
is annexed hereto.
2.5. The Guarantor acknowledges having received a copy of the stock purchase
agreement and having accepted the terms thereof.
1 Translator's note: This benefit refers to the right a surety has to cause the
property of the principal debtor to be applied in satisfaction of
the obligation in the first instance, and/or the privilege of one
of several co-sureties to insist upon paying only its pro-rata
share of the debt.
3. TERM
The Guarantor is bound as from the date of this guarantee until March 15, 2003.
Nonetheless, the Guarantor shall continue to be bound beyond said date until
complete and final payment is made, either amicably or by judicial decision, of
any action or claim relating to the Secured Bonds and which has been the subject
of a Notice received by the Guarantor prior to March 15, 2003 in accordance with
the provisions of Articles 8 and 9 of the stock purchase agreement.
4. NOTICES
Any notices and claims relating to this Guarantee shall be made in writing and,
unless otherwise agreed, sent by registered letter with return receipt requested
to the following addresses:
As regards the Guarantor:
MR. GEORGES PEREZ
Credit Suisse Hottinguer
38, rue de Provence
75009 Paris
Fax: 01 40 82 61 28
As regards the Beneficiary:
RG BARRY
13405 Yarmouth Road NW.
Pickerington, Ohio, 43143 USA
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Fax:
To the attention of: Mr. Richard BURRELL, Mr. Gordon ZACKS, with copy to FIDAL
Direction International, 5 Cours Valmy, F, 92923 Paris La Defense to the
attention of Messrs. Philippe BRETON and Pierre MAUDEZ-CAILLE.
5. APPLICABLE LAW - CHOICE OF JURISDICTION
5.1. This guarantee shall be governed by French law.
5.2. Any dispute arising or resulting from this guarantee shall be brought
before the Commercial Court of Paris.
Executed in Paris on July 22, 1999,
In three original counterparts, including one for registration (the registration
fees being at the Guarantor's expense).
CREDIT SUISSE HOTTINGUER
As Guarantor
PASCAL DEFEVER GEORGE PEREZ
/s/ Pascal Defever /s/ George Perez