EXHIBIT 2
STOCK PURCHASE AGREEMENT
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STOCK PURCHASE AGREEMENT ("Agreement") dated as of November
25, 1998 between REDAM LLC, a limited liability company organized under the laws
of Delaware ("Seller"), and EMPUSA LLC, a limited liability company organized
under the laws of Delaware ("Buyer").
A G R E E M E N T:
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NOW, THEREFORE, in consideration of the mutual and dependent
promises set forth herein, the sufficiency of which is hereby acknowledged, the
parties hereby agree as follows:
ARTICLE I
THE TRANSACTIONS
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1.1 Purchase and Sale. Upon the terms and subject to the
conditions set forth in this Agreement, at the Closing (as defined below) Buyer
shall purchase from Seller, and Seller shall sell to Buyer, the 8,617,017 shares
(the "Shares") of common stock (the "Common Stock"), par value $.01 per share,
of Brylane, Inc., a Delaware corporation ("Brylane"), owned by Seller. The
purchase price to be paid by Buyer to Seller for the Shares to be sold and
purchased hereunder shall be $20.00 per share of Common Stock (the "Purchase
Price"). The Purchase Price and the number of Shares to be purchased and sold
hereunder shall be adjusted to give effect to any stock splits, stock dividends,
recapitalizations and similar transactions declared or occurring between the
date hereof and Closing.
1.2 Closing. At the Closing (a) Buyer will wire transfer in
same day funds to account set forth in writing by Seller the sum of $172,340,340
in payment of the Purchase Price for the Shares to be purchased by Buyer, and
(b) Seller shall deliver a certificate or certificates to Buyer, representing
the Shares purchased thereby, duly endorsed for transfer in blank (the
"Certificates") with stock transfer stamps attached. The consummation of the
transactions contemplated by this Agreement (the "Closing") shall take place at
16:00 o'clock, London, United Kingdom time, at the offices of Seller's counsel
(or at such other place as the parties may agree) no earlier than November 25,
1998 and no later than December 1, 1998. Buyer's obligation to consummate the
Closing shall be subject to (i) the representations and warranties of Seller
contained herein having been true and correct in all respects on the date hereof
and on and as of the Closing date with the same effect as if such
representations and warranties had been made on and as of the Closing date, (ii)
receipt by Buyer at the Closing of a certificate of an appropriate officer of
Seller dated as of the Closing date to the effect of the matters set forth in
clause (i) of this sentence and (iii) receipt of all regulatory approvals
required or deemed advisable by Buyer. Seller's obligation to consummate the
Closing shall be subject to (i) the representations and warranties of Buyer
contained herein having been true and correct in all respects on the date hereof
and on and as of the Closing date with the same effect as if such
representations and warranties
had been made on and as of the Closing date, (ii) receipt by Seller at the
Closing of a certificate of an appropriate officer of Buyer dated as of the
Closing date to the effect of the matters set forth in clause (i) of this
sentence and (iii) receipt of all regulatory approvals required or deemed
advisable by Seller.
1.3 Fees and Expenses. Buyer and Seller shall each be
responsible for the fees and expenses incurred by it in connection with this
Agreement and the transactions contemplated hereby.
1.4 Assignment. Buyer may assign its right to purchase the
Shares to any one or more direct or indirect majority-owned subsidiaries, or
affiliates controlled by Buyer; provided that no such assignment shall relieve
Buyer of its obligations hereunder to the extent that the assignee fails to
fulfill the same.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF BUYER
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Buyer represents and warrants to Seller as follows:
2.1 Authority. Buyer has full power and authority to execute
and deliver this Agreement, and to consummate the transactions contemplated on
its part hereby. The execution, delivery and performance by Buyer of this
Agreement and the consummation of the transactions contemplated hereby have been
duly authorized by all necessary action on the part of Buyer. No other action on
the part of Buyer is necessary to authorize the execution and delivery of this
Agreement by Buyer or the performance by Buyer of its obligations hereunder or
thereunder. This Agreement has been duly executed and delivered by Buyer and
constitutes a legal, valid and binding agreement of Buyer, enforceable against
it in accordance with its terms, subject to applicable bankruptcy, insolvency,
moratorium, reorganization or similar laws affecting creditors' rights generally
and subject to general equitable principles (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER
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Seller represents and warrants to Buyer as follows:
3.1 Authority. Seller has full power and authority to execute
and deliver this Agreement, and to consummate the transactions contemplated on
its part hereby. The execution, delivery and performance by Seller of this
Agreement and the consummation of the transactions contemplated hereby have been
duly authorized by all necessary action on the part of Seller. No
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other action on the part of Seller is necessary to authorize the execution and
delivery of this Agreement by Seller or the performance by Seller of its
obligations hereunder or thereunder. This Agreement has been duly executed and
delivered by Seller and constitutes a legal, valid and binding agreement of
Seller, enforceable against it in accordance with its terms, subject to
applicable bankruptcy, insolvency, moratorium, reorganization or similar laws
affecting creditors' rights generally and subject to general equitable
principles (regardless of whether such enforceability is considered in a
proceeding in equity or at law).
3.2 Title to Shares. Seller has good, valid and marketable
title to the Shares of Common Stock, free and clear of any Encumbrances (as
defined below). At the Closing, Buyer will acquire all of Seller's right, title
and interest in and to, and will have good, valid and marketable title to the
Shares of Common Stock from Seller, free and clear of any and all security
interests, liens, claims, pledges, encumbrances or other rights or claims of any
other person of any kind or any preemptive or similar rights (collectively,
"Encumbrances"). The Shares constitute all of the shares of capital stock of
Brylane owned or held by Seller as of the date of this Agreement.
ARTICLE IV
MISCELLANEOUS
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4.1 Notices. All notices and other communications given or
made pursuant hereto shall be in writing and shall be deemed to have been given
or made if in writing and delivered personally, sent by commercial carrier or
registered or certified mail (postage prepaid, return receipt requested) or
transmitted by facsimile (with receipt confirmed) to the parties at the
addresses and numbers set forth below or at such other addresses or numbers as
shall be furnished by the parties by like notice, and such notice or
communication shall be deemed to have been given or made as of the date actually
received. Notices to Seller shall be addressed to:
REDAM LLC
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Telecopy Number: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇, Esq.
Telecopy Number: (▇▇▇) ▇▇▇-▇▇▇▇
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Notices to Buyer shall be addressed to:
EMPUSA LLC
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇ and ▇.▇. ▇▇▇▇▇
Telecopy Number: (▇▇▇) ▇▇-▇▇▇-▇▇▇-▇▇▇▇
with a copy to:
▇▇▇▇▇▇ ▇▇▇▇▇▇ Solicitors
▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇ ▇▇▇
Attention: ▇. ▇. ▇▇▇▇▇▇
Telecopy Number: (▇▇▇) ▇▇-▇▇▇-▇▇▇-▇▇▇▇
4.2 Publicity. Except as may be required by applicable law, so
long as this Agreement is in effect, Buyer and Seller shall not, and shall cause
their affiliates not to, issue or cause the publication of any press release or
other announcement with respect to the transactions contemplated by this
Agreement without the consent of the other parties, which consent shall not be
unreasonably withheld or delayed.
4.3 Headings; Entire Agreement; Counterparts; Amendments;
Third Party Beneficiaries. The headings contained in this Agreement are inserted
for convenience only and do not constitute a part of this Agreement. This
Agreement constitutes the entire agreement among the parties and supersedes all
other prior agreements and understandings, both written and oral, among the
parties, or any of them, with respect to the subject matter hereof. This
Agreement may be executed in one or more counterparts, all of which shall be
considered one and the same agreement and each of which shall be deemed an
original. This Agreement may not be amended except by an instrument in writing
signed on behalf of each of the parties hereto. This Agreement is not intended
to confer upon any other person other than the Parties hereto any rights or
remedies hereunder.
4.4 Assignment. This Agreement and all of the provisions
hereof shall be binding upon and inure to the benefits of the parties hereto and
their respective successors and permitted assigns. Subject to Section 1.4,
neither this Agreement nor any of the rights, interests or obligations shall be
assigned by any of the parties hereto without the prior written consent of the
other parties.
4.5 Governing Law. The validity and interpretation of this
Agreement shall be governed by the laws of the State of New York, without
reference to the conflict of laws principles thereof.
4.6 Specific Performance. The parties hereto shall
acknowledge that, in view of the uniqueness of the parties hereto, the parties
hereto would not have an adequate remedy at law for money damages in the event
that this Agreement were not performed in accordance with
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its terms, and therefore agree that the parties shall be entitled to specific
enforcement of the terms hereof in addition to any other remedy to which the
parties hereto may be entitled at law or in equity.
4.7 Termination. This Agreement may be terminated at any time
prior to the Closing by written notice to the other party hereto (i) by mutual
agreement of Seller and Buyer or (ii) by either Seller or buyer if the Closing
has not occurred by December 15, 1998.
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IN WITNESS WHEREOF, Buyer and Seller have caused this
Agreement to be signed by a duly authorized officer as of the date first written
above.
REDAM LLC
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Manager
EMPUSA LLC
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Manager
By: /s/ ▇.▇. ▇▇▇▇▇
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Name: ▇.▇. ▇▇▇▇▇
Title: Manager and Secretary
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