Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1/A Amendment No. 2 to Form S-1 124 804K
2: EX-1.1 Underwriting Agreement 54 165K
3: EX-2.1 Agreement and Plan of Contribution 54 159K
4: EX-3.2 Amended and Restated Cert. of Incorporation 19 66K
5: EX-3.3 Bylaws of Donna Karan International Inc. 20 42K
6: EX-5.1 Opinion of Proskauer Rose Goetz & Mendelsohn LLP 2 10K
15: EX-10.10 Stockholders Agreement 9 29K
16: EX-10.11 Donna Karen Incentive Compensation Plan 8 33K
7: EX-10.2 1996 Stock Incentive Plan 20 96K
8: EX-10.3 1996 Non-Employee Director Stock Option Plan 17 76K
9: EX-10.4 Registration Rights Agreement 33 106K
10: EX-10.5 Form License Agree. Bet Gab Studio & Donna Karan 55 109K
Co.
11: EX-10.6 Guaranty of Donna Karan International Inc. 3 11K
12: EX-10.7 Form of License Agree Bet Donna Karan & Stephen W 12 35K
13: EX-10.8 Employment Agreement/Donna Karan 20 51K
14: EX-10.9 Employment Agreement/Stephan Weiss 18 46K
17: EX-23.1 Consent of Ernst & Young LLP 1 8K
18: EX-24 Power of Attorney 1 10K
EX-10.6 — Guaranty of Donna Karan International Inc.
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EXHIBIT 10.6
WM&C DRAFT 6/6/96
GUARANTY OF DONNA KARAN INTERNATIONAL INC.
FOR VALUE RECEIVED, Donna Karan International Inc., a corporation
incorporated under the laws of the State of Delaware (the "Guarantor"),
guarantees to Gabrielle Studio, Inc., a corporation organized under the laws of
the State of New York (the "Beneficiary"), the payment or performance of all
obligations, monetary or otherwise, of Donna Karan Studio, a New York general
partnership (the "Company"), under that certain License Agreement dated as of
the date hereof, between the Beneficiary and the Company, and any amendments or
supplements thereto (the "Agreement"), in accordance with the terms thereof.
Notwithstanding anything to the contrary contained herein, to the
extent this Guaranty relates to the payment of sums due to Beneficiary under the
Agreement, it is a guaranty of payment and not of collection and a continuing
guaranty which will remain in full force and effect and be binding upon the
undersigned until payment in full by the Company to Beneficiary of all sums due
pursuant to the Agreement.
The representations, warranties, obligations, covenants, agreements
and duties of the Guarantor under this Guaranty in no way shall be affected or
impaired by reason of the happening from time to time of any of the following,
although without notice to or the further consent of Guarantor: (i) the waiver
by Beneficiary of the performance or observance by the
Company of any agreement, covenant, warranty, representation, term or condition
contained in the Agreement; (ii) the extension, in whole or in part, of the time
for the payment or performance by the Company of any sums owing or payable or
any obligations due under the Agreement; or (iii) any failure, omission, delay
or lack on the part of Beneficiary to enforce, assert or exercise any right,
power or remedy conferred on Beneficiary in the Agreement or otherwise.
No failure on the part of Beneficiary to exercise, and no delay in the
exercise of, any right, remedy or power hereunder will operate as a waiver
thereof, nor will any single or partial exercise by Beneficiary of any right,
remedy or power hereunder, preclude any other or future exercise of any other
right, remedy or power.
Guarantor hereby waives notice of any obligations or liabilities
contracted by the Company in the performance or observance of any agreement,
covenant, term or condition under the Agreement or in the payment of any sums
payable by it thereunder.
If, by reason of the Federal bankruptcy laws, or any other applicable
Federal or state law, claim is ever made against Beneficiary for repayment or
recovery of any amount or amounts received by Beneficiary pursuant to the
Agreement and Beneficiary repays to the Company (or remits, with the Company's
consent, to any third party) any part of such amount by reason of any judgment,
decree or order of any court or administrative body or
any settlement or compromise by the Beneficiary of any such claim consented to
by the Company, the Guarantor shall be liable to Beneficiary for the full amount
so repaid or recovered.
This Guaranty cannot be modified, discharged or terminated except by a
writing signed by the Beneficiary.
The Guarantor represents and warrants to Beneficiary that the
execution, delivery and performance on the part of the Guarantor of this
Guaranty and the consummation of the transactions contemplated hereby are within
its corporate power and have been duly authorized by all necessary corporate
action on its part. This Guaranty has been duly executed and delivered by the
Guarantor and constitutes the legal, valid and binding obligation of the
Guarantor enforceable against the Guarantor in accordance with its terms.
This Guaranty shall be governed by and construed in accordance with
the laws of the State of New York, without giving effect to the choice of law
principles thereof.
DONNA KARAN INTERNATIONAL INC.
By:____________________________
Name:
Title:
Dated as of ________, 1996
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