{"id":43625,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/stock-and-asset-purchase-agreement-sa-louis-dreyfus-et-cie-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-and-asset-purchase-agreement-sa-louis-dreyfus-et-cie-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/stock-and-asset-purchase-agreement-sa-louis-dreyfus-et-cie-and.html","title":{"rendered":"Stock and Asset Purchase Agreement &#8211; SA Louis Dreyfus et cie and Polo Ralph Lauren Corp."},"content":{"rendered":"<pre>\n------------------------------------------------------------------------------\n\n\n\n\n\n\n\n                      STOCK AND ASSET PURCHASE AGREEMENT\n\n\n                                    between\n\n\n                           S.A. LOUIS DREYFUS ET CIE\n\n\n                                      and\n\n\n                         POLO RALPH LAUREN CORPORATION\n\n\n\n\n                         Dated as of November 23, 1999\n\n\n\n\n\n\n\n------------------------------------------------------------------------------\nc;\n\n\n                               TABLE OF CONTENTS\n\n                                                                          Page\n\n                                   ARTICLE I\n\n                       SALE AND TRANSFER OF TRANSFERRED\n                          SUBSIDIARY STOCK AND ASSETS . . . . . . . . . .    2\n\n         1.1     Sale and Transfer of Transferred Subsidiary Stock  . . .    2\n         1.2     Sale of Assets . . . . . . . . . . . . . . . . . . . . .    2\n         1.3     Designated Purchasers  . . . . . . . . . . . . . . . . .    2\n         1.4     Transfer of the Transferred Subsidiary Stock and the\n                  Purchased Assets  . . . . . . . . . . . . . . . . . . .    2\n\n                                  ARTICLE II\n\n                        PURCHASE PRICE AND ADJUSTMENTS  . . . . . . . . .    3\n\n         2.1     Purchase Price . . . . . . . . . . . . . . . . . . . . .    3\n         2.2     Payment of Purchase Price  . . . . . . . . . . . . . . .    4\n         2.3     Currency Conversion  . . . . . . . . . . . . . . . . . .    4\n         2.4     Settlement of Purchase Price . . . . . . . . . . . . . .    4\n         2.5     Allocation of Purchase Price . . . . . . . . . . . . . .    6\n\n                                  ARTICLE III\n\n                    REPRESENTATIONS AND WARRANTIES OF SALD  . . . . . . .    6\n\n         3.1     Corporate Existence  . . . . . . . . . . . . . . . . . .    6\n         3.2     Corporate Authority  . . . . . . . . . . . . . . . . . .    7\n         3.3     Capitalization . . . . . . . . . . . . . . . . . . . . .    8\n         3.4     Governmental Approvals and Consents  . . . . . . . . . .    9\n         3.5     Financial Statements . . . . . . . . . . . . . . . . . .   10\n         3.6     Absence of Certain Changes . . . . . . . . . . . . . . .   10\n         3.7     Contracts; Affiliate Transactions  . . . . . . . . . . .   10\n         3.8     Litigation . . . . . . . . . . . . . . . . . . . . . . .   11\n         3.9     Insurance  . . . . . . . . . . . . . . . . . . . . . . .   12\n         3.10    Intellectual Property Rights . . . . . . . . . . . . . .   12\n         3.11    Tax Matters  . . . . . . . . . . . . . . . . . . . . . .   13\n         3.12    Employee Benefits  . . . . . . . . . . . . . . . . . . .   16\n         3.13    Labor Matters  . . . . . . . . . . . . . . . . . . . . .   17\n         3.14    Environmental Matters  . . . . . . . . . . . . . . . . .   18\n         3.15    Transferred Assets and the Business; Dissolved and\n                  Dormant Subsidiaries  . . . . . . . . . . . . . . . . .   18\n         3.16    Undisclosed Liabilities  . . . . . . . . . . . . . . . .   19\n         3.17    Receivables. . . . . . . . . . . . . . . . . . . . . . .   19\n\n                                      -i-\nc;\n\n\n         3.18    Inventories  . . . . . . . . . . . . . . . . . . . . . .   19\n         3.19    Finders; Brokers . . . . . . . . . . . . . . . . . . . .   19\n\n                                  ARTICLE IV\n\n                         REPRESENTATIONS OF PURCHASER   . . . . . . . . .   20\n\n         4.1     Corporate Existence  . . . . . . . . . . . . . . . . . .   20\n         4.2     Corporate Authority  . . . . . . . . . . . . . . . . . .   20\n         4.3     Governmental Approvals and Consents  . . . . . . . . . .   21\n         4.4     Finders; Brokers . . . . . . . . . . . . . . . . . . . .   22\n\n                                   ARTICLE V\n\n                       AGREEMENTS OF PURCHASER AND SALD   . . . . . . . .   22\n\n         5.1     Operation of the Business  . . . . . . . . . . . . . . .   22\n         5.2     Investigation of Business  . . . . . . . . . . . . . . .   23\n         5.3     Best Efforts; No Inconsistent Action . . . . . . . . . .   23\n         5.4     Intercompany Transactions  . . . . . . . . . . . . . . .   24\n         5.5     Non-Solicitation of Employees; Confidentiality . . . . .   25\n         5.6     Tax Matters  . . . . . . . . . . . . . . . . . . . . . .   26\n         5.7     Reserved . . . . . . . . . . . . . . . . . . . . . . . .   29\n         5.8     Working Capital Facility . . . . . . . . . . . . . . . .   29\n         5.9     Transition Services Agreement. . . . . . . . . . . . . .   30\n         5.10    Transfer Taxes . . . . . . . . . . . . . . . . . . . . .   31\n         5.11    Working Capital Surplus  . . . . . . . . . . . . . . . .   31\n         5.12    Certain Corporate Matters  . . . . . . . . . . . . . . .   32\n         5.13    Future Investments in the Jeans Business or Vertical\n                  Retail Program  . . . . . . . . . . . . . . . . . . . .   33\n         5.14    Further Obligations of Purchaser and SALD  . . . . . . .   33\n\n                                  ARTICLE VI\n\n                             CONDITIONS TO CLOSING  . . . . . . . . . . .   34\n\n         6.1     Conditions Precedent to Obligations of Purchaser and\n                  SALD.   . . . . . . . . . . . . . . . . . . . . . . . .   34\n         6.2     Conditions Precedent to Obligation of SALD . . . . . . .   35\n         6.3     Conditions Precedent to Obligation of Purchaser  . . . .   36\n         6.4     Exception to the Conditions Precedent to Obligation\n                  of Purchaser  . . . . . . . . . . . . . . . . . . . . .   37\n\n\n\n\n\n\n                                     -ii-\nc;\n\n\n                                  ARTICLE VII\n\n                                    CLOSING . . . . . . . . . . . . . . .   37\n\n         7.1     Closing Date . . . . . . . . . . . . . . . . . . . . . .   37\n         7.2     Purchaser Obligations  . . . . . . . . . . . . . . . . .   39\n         7.3     SALD Obligations . . . . . . . . . . . . . . . . . . . .   39\n         7.4     Termination of Certain Obligations on Closing  . . . . .   40\n\n                                 ARTICLE VIII\n\n                                INDEMNIFICATION . . . . . . . . . . . . .   40\n\n         8.1     Indemnification  . . . . . . . . . . . . . . . . . . . .   40\n         8.2     Certain Limitations  . . . . . . . . . . . . . . . . . .   42\n         8.3     Procedures for Third-Party Claims  . . . . . . . . . . .   44\n         8.4     Tax Indemnification  . . . . . . . . . . . . . . . . . .   45\n         8.5     Certain Claims Procedures  . . . . . . . . . . . . . . .   47\n\n                                  ARTICLE IX\n\n                                  TERMINATION . . . . . . . . . . . . . .   47\n\n         9.1     Termination Events . . . . . . . . . . . . . . . . . . .   47\n         9.2     Effect of Termination  . . . . . . . . . . . . . . . . .   48\n\n                                   ARTICLE X\n\n                    MISCELLANEOUS AGREEMENTS OF THE PARTIES . . . . . . .   49\n\n         10.1    Notices  . . . . . . . . . . . . . . . . . . . . . . . .   49\n         10.2    Severability . . . . . . . . . . . . . . . . . . . . . .   49\n         10.3    Further Assurances; Further Cooperation  . . . . . . . .   50\n         10.4    Counterparts . . . . . . . . . . . . . . . . . . . . . .   50\n         10.5    Expenses . . . . . . . . . . . . . . . . . . . . . . . .   50\n         10.6    Non-Assignability  . . . . . . . . . . . . . . . . . . .   50\n         10.7    Amendment; Waiver  . . . . . . . . . . . . . . . . . . .   50\n         10.8    Third Parties; Holders of Qualifying Shares  . . . . . .   51\n         10.9    Governing Law  . . . . . . . . . . . . . . . . . . . . .   51\n         10.10   Consent to Jurisdiction; Waiver of Jury Trial  . . . . .   51\n         10.11   Entire Agreement . . . . . . . . . . . . . . . . . . . .   52\n         10.12   Section Headings; Table of Contents  . . . . . . . . . .   52\n         10.13   Specific Performance . . . . . . . . . . . . . . . . . .   52\n\n\n\n\n\n                                     -iii-\nc;\n\n\n                                   EXHIBITS\n\nAnnex A      Definitions\n\nEXHIBIT A    Entity Sellers\nEXHIBIT B    Lower Tier Subsidiaries\nEXHIBIT C    Asset Sellers\nEXHIBIT D    Certain Purchased Assets\nEXHIBIT E    Legal Opinion of Purchaser's Counsel\nEXHIBIT F    Legal Opinion of SALD's Counsel\n\n\n                                   SCHEDULES\n\n\nSchedule 2.1(a)           1998 Balance Sheet as Adjusted\nSchedule 2.1(b)           Model of the Hypothetical Closing Date Balance Sheet\n                          as Adjusted\nSchedule 2.1(c)           Description of Required Adjustments to Financial\n                          Statements for Purchase Price Calculation\nSchedule 2.1(d)           Illustration of the Purchase Price Computation\nSchedule 2.5              Allocation of Purchase Price\nSchedule 3.2              Corporate Authority\nSchedule 3.3(a)           Capitalization\/Qualifying Shares\nSchedule 3.4              Governmental Approvals and Consents\nSchedule 3.5              Financial Statements\nSchedule 3.6              Absence of Certain Changes\nSchedule 3.7(a)(1)        Contracts\/Commitments with Non-Affiliates; Addendum\n                          A: Warehouse Agreements; Addendum B: Copy Equipment\n                          Leasing and Maintenance Agreements\nSchedule 3.7(a)(2)        Bank Guarantees\/Deposits\/Letters of Intent\nSchedule 3.7(b)(1)        Contracts\/Commitments with Affiliates\nSchedule 3.7(b)(2)(a)     Poloco S.A. Foreign Exchange Contracts USD\nSchedule 3.7(b)(2)(b)     Poloco S.A. Foreign Exchange Contracts GBP\nSchedule 3.7(b)(2)(c)     Polo Jeans Company (Europe) Ltd Foreign Exchange\n                          Contracts USD\nSchedule 3.7(c)(1)        Real Property Leases\nSchedule 3.7(c)(2)        Retail Store Locations\nSchedule 3.8              Litigation\nSchedule 3.10(a)          Intellectual Property Rights\nSchedule 3.10(b)          Intellectual Property Licenses\nSchedule 3.11             Tax Matters\nSchedule 3.12             Employee Benefits\nSchedule 3.13             Labor Matters\nSchedule 3.14             Environmental Matters\nSchedule 4.3              Governmental Approvals and Consents\nSchedule 5.5(a)           Non-Solicitation of Certain Employees\n\n                                     -iv-\nc;\n\n\n                      STOCK AND ASSET PURCHASE AGREEMENT\n\n\n\n     This Stock and Asset Purchase Agreement, dated as of November 23, 1999\n(hereinafter, the \"Agreement\"), between S.A. Louis Dreyfus et Cie, a\ncorporation organized under the laws of France (\"SALD\"), and Polo Ralph\nLauren Corporation, a Delaware corporation (\"Purchaser\").\n\n\n                             W I T N E S S E T H:\n\n\n     WHEREAS, certain of SALD's Subsidiaries (the \"Licensees\") together\nconduct a business for the manufacture and wholesale marketing and\ndistribution of certain apparel and related products in Europe, North Africa\nand the Middle East pursuant to licenses from Purchaser and Purchaser's\nsubsidiary, The Polo\/Lauren Company, L.P. (the \"Business\"); \n\n     WHEREAS, Purchaser desires to purchase from SALD and SALD's Subsidiaries\nlisted under \"Entity Seller\" on Exhibit A (collectively with SALD, the\n\"Entity Sellers\") and SALD desires to sell and cause those SALD's\nSubsidiaries to sell to Purchaser all of the equity ownership (whether in the\nform of shares or otherwise, the \"Transferred Subsidiary Stock\") of those of\nSALD's Subsidiaries listed under \"Company Being Sold\" on Exhibit A;\n\n     WHEREAS, some of the Licensees, listed under \"Lower Tier Subsidiaries\"\non Exhibit B, are Subsidiaries of SALD's Subsidiaries listed under\n\"Subsidiary\" on Exhibit B (together with SALD's Subsidiaries listed under\n\"Company Being Sold\" on Exhibit A, the \"Transferred Subsidiaries\");\n\n     WHEREAS,  Purchaser desires to purchase from SALD and SALD desires to\nsell to Purchaser certain of the assets (the \"Purchased Assets\") of the\nLicensees listed on Exhibit C (the \"Asset Sellers\");\n\n     WHEREAS, capitalized terms used and not defined in the body of this\nAgreement shall have the meaning set forth in Annex A hereto; and\n\n     NOW, THEREFORE, in consideration of the premises and the mutual promises\ncontained herein, the parties hereby agree as follows:\n\n\n\n\n\n\n\n\n                                      -1-\nc;\n\n\n                                   ARTICLE I\n\n                       SALE AND TRANSFER OF TRANSFERRED\n                          SUBSIDIARY STOCK AND ASSETS\n\n     1.1  Sale and Transfer of Transferred Subsidiary Stock.\n\n          On the Closing Date, SALD shall or shall cause the Entity Sellers\nand any holders of Qualifying Shares to sell, transfer and deliver to\nPurchaser, and Purchaser shall purchase and acquire, all of the Transferred\nSubsidiary Stock owned by the Entity Sellers and any Other Shareholders.\n\n     1.2  Sale of Assets.\n\n          On the Closing Date, SALD shall or shall cause the Asset Sellers to\nsell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall\npurchase and acquire, all of the Asset Sellers' right, title and interest in\nthe Purchased Assets.  Purchaser or the respective Designated Asset Purchaser\nshall not assume, and the Asset Sellers shall remain fully responsible for,\nany liabilities or obligations of the Asset Sellers (other than obligations\nof the Asset Sellers set forth in the Purchased Licenses), including, but not\nlimited to the May 11, 1998 promissory note of Louis Dreyfus Fashions Corp.,\npayable to L.D. Fashions Holdings Corp. in the principal amount of\n$85,000,000 (the \"Promissory Note\") (such liabilities and obligations\nhereinafter collectively, \"Retained Liabilities\").\n\n     1.3  Designated Purchasers.\n\n          By notice to SALD given not later than 10 Business Days prior to\nthe Closing Date, Purchaser may designate persons other than Purchaser (a) to\nwhich any of the respective Entity Sellers shall transfer and deliver those\nof the shares of the Transferred Subsidiary Stock owned by it (collectively,\nthe \"Designated Share Purchasers\") and (b) to which any of the Asset Sellers\nshall transfer and deliver those of the assets owned by it to be transferred\nin accordance with the terms hereof (collectively, the \"Designated Asset\nPurchasers\" and together with Designated Share Purchasers, \"Designated\nPurchasers\") and such transfers of the Transferred Subsidiary Stock and such\nPurchased Assets shall be made at the Closing as so designated.\n\n     1.4  Transfer of the Transferred Subsidiary Stock and the Purchased\nAssets.\n\n          The Transferred Subsidiary Stock and the Purchased Assets shall be\ntransferred by such assignments, deeds, bills of sale, notarial deeds, stock\ncertificates, stock powers and other instruments of transfer, each executed,\nas required by the Entity Sellers, the Asset Sellers, Purchaser and each\nDesignated Purchaser, in each case, as appropriate and as required under the\n\n                                      -2-\nc;\n\n\nlaw applicable thereto, to transfer to Purchaser or the applicable Designated\nPurchaser, as the case may be, all of the ownership, free of Liens, in the\nTransferred Subsidiary Stock  and the Purchased Assets, in each case in such\nform as is reasonably acceptable to Purchaser (the \"Transfer Documents\").\n  \n\n                                  ARTICLE II\n\n                        PURCHASE PRICE AND ADJUSTMENTS\n\n     2.1  Purchase Price. \n\n          The aggregate purchase price for the Transferred Subsidiary Stock\nand the Purchased Assets shall be an amount (the \"Purchase Price\") equal to\n(A) the \"Base Purchase Price,\" which is the sum of (i) US$195 million for\nthat portion of the Business other than the Jeans Business and (ii) (Pound\nSterling)9 million for the Jeans Business (the \"Jeans Investment\") minus (B)\nthe \"Purchase Price Adjustment Amount\", calculated in a manner consistent\nwith the illustration under Caption 5 on Schedule 2.1(d) and which is the sum\nof the following three amounts:\n\n               (i)  Funded Debt reflected on the balance sheet contained in\n     the Closing Date Financial Statements, calculated in a manner consistent\n     with the illustration under Caption 2 on Schedule 2.1(d); \n\n               (ii) the \"Working Capital Shortfall\", if any, which is the\n     amount by which the Current Assets are less than the sum of (1) 100% of\n     all declared but unpaid dividends shown as a liability on the Closing\n     Date Financial Statements (collectively, the \"Dividends Liability\") and\n     (2) 110% of all Current Liabilities other than the Dividends Liability,\n     determined based upon information reflected in the Closing Date\n     Financial Statements and calculated in a manner consistent with the\n     illustration under Caption 3 on Schedule 2.1(d); and \n\n               (iii)  the excess, if any, of \n\n                          (a)  the \"Net Worth Decrease\", which is the excess,\n                    if any, of (1) US$5,238,000, which is the \"1998 Net Worth\n                    of the Business\" as shown under Caption 4 on Schedule\n                    2.1(d) over (2) the \"Closing Date Net Worth of the\n                    Business\", as that Closing Date Net Worth of the Business\n                    is determined based upon information reflected in the\n                    Closing Date Financial Statements and calculated in a\n                    manner consistent with the illustration under Caption 4\n                    on Schedule 2.1(d), over \n\n                          (b)  the Working Capital Shortfall, if any.\n\n                                      -3-\nc;\n\n\n     2.2  Payment of Purchase Price.  \n\n          On the Closing Date, Purchaser shall pay to SALD on account of the\nPurchase Price US$175.5 million and (Pound Sterling)8.1 million, which is 90%\nof the amount of the Base Purchase Price.  Such amount shall be payable in\nUnited States dollars in immediately available federal funds to such bank\naccount or accounts as are designated by SALD not less than three Business\nDays prior to the Closing.\n\n     2.3  Currency Conversion.  \n\n          For purposes of calculating the Purchase Price Adjustment Amount,\nall calculations shall be made in U.S. dollars, and shall be based on the\ndollar amounts reflected in the 1998 Financial Statements and the Closing\nDate Financial Statements under the column headed U.S. Dollars; and the\namount of the Jeans Investment shall be converted to U.S. dollars at the\nexchange rate announced by the Federal Reserve Bank of New York and printed\non Reuters Page \"1FED\" on the Business Day immediately preceding the Closing\nDate.\n\n     2.4  Settlement of Purchase Price.  \n\n          (a)  Purchaser shall prepare (with the full participation of SALD\nand its advisors) and deliver to SALD, no later than 90 days after the\nClosing Date, the Closing Date Financial Statements and a statement setting\nforth Purchaser's calculation of the Purchase Price Adjustment Amount (the\n\"Post-Closing Statement\"), and in connection with the preparation of the\nClosing Date Financial Statements and the Post-Closing Statement, Purchaser\nwill, or will cause the Transferred Subsidiaries (or the successors, if any,\nto such entities) to, provide SALD and its authorized agents and\nrepresentatives, including its independent accountants, with  reasonable\naccess, at reasonable hours, to all of the properties, books and records of\nthe Transferred Subsidiaries relating to the preparation of the Closing Date\nFinancial Statements and the Post-Closing Statement.  The Business shall bear\nthe expense of the preparation of the Closing Date Financial Statements.  The\nClosing Date Financial Statements and the Purchase Price Adjustment Amount\n(collectively, the \"Post-Closing Calculations\") shall be binding on the\nParties if SALD has not delivered to Purchaser a written notice of its\ndisagreement with such Post-Closing Calculations including any of the\ncalculations contained therein or in any of the financial statements and\nother material used by Purchaser to prepare such Post-Closing Calculations (a\n\"Post-Closing Notice of Disagreement\") within 30 days after receipt by\nPurchaser of such Post-Closing Calculations (the \"Objection Period\").  Any\nsuch Post-Closing Notice of Disagreement shall specify in reasonable detail\nthe nature of any disagreement so asserted.  Within 30 days after the\ndelivery of a Post-Closing Notice of Disagreement all matters as specified in\nsuch Post-Closing Notice of Disagreement that have not been resolved by the\n\n                                      -4-\nc;\n\n\nParties (the \"Post-Closing Disputed Matters\") shall be submitted to and\nreviewed by an arbitrator (the \"Post-Closing Arbitrator\"), which shall be the\nNew York office of any one of the so-called \"Big Five\" accounting firms\nselected by the Parties.  If within five Business Days following the\nexpiration of such 30-day period the Parties have failed to agree upon the\nselection of the Post-Closing Arbitrator or any Post-Closing Arbitrator\nselected by them has not agreed to perform the services called for hereunder,\nthe Post-Closing Arbitrator shall thereupon be selected by the American\nArbitration Association, with preference being given in making such selection\nto any one of the \"Big Five\" accounting firms willing to perform such\nservices.  The Post-Closing Arbitrator shall consider only the Post-Closing\nDisputed Matters.  The Post-Closing Arbitrator shall act promptly to resolve\nall Post-Closing Disputed Matters and its decision with respect to all Post-\nClosing Disputed Matters shall be final and binding upon the Parties.  Upon\nresolution by the Post-Closing Arbitrator of all Post-Closing Disputed\nMatters, the Post-Closing Arbitrator shall cause to be prepared and shall\ndeliver to the Parties a definitive post-closing calculation statement (the\n\"Definitive Post-Closing Statement\"), which shall (i) reflect the\ndetermination of the Post-Closing Arbitrator with respect to any Post-Closing\nDisputed Matters including its determination of the Purchase Price and (ii)\nbe final and binding upon the Parties.  Each Party shall pay its own legal\nand consultant fees incurred in connection with the arbitration and the costs\nof the arbitration shall be charged to the Business.\n\n          (b)  Within five Business Days after the earliest of (A) the\nexpiration of the Objection Period without objection, (B) the date the Post-\nClosing Disputed Matters are resolved pursuant to Section 2.4(a) and (C) the\ndate on which SALD notifies Purchaser that SALD agrees with the Post-Closing\nCalculation, either: (i) Purchaser shall pay in cash by wire transfer in\nUnited States dollars in immediately available Federal funds to SALD to the\naccount designated under Section 2.2 the amount, if any, by which the\nPurchase Price exceeds 90% of the Base Purchase Price; or (ii) SALD shall pay\nin cash by wire transfer in United States dollars in immediately available\nFederal funds to Purchaser to the bank account or accounts designated by\nPurchaser, not less than three Business Days prior to the date payment is due\nthe amount, if any, by which the Purchase Price is less than 90% of the Base\nPurchase Price.  Purchaser shall pay to SALD (in the case of clause (i) of\nthis Section 2.4(b)) or SALD shall pay to Purchaser (in the case of clause\n(ii) of this Section 2.4(b)) interest on any payment pursuant to this Section\n2.4(b) for the period from the Closing Date to the date of payment at the\nLondon Inter-Bank Offer Rate (\"LIBOR\") for six month deposits in U.S. dollars\nas quoted on Telerate Page 3750 on the Closing Date plus 25 basis points.\n\n\n\n\n\n\n                                      -5-\nc;\n\n\n     2.5  Allocation of Purchase Price.\n\n          The Purchase Price allocations among the Purchased Assets and\nTransferred Subsidiaries is set forth on Schedule 2.5.  For the purposes of\nall Taxes, Purchaser and SALD agree to report the transactions contemplated\nby this Agreement in a manner consistent with the allocations under this\nSection 2.5, and that neither of them will take any position inconsistent\nwith such allocations on any Tax Return, in any refund claim, in any\nlitigation, or otherwise, without the consent of the other party except as\nrequired by a final \"determination\" within the meaning of Section 1313 of the\nCode or similar concepts under non-U.S. Tax law.\n\n          Purchaser shall prepare an allocation schedule of Purchase Price\namong the classes of Purchased Assets, along with the first draft of Internal\nRevenue Service Form 8594, and any similar form required by any foreign\njurisdiction which is necessitated by the transactions contemplated by this\nAgreement with respect to the Purchased Assets, which shall be sent to SALD\nwithin 60 days following agreement between the Parties as to the balance\nsheet contained in the Closing Date Financial Statements.  Within 30 days\nafter the receipt of such allocation schedule and Form 8594, SALD shall\npropose any changes to such allocation schedule and Form 8594 or shall\nindicate its concurrence therewith, which concurrence will not be\nunreasonably withheld.\n\n                                  ARTICLE III\n\n                    REPRESENTATIONS AND WARRANTIES OF SALD\n\n     SALD represents and warrants to Purchaser as follows:\n\n     3.1  Corporate Existence.\n\n          Each of the Sellers and the Licensees (a) is duly organized and\nvalidly existing and, where applicable, in good standing under the laws of\nthe jurisdiction of its organization, (b) has the requisite corporate or\nsimilar power and authority to own, lease and operate its properties and\nassets, including in the case of the Asset Sellers the properties and assets\nincluded in the Purchased Assets, and to carry on the Business as the same is\nnow being conducted, and (c) is duly authorized, qualified or licensed to do\nbusiness and is in good standing in every jurisdiction wherein, by reason of\nthe nature of the Business, the same is required, except, in the case of\nclause (c), where the failure of the foregoing to be true and correct would\nnot, individually or in the aggregate, have a material adverse effect on the\nresults of operations, financial condition, assets, liabilities or business\nof the Business, taken as a whole (a \"Business Material Adverse Effect\"). \nSALD has previously provided Purchaser true and complete copies, as in effect\non the date of this Agreement, of the certificate of incorporation, bylaws or\n\n                                      -6-\nc;\n\n\nsimilar organizational documents (each of which are in full force and effect)\nof each Licensee.\n\n     3.2  Corporate Authority.\n\n          This Agreement and the Transfer Documents to be executed, delivered\nand\/or filed in connection herewith (collectively with this Agreement and any\nagreements entered into pursuant to Section 5.9, the \"Transaction Documents\")\nby the Sellers and the Licensees and the consummation of the transactions\ncontemplated hereby and thereby involving such persons have been duly\nauthorized by the Sellers and the Licensees by all requisite corporate,\nshareholder or other action prior to the Closing.  SALD has full and complete\nright, power and authority to execute and deliver this Agreement and to\nperform its obligations hereunder, and each of the Sellers and Licensees has\nor will have at, or prior to the Closing, full power and authority to\nexecute, deliver and\/or file the Transaction Documents to which it is a party\nand to perform its obligations hereunder or thereunder.  This Agreement has\nbeen duly executed and delivered by SALD, and the other Transaction Documents\nwill be duly executed (assuming due authorization by the Purchaser or the\napplicable Designated Purchaser), delivered and\/or filed by each of the\nSellers and Licensees party thereto and this Agreement constitutes, and each\nof the other Transaction Documents when so executed (assuming due\nauthorization by the Purchaser or the applicable Designated Purchaser),\ndelivered and\/or filed will constitute, a valid and legally binding\nobligation of SALD and\/or the applicable Seller or Licensee party thereto,\nenforceable against it in accordance with its terms except as enforceability\nmay be affected by bankruptcy, insolvency, fraudulent conveyance,\nreorganization, moratorium and other similar laws relating to or affecting\ncreditors' rights generally and general equitable principles (whether\nconsidered in a proceeding in equity or at law).  Except (a) for required\nfilings under the HSR Act, European Union merger control and any other\napplicable laws or regulations relating to antitrust or competition\n(collectively, \"Antitrust Regulations\") and (b) as set forth in Schedule 3.2,\nthe execution, delivery and\/or filing of this Agreement and the other\nTransaction Documents by SALD and each of the Sellers or Licensees party\nthereto and the consummation by SALD and each of the Sellers or Licensees of\nthe transactions contemplated hereby and thereby will not (i) violate or\nconflict with any provision of the respective certificate of incorporation or\nby-laws or similar organizational documents of any of the Sellers or any\nLicensee, (ii) result in any breach or constitute any default (with or\nwithout notice or lapse of time, or both) under, or require any consent or\ngive rise to a right of termination, cancellation, acceleration or amendment\nof any obligation or a loss of a benefit under, or result in the creation of\nany restriction, pledge, lien, claim, charge, security interest, option or\nother encumbrance of any nature whatsoever (collectively, \"Liens\") under, any\nContract or any license (other than under any license granted by Purchaser or\nits subsidiary, The Polo\/Lauren Company, L.P. or by one of the Licensees\n\n                                      -7-\nc;\n\n\npursuant to a license granted by Purchaser or its subsidiary, The Polo\/Lauren\nCompany, L.P.) or permit to which SALD, any of the Sellers, or any Licensee\nor any of their respective properties or assets in respect of the Business is\nsubject or is a party, or (iii) violate, conflict with or result in any\nbreach under any provision of any judgment, order, decree, statute, law,\nordinance, rule or regulation of any Governmental Authority applicable to\nSALD, any of the Sellers, or any Licensee or any of their respective\nproperties or assets, except, in the case of clauses (ii) and (iii), to the\nextent that any such breach, default, termination, cancellation,\nacceleration, amendment, loss, Lien, violation, conflict, breach or loss\nwould not have or would not be reasonably likely to have, individually or in\nthe aggregate, a Business Material Adverse Effect, or a material adverse\neffect on the ability of each of the Sellers, taken as a whole, to consummate\nthe transactions contemplated hereby (a \"Seller Material Adverse Effect\").\n\n     3.3  Capitalization.\n\n          (a)  All of the shares of the Transferred Subsidiary Stock and\nshares of the capital stock of the other Transferred Subsidiaries have been\nvalidly issued and, to the extent applicable, as of the Closing Date will\nhave been fully paid and nonassessable and are owned by SALD and\/or one or\nmore of the Sellers or Licensees free and clear of all Liens (except that\ncertain of those shares are owned by other Persons for the purpose of\ncompliance with applicable law as set forth on Schedule 3.3(a) (such shares\ncollectively, the \"Qualifying Shares\").  The Transferred Subsidiary Stock\nrepresents all the issued and outstanding capital stock of the Transferred\nSubsidiaries listed under \"Company Being Sold\" on Exhibit A (except for the\nQualifying Shares).  Schedule 3.3(a) sets forth as of the date of this\nAgreement and as of the Closing Date, for each of the Transferred\nSubsidiaries the authorized capital stock, the number of shares of\noutstanding capital stock or the nominal amount of the shares, the number of\nshares of such outstanding capital stock owned by SALD and its Subsidiaries\nand the name of each such owner, including the Qualifying Shares.  None of\nthe shares of Transferred Subsidiary Stock and shares of the capital stock of\nthe other Transferred Subsidiaries was issued in violation of any preemptive\nrights.  There are no outstanding options, warrants, calls or other rights of\nany kind relating to the sale, transfer, registration, issuance or voting of\nany Transferred Subsidiary Stock or shares of the capital stock of the other\nTransferred Subsidiaries or any securities convertible into or exercisable or\nexchangeable for shares of Transferred Subsidiary Stock or shares of the\ncapital stock of the other Transferred Subsidiaries and all of the options on\nEquity Interests of any of the Transferred Subsidiaries have been terminated. \nUpon consummation of the transactions contemplated by this Agreement,\nPurchaser or the applicable Designated Purchaser, assuming it shall have\npurchased the shares of Transferred Subsidiary Stock in good faith and\nwithout notice of any adverse claim, will own the shares of Transferred\nSubsidiary Stock free and clear of all Liens.  Louis Dreyfus Investment Co.\n\n                                      -8-\nc;\n\n\nLimited and Louis Dreyfus &amp;Co. Limited are not insolvent and will not be\ninsolvent at the time of or as a result (whether directly or indirectly) of\n(i) performing their obligations under this Agreement or (ii) entering into\nany other agreement or arrangement, which causes all or any of the\ntransactions contemplated by this Agreement to be set aside or subject to a\nLien.\n\n          (b)  None of the Transferred Subsidiaries has issued any preferred\nequity securities to any of the Sellers. \n\n     3.4  Governmental Approvals and Consents.\n\n          None of SALD, the Sellers or any Licensee is subject to any order,\njudgment or decree which would prevent the consummation of the Purchase.  No\nclaim, legal action, suit, arbitration, governmental investigation, action or\nother legal or administrative proceeding is pending or, to the knowledge of\nSALD, threatened against SALD, any of the Sellers or any Licensee which would\nenjoin or delay the consummation of the Purchase.  Except as set forth in any\nof Schedules 3.4, 3.8 and 3.11, and except for any consents required under\nany Antitrust Regulations, no material consent, approval, order or\nauthorization of, license or permit from, notice to or registration,\ndeclaration or filing with, any United States or foreign, federal, state,\nprovincial, municipal or local government, court of competent jurisdiction,\nadministrative agency or commission or other governmental or regulatory\nauthority or instrumentality (\"Governmental Authority\"), is required on the\npart of SALD or any of the Sellers or any Licensee in connection with the\nexecution, delivery and\/or filing of this Agreement or any of the other\nTransaction Documents or the consummation of the transactions contemplated\nhereby and thereby, except for such consents, approvals, orders or\nauthorizations, licenses or permits, filings or notices which have been\nobtained and remain in full force and effect.  Notwithstanding any provision\nin this Agreement to the contrary, the inclusion of Schedule 3.4 shall not be\ndeemed to constitute (i) any acknowledgment by SALD that it is the sole\nobligation of SALD to obtain or undertake to obtain or make all or any of the\ngovernment approvals, consents, orders, authorizations, filings or notices\nwhich may be required in connection with the transactions contemplated by\nthis Agreement (including, without limitation, those identified on Schedule\n3.4) and (ii) a waiver by SALD of Purchaser's obligation under Section 4.3\nalso to obtain or undertake all or any of the government approvals, consents,\norders, authorizations, filings or notices which may be required in\nconnection with the transactions contemplated by this Agreement and under\nSections 5.3 and 10.3 to cooperate with SALD in procuring all of the\nGovernmental Authority Consents.\n\n\n\n\n\n                                      -9-\nc;\n\n\n     3.5  Financial Statements.\n\n          (a)  Schedule 3.5 contains a copy of the audited combined balance\nsheet of the Business as of December 31, 1998 and the related combined\nstatement of income for the year then ended, together with the accompanying\nfootnotes (the \"1998 Financial Statements\").  The  1998 Financial Statements\n(i) were prepared in accordance with the books of account and other financial\nrecords of the Business and (ii) present fairly in all material respects the\ncombined financial position and the combined results of operations of the\nBusiness as of such dates and for such periods in accordance with GAAP as set\nforth in the auditor's opinion and as described in the notes to the 1998\nFinancial Statements.\n\n          (b)  Schedule 3.5 also contains a copy of the unaudited combined\nbalance sheet of the Business as of June 30, 1999 and the related combined\nstatement of income for the six months ended June 30, 1999 (such date\nhereinafter, the \"Balance Sheet Date\" and such financial statements\nhereinafter, the \"June Financial Statements\").  The June Financial Statements\n(i) were prepared in accordance with the books of account and other financial\nrecords of the Business, (ii) present fairly in all material respects the\ncombined financial position and the combined results of operations of the\nBusiness as of such dates and for such interim periods in accordance with\nGAAP and prepared on a basis consistent with the 1998 Financial Statements\nand (iii) have been prepared in accordance with GAAP, except that (i) normal\nand recurring adjustments that were not or are not expected to be in the\naggregate material in amount have not been made and (ii) the information\nrequired to be included in the footnotes required by GAAP is not included.\n\n     3.6  Absence of Certain Changes.\n\n          Except as set forth in Schedule 3.6 or as otherwise permitted\npursuant to this Agreement, since the Balance Sheet Date, (i) the Business\nhas been conducted in all material respects in the ordinary course and in\nsubstantially the same manner as previously conducted and (ii) there has been\nno Seller Material Adverse Effect.  Except as set forth in Schedule 3.6,\nsince the Balance Sheet Date, none of the Licensees in respect of the\nBusiness has taken any of the actions referred to in Section 5.1.\n\n     3.7  Contracts; Affiliate Transactions.\n\n          (a)  Except as arise under contracts which Purchaser or any of its\nAffiliates is a party to or has countersigned its acceptance and approval and\nexcept as otherwise disclosed in Schedules 3.7(c) (Leased Real Property),\n3.10(a) (Intellectual Property Rights), 3.10(b) (Licenses) (the \"Covered\nSchedules\") and Schedules 3.7(a)(1), (a)(2) and (b), there are no\ncommitments, contracts or groups of related contracts, indentures or\nagreements to which any Licensee in respect of the Business is a party or by\n\n                                     -10-\nc;\n\n\nwhich any Licensee is bound that relates to the Business (hereinafter\n\"Contracts\") that (i) involve commitments by any Licensee for terms of 12\nmonths or longer and that involve, or are reasonably likely to involve,\npayment by any Licensee or Asset Seller or to any Licensee in each case of\nmore than US$200,000 in the aggregate in the case of any individual Contract\nor group of related Contracts, (ii) involve obligations of any Licensee for\nborrowed money or to maintain deposits or advances of any kind or evidenced\nby bonds, debentures, notes or similar instruments or guarantees or capital\nlease obligations or any other obligations upon which interest charges are\ncustomarily paid, other than those entered into in the ordinary course of\nbusiness or those that involve commitments to lend not in excess of\nUS$200,000, (iii) involve any non-compete agreement that will be applicable\nto any Licensee following the Closing, (iv) constitute material joint venture\nor partnership agreements or (v) constitute equipment or machinery financial\nleases in respect of equipment or machinery with an original asset value in\nexcess of US$200,000.  Each of the Contracts (including each of the Contracts\nlisted on the Covered Schedules) is valid and binding on the respective\nLicensee that is a party thereto and, to the best of SALD's knowledge and\nbelief, on each other party thereto, and is in full force and effect\naccording to its terms, except where the failure to be in full force and\neffect would not, individually or in the aggregate, have a Business Material\nAdverse Effect, and the Licensees that are parties thereto are not in default\nor breach under any such Contract, except where such default or breach would\nnot, individually or in the aggregate, have a Business Material Adverse\nEffect.  The consummation of the transactions contemplated by this Agreement\nshall not, by itself, cause any Contract to fail to continue in full force\nand effect without penalty or other adverse consequence.\n\n          (b)  Except as disclosed in Schedule 3.7(b), there are no material\ncontracts, commitments, agreements, arrangements or other transactions to\nwhich any Licensee is a party or by which any Licensee is bound which relate\nto the Business with any current or former officer, director, shareholder,\nemployee, consultant, agent, other representative or any other Affiliate of\nany Licensee.\n\n          (c) The Licensees do not own any real property or interests (other\nthan as lessees) in real property in respect of the Business.  Schedule\n3.7(c)(1) sets forth a list of all material leases for any real property or\ninterests in real property leased by any Licensee in respect of the Business. \nSchedule 3.7(c)(2) identifies the location of all retail stores operated by\nthe Licensees in the Business.\n\n     3.8  Litigation.\n\n          Except as set forth in any of Schedules 3.4, 3.8 and 3.11, there\nare no actions, suits, proceedings or investigations pending or, to the\nknowledge of SALD, threatened in law or in equity, or before any Governmental\n\n                                     -11-\nc;\n\n\nAuthority, against any Licensee.  None of the matters set forth in any of\nSchedules 3.4, 3.8 and 3.11 is reasonably likely to affect the legality,\nvalidity or enforceability of this Agreement or the consummation of the\ntransactions contemplated hereby in any material respect.\n\n     3.9  Insurance.\n\n          The Licensees maintain with insurers that SALD believes, reasonably\nand in good faith after due investigation, are financially sound and\nreputable insurance with respect to the Business and properties against loss\nor damage of the kinds that SALD believes, reasonably and in good faith after\ndue investigation, is customarily carried or maintained under similar\ncircumstances by entities of established reputation engaged in similar\nbusinesses in the jurisdictions where the respective Licensees conduct their\nbusiness.  To the best of SALD's knowledge and belief, such policies are\nlegal, valid, binding, enforceable in accordance with their terms and in full\nforce and effect; no Licensee is in breach or default thereunder; and no\nevent has occurred which, with notice or the lapse of time, would constitute\nsuch a breach or default or permit termination or modification under any such\npolicy other than to the extent any such policy is due to expire in\naccordance with its terms.  Some of the insurance carried by the Licensees is\neither provided (i) under group policies that cover SALD and its Subsidiaries\nor (ii) under policies whose terms and conditions (including, but not limited\nto, the premiums and deductibles) are a result of the Licensees' affiliation\nwith SALD and its Subsidiaries.  Accordingly, effective as of the Closing\nDate the insurance coverage described above in clause (i) will terminate and\nthe coverage described above in clause (ii) may change, terminate, or not be\nreplaceable and SALD will have no obligation to obtain insurance coverage\nthat continues after the Closing.\n\n     3.10 Intellectual Property Rights.\n\n          (a) Except with respect to Section 3.10(a)(i) and (ii), for the\nIntellectual Property rights granted by Purchaser or Purchaser's subsidiary,\nThe Polo\/Lauren Company, L.P., and with respect to Section 3.10(a)(iii), for\ncontracts which Purchaser or any of its Affiliates is a party to or has\ncountersigned its acceptance and approval, Schedule 3.10(a) contains (i) a\nlist of all the patents, copyright registrations, mask work registrations and\napplications therefor included in the Purchased Assets, (ii) a list of all of\nthe trademark and service mark registrations and applications therefor owned\nby the Licensees and (iii) a list of all Contracts involving licenses granted\nby the Sellers or any of their Subsidiaries to any third party with respect\nto any item of Intellectual Property included in the Purchased Assets or\nowned by a Licensee, all as of the date of this Agreement.\n\n          (b)  Schedule 3.10(b) contains a list of all Contracts that grant a\nlicense for the use of Intellectual Property (other than for the use of\n\n                                     -12-\nc;\n\n\nsoftware) granted to any Licensee in respect of the Business, all as of the\ndate of this Agreement.\n\n          (c)  Except for the licensed use of computer software, the\nIntellectual Property owned by the Licensees in respect of the Business or\nincluded in the Purchased Assets or the Contracts listed in Schedule 3.10(b)\ncomprise all of the Intellectual Property rights owned by or licensed to\nSALD, the Licensees or their Subsidiaries necessary for the conduct and\noperation of the Business in all material respects as of the date hereof.\n\n          (d)  All computer software and, as applicable, machinery and\nequipment material to the Business, to the best knowledge and belief of SALD,\nis either:  (i) Year 2000 Compliant or (ii) timely expected to be Year 2000\nCompliant, as commercially required.\n\n     3.11 Tax Matters.\n\n          Except as set forth in Schedule 3.11:\n\n          (a)  Each of the Licensees in respect of the Business and each of\nthe Transferred Subsidiaries has duly and timely filed (after giving effect\nto any valid extension of time in which to make such filings) or been\nincluded in all Tax Returns that it, or the relevant Entity Seller or\nAffiliate, as the case may be, is required to have filed and all such Tax\nReturns are true, correct and complete in all material respects.\n\n          (b)  All amounts required to be shown on such Tax Returns as due\nand Taxes otherwise due from the Licensees or Transferred Subsidiaries either\ndirectly, or as part of the consolidated tax return of another taxpayer, have\nbeen fully and timely paid.\n\n          (c)  No waivers of statute of limitations have been given or\nrequested with respect to the Tax Returns covering any Licensee or\nTransferred Subsidiary with respect to any Taxes payable by it.\n\n          (d)  There are no liens for Taxes upon any assets of any of the\nLicensees, the Transferred Subsidiaries or the Purchased Assets other than\nwith respect to Taxes not yet due and payable.\n\n          (e)  Each of the Licensees and Transferred Subsidiaries has, or has\ncaused to be, duly and timely reported and withheld from or on behalf of its\nrespective employees, all income, social security, unemployment insurance and\nother employment taxes or obligations of any kind whatsoever (including,\nwithout limitation, U.K. national insurance contributions and PAYE\nobligations) and has either paid over to the appropriate taxing authority, or\nset aside, all material amounts required to be collected or withheld.  No\nTransferred Subsidiary or Licensee has received any notice that it is or has\n\n                                     -13-\nc;\n\n\nbeen in violation (or with notice will be in violation) of any applicable law\nrelating to the payment or withholding of Taxes. \n\n          (f)  No deficiency for any Tax has been assessed with respect to\nany of the Licensees or the Transferred Subsidiaries which has not been paid\nin full.  No adjustment relating to any Tax Return described in Section\n3.11(a) hereof has been proposed formally by any taxing authority.  There are\nno requests for information currently outstanding that could affect the Taxes\nof any Licensee or Transferred Subsidiary.  There are no pending audits,\nactions or proceedings with respect to Taxes of any of the Licensees nor have\nany of the Licensees or the Transferred Subsidiaries, received any notice\nfrom any taxing authority that it intends to conduct such an audit, action or\nproceeding.  There are no proposed reassessments of any real property owned\nby any Licensee.  No power of attorney that is currently in force has been\ngranted with respect to any matter relating to Taxes that could affect any\nLicensee or Transferred Subsidiary.\n\n          (g)  No consent under Section 341(f) of the Code has been filed\nwith respect to any of the Transferred Subsidiaries.\n\n          (h)  No closing agreement pursuant to Section 7121 of the Code (or\nany predecessor provision) or any similar provision of any state, local or\nnon-U.S. law that could affect the Taxes of any of the Transferred\nSubsidiaries or Licensees for periods ending after the Closing Date has been\nentered into by or with respect to the Transferred Subsidiaries or Licensees.\n\n          (i)  No Transferred Subsidiary or Licensee has either agreed to or\nis required to make any adjustment with respect to taxable periods ending\nafter the Closing Date pursuant to Section 481(a) of the Code (or any\npredecessor provision) by reason of any change in any accounting method of\nsuch Transferred Subsidiary or Licensee, there is no application pending with\nany taxing authority requesting permission for any such change in any\naccounting method of such Transferred Subsidiary or Licensee and the Internal\nRevenue Service (\"IRS\") has not proposed any such adjustment or change in\naccounting method.\n\n          (j)  There is no contract, agreement, plan or arrangement covering\nany person that, individually or collectively, could give rise to the payment\nby any Transferred Subsidiary or Licensee of any amount that would not be\ndeductible by such Transferred Subsidiary or Licensee during any period\ncommencing on or after the Closing Date by reason of Section 280G of the Code\nor any similar or analogous provision of state, local or non-U.S. law.  \n\n          (k)  Each Licensee has timely filed or caused to be filed all Tax\nReturns required to be filed with respect to it and has paid or provided for\nall deficiencies or other assessments of Tax owed by it for all tax periods\nending on or prior to the Closing Date which if unpaid would result in a Lien\n\n                                     -14-\nc;\n\n\nupon or in respect of any of the Purchased Assets.  No state of facts exists\nor has existed with respect to any of the Sellers that would constitute\ngrounds for the assessment against the Designated Purchasers, whether by\nreason of transferee liability or otherwise, of any liability for any Tax,\nwhether or not measured in whole or in part by net income, attributable to\nany period ending on or before the Closing Date relating to the Sellers'\nincome, assets and operations, including the Purchased Assets, or arising out\nof the transactions contemplated pursuant to this Agreement.  \n\n          (l)  No Transferred Subsidiary or Licensee is a \"real estate\ncompany\" under Article 726 2 degrees of the French tax code.\n\n          (m)  Each Licensee or Transferred Subsidiary has maintained\nsufficient records to enable it to calculate any present or, to the extent\nreasonably possible, future Tax liability, including any entitlement to\nRelief.\n\n          (n)  The representations set forth in this Section 3.11(n) apply\nonly with respect to the Transferred Subsidiaries and Licensees located in\nthe United Kingdom (each a \"U.K. Company\").\n\n               (i)  To the extent that any U.K. Company has acquired any\n     asset other than from an unrelated third party, such acquisition was\n     effected through an arm's length transaction.\n\n               (ii) No U.K. Company has incurred or will incur any Tax\n     liability as a result of any other person's unsatisfied liability for\n     U.K. capital gains tax or corporation tax on chargeable gains.\n\n               (iii) Each U.K. Company has at all times since its formation\n     been a resident of the United Kingdom and has not at any time been a\n     resident of any non-U.K. jurisdiction.\n\n               (iv) Each U.K. Company: (x) is a registered and taxable person\n     for purposes of the VATA and (y) is entitled under the VATA to credit\n     for all of its input tax.\n\n               (v)  Each U.K. Company has all of the documentation necessary\n     to the establishment or enforcement of title to any asset which, in the\n     United Kingdom or in any other jurisdiction, attracts stamp duty, and as\n     of the Closing all such documentation will have been stamped with a\n     particular stamp denoting that no duty is chargeable or has been stamped\n     by the relevant Taxing Authority.  No documentation located outside the\n     United Kingdom would attract stamp duty if such document was brought\n     into the United Kingdom.\n\n\n\n                                     -15-\nc;\n\n\n          (o)  If Poloco Limited, Polo Factory Outlet (UK) Limited or Polo\nJeans Company (Europe) Ltd. is transferred to an Entity Seller that is a U.S.\nentity, then prior to the Closing Date, a \"check the box\" election pursuant\nto Treas. Reg. Section 301.7701-3 shall be made to classify Poloco Limited,\nPolo Factory Outlet (UK) Limited or Polo Jeans Company (Europe) Ltd., as\napplicable, as a single owner entity that is disregarded for U.S. federal\nincome tax purposes.\n\n     3.12 Employee Benefits.\n\n          (a)  Definitions.\n\n               (i)  \"Labor Code\" shall mean the French Labor Code.\n\n               (ii) \"Professional Employees' Collective Agreement\" shall mean\n               an agreement governed by Article L.132-11 et seq. of the Labor\n               Code.\n\n               (iii) \"Company Employees' Collective Agreement\" shall mean an\n               agreement governed by Article L.132-18 et seq. of the Labor\n               Code.\n\n               (iv) \"Employee Benefit Plan\" shall mean any oral or written\n               express or implied employee benefit or welfare plan or policy\n               including, without limitation, medical, disability, life\n               insurance, pension, retirement, profit-sharing, stock option,\n               savings, compensation policy, bonus plan, golden parachute,\n               severance or redundancy policy, vacation, sick leave, or other\n               perquisite under which any Transferred Subsidiary has current\n               or contingent liability with respect to any of its current or\n               former directors, officers, employees, agents or consultants\n               or which is otherwise maintained or contributed to for the\n               benefit of current or former directors, officers, employees,\n               agents or consultants in respect of services provided to any\n               company being sold or with respect to the Business for which\n               any Transferred Subsidiary would have any liability.\n\n          (b)  Schedule 3.12 contains a complete list of all Employee Benefit\nPlans.\n\n          (c)  Each Employee Benefit Plan set forth on Schedule 3.12 has been\nadministered in accordance with its terms and each Transferred Subsidiary and\nits respective Affiliates has met its obligations with respect to such\nEmployee Benefit Plan and has made all required contributions or payments\nthereto.  Each Transferred Subsidiary and all Employee Benefit Plans are in\ncompliance with (i) all applicable provisions of the Labor Code and other\napplicable law, the regulations, directives and orders thereunder (including\n\n                                     -16-\nc;\n\n\nany special provisions relating to qualified plans where such Employee\nBenefit Plan was intended to so qualify) and has been maintained in good\nstanding with any regulatory authorities, (ii) all Professional Employees'\nCollective Agreements applicable to any employees of any Transferred\nSubsidiary and (iii) all Company Employees' Collective Agreements applicable\nto any employees of any Transferred Subsidiary.\n\n          (d)  The Transferred Subsidiaries have furnished to Purchaser\ncopies of each written Employee Benefit Plan set forth on Schedule 3.12 and\ndisclosed the contents of any oral or implied Employee Benefits Plan set\nforth on Schedule 3.12 to the Purchaser.  There has been no amendment to,\nwritten interpretation of or announcement (whether or not written) by a\nTransferred Subsidiary or any of its Affiliates relating to, or changing\nemployee participation or coverage under, any Employee Benefit Plan that\nwould increase materially the expense of maintaining such Employee Benefit\nPlan above the level of expense incurred in respect thereof for the most\nrecent fiscal year ended prior to the date hereof.  According to the\nactuarial assumptions and valuations most recently used for the purpose of\nfunding each Employee Benefit Plan (or, if the same has no such assumptions\nand valuations or is unfunded, according to the actuarial assumptions and\nvaluations in use by the Pension Benefit Guaranty Corporation  (\"PBGC\") on\nthe date hereof), as of the date hereof the total amount or value of the\nfunds available under such Employee Benefit Plan to pay benefits accrued\nthereunder or segregated in respect of such accrued benefits, together with\nany reserve or accrual with respect thereto, exceeded the present value of\nall benefits (actual or contingent) accrued as of the date hereof for all\nparticipants and past participants therein in respect of which a Transferred\nSubsidiary or any of its Affiliates has or would have any obligation after\nthe Closing.  From and after the Closing Date, Purchaser and its Affiliates\nwill get the full benefit of any such funds, accruals or reserves.\n\n          (e)  No current or former director, officer, employee, agent or\nconsultant of any Licensee will become entitled to any bonus, retirement,\nseverance, job security or other benefit or enhanced benefit (including\nacceleration of vesting or exercise of an incentive award) from any\nTransferred Subsidiary as a result of the transactions contemplated hereby.\n\n          (f)  No Employee Benefit Plan set forth on Schedule 3.12 is subject\nto the Employee Retirement Income Security Act of 1974, as amended, or the\nInternal Revenue Code of 1986, as amended.\n\n     3.13 Labor Matters.\n\n          Except as set forth on Schedule 3.13, no Licensee is presently a\nparty to any collective bargaining agreement, subject to a legal duty to\nbargain with any labor organization on behalf of employees or the object of\nany attempt to organize employees for collective bargaining or similar\n\n                                     -17-\nc;\n\n\npurposes or presently operating under an expired collective bargaining\nagreement.  As of the date of this Agreement, no Licensee is or has been a\nparty to or subject to any pending strike, work stoppage, organizing attempt,\npicketing, boycott or similar activity.  The compliance by Poloco S.A. with\nFrench laws relating to employment is being audited by the French work\nauthorities.\n\n     3.14 Environmental Matters.\n\n          Except (a) as disclosed in Schedule 3.14 or (b) as would not,\nindividually or in the aggregate, be reasonably likely to have a Business\nMaterial Adverse Effect, to the best of SALD's knowledge and belief:  (i) the\nLicensees are in compliance in all material respects with all applicable\nEnvironmental Laws and (ii) the Licensees are in material compliance with and\npossess all applicable Environmental Permits required under such\nEnvironmental Laws to operate the Business as it is currently operated, and\nas of the date of this Agreement there are no proceedings pending or, to the\nknowledge of SALD, threatened to revoke, rescind or alter any such\nEnvironmental Permits.  Notwithstanding the generality of any other\nrepresentations and warranties in this Agreement, this Section 3.14 shall be\ndeemed to contain the only representations and warranties in this Agreement\nwith respect to matters relating to Environmental Laws.\n\n     3.15 Transferred Assets and the Business; Dissolved and Dormant\nSubsidiaries.\n\n          (a)  The transfer of the Transferred Subsidiary Stock and the\nPurchased Assets will constitute a conveyance of all the assets, properties\nand rights used by the Licensees to conduct the Business in all material\nrespects as currently conducted.  The Licensees are the only direct and\nindirect subsidiaries of the Entity Sellers which conduct the Business.\n\n          (b)  As of the Closing Date, each of LD Retail Management Greece\nS.A., a corporation organized under the laws of Greece, LDRM Ireland Ltd., a\ncorporation organized under the laws of Ireland, and Netherlands PRL Retail\nManagement B.V., a corporation organized under the laws of the Netherlands,\nwill have been dissolved, except to the extent that certain ministerial\nactions required to complete the dissolution of LD Retail Management Greece\nS.A. have not been obtained due to a delay caused by factors that are\nreasonably beyond the control of the Sellers and the Transferred\nSubsidiaries; and the Licensees will have no outstanding liabilities or\nobligations of any nature or kind whatsoever as a result of such dissolution.\n\n          (c)  Silvestro Inc. is a corporation organized under the laws of\nthe Virgin Islands, the exclusive management of which has been under the\ncontrol of an affiliate of Purchaser, and accordingly Seller makes no\n\n\n                                     -18-\nc;\n\n\nrepresentations or warranties regarding the status of Silvestro Inc. or the\nexistence of any outstanding liabilities or obligations.\n\n     3.16 Undisclosed Liabilities.\n\n          To the best of SALD's knowledge and belief, the Licensees do not\nhave any liabilities or obligations of any nature or kind whatsoever (whether\nabsolute, accrued, contingent or otherwise), other than (i) liabilities that\nare reserved against or reflected in the balance sheet included in the\nFinancial Statements (or described in the notes thereto) in a manner\nconsistent with prior practices, (ii) liabilities incurred in the ordinary\ncourse of business since the Balance Sheet Date or (iii) other liabilities\nthat would not, in the aggregate, be material.\n\n     3.17 Receivables.\n\n          All accounts and notes receivable reflected on the 1998 Financial\nStatements, and all accounts and notes receivable arising subsequent to the\n1998 Financial Statements, (i) have arisen in the ordinary course of business\nof the Licensees and (ii) subject only to a reserve for bad debts computed in\na manner consistent with past practice and reasonably estimated to reflect\nthe probable results of collection, have been collected, are collectible or\nwill be collectible, assuming performance by Purchaser in accordance with\nSection 5.14(c), in the ordinary course of business of the Licensees in the\naggregate recorded amounts thereof in accordance with their terms.\n\n     3.18 Inventories.\n\n          As of the Closing Date, the inventory of the Licensees is in good\nand merchantable condition, and suitable and usable or salable in the\nordinary course of business for the purposes for which intended.  Neither the\nLicensees nor any of the Sellers knows of any adverse condition affecting the\nsupply of materials available to any of the Licensees.\n\n     3.19 Finders; Brokers.\n\n          None of the Sellers or any of the Licensees has employed any finder\nor broker in connection with the Purchase who would have a valid claim for a\nfee or commission from Purchaser or any of the Licensees in connection with\nthe sale and purchase provided for in this Agreement.\n\n\n\n\n\n\n\n\n                                     -19-\nc;\n\n\n                                  ARTICLE IV\n\n                         REPRESENTATIONS OF PURCHASER\n\n     Purchaser represents and warrants to SALD as follows:  \n\n     4.1  Corporate Existence.\n\n          Purchaser and each of the Designated Purchasers is duly organized\nand validly existing and, where applicable, in good standing, under the laws\nof the jurisdiction of its organization and has the requisite power and\nauthority to execute and deliver this Agreement (in the case of Purchaser)\nand the other Transaction Documents to which it is a party and to perform its\nobligations hereunder and thereunder.  \n\n     4.2  Corporate Authority.\n\n          This Agreement and the Transfer Documents to which Purchaser and\/or\nany Designated Purchaser is a party and the consummation of the transactions\ncontemplated hereby and thereby involving such persons have been or, in the\ncase of the other Transaction Documents, prior to the Closing, will be duly\nauthorized by the Purchaser and such Designated Purchaser, by all requisite\ncorporate, shareholder, partnership or other action prior to the Closing, and\nPurchaser and each Designated Purchaser has or at or prior to the Closing\nwill have full and complete right, power and authority to execute, deliver\nand\/or file the Transaction Documents to which it is a party and to perform\nits obligations hereunder or thereunder.  This Agreement has been duly\nexecuted and delivered by Purchaser, and the other Transaction Documents will\nbe duly executed, delivered and\/or filed by Purchaser and any Designated\nPurchaser party thereto, and (assuming due authorization by the applicable\nSeller) this Agreement constitutes, and the other Transaction Documents when\nso executed, delivered and\/or filed will constitute, a valid and legally\nbinding obligation of Purchaser and\/or any Designated Purchaser party\nthereto, enforceable against it or them, as the case may be, in accordance\nwith its terms except as enforceability may be affected by bankruptcy,\ninsolvency, fraudulent conveyance, reorganization, moratorium and other\nsimilar laws relating to or affecting creditors' rights generally, general\nequitable principles (whether considered in a proceeding in equity or at\nlaw).  The execution, delivery and\/or filing of this Agreement and the other\nTransaction Documents by Purchaser and\/or any Designated Purchaser party\nthereto and the consummation by Purchaser and\/or any Designated Purchaser of\nthe transactions contemplated hereby and thereby will not (i) violate or\nconflict with any provision of the respective certificate of incorporation or\nby-laws or similar organizational documents of Purchaser and\/or any\nDesignated Purchaser, (ii) result in any breach or constitute any material\ndefault (with or without notice or lapse of time, or both) under, or give\nrise to a right of termination, cancellation or acceleration of any\n\n                                     -20-\nc;\n\n\nobligation or to the loss of a material benefit under, or result in the\ncreation of any Lien under any contract, indenture, mortgage, lease, note or\nother agreement or instrument to which Purchaser and\/or any Designated\nPurchaser is subject or is a party, or (iii) violate, conflict with or result\nin any breach under any provision of any judgment, order, decree, statute,\nlaw, ordinance, rule or regulation of any Governmental Authority applicable\nto Purchaser and\/or any Designated Purchaser or any of their respective\nproperties or assets, except, in the case of clauses (ii) and (iii), to the\nextent that any such default, violation, conflict, breach or loss would not,\nindividually or in the aggregate, have a material adverse effect on the\nability of Purchaser and\/or any Designated Purchaser to consummate the\ntransactions contemplated hereby and thereby (a \"Purchaser Material Adverse\nEffect\").\n\n     4.3  Governmental Approvals and Consents.\n\n          Neither Purchaser nor any Designated Purchaser is subject to any\norder, judgment or decree which would prevent the consummation of the sale\nand purchase provided for in this Agreement.  No claim, legal action, suit,\narbitration, governmental investigation, action or other legal or\nadministrative proceeding is pending or, to the knowledge of Purchaser,\nthreatened against Purchaser or any Designated Purchaser which would enjoin\nor delay the consummation of the Purchase.  Except as set forth on Schedule\n4.3 and except for any consents required under any applicable Antitrust\nRegulations, no consent, approval, order or authorization of, license or\npermit from, notice to or registration, declaration or filing with, any\nGovernmental Authority, is required on the part of Purchaser or any\nDesignated Purchaser in connection with the execution, delivery and\/or filing\nof this Agreement or any of the other Transaction Documents or the\nconsummation of the transactions contemplated hereby and thereby except for\nsuch consents, approvals, orders or authorizations of, licenses or permits,\nfilings or notices which have been obtained and remain in full force and\neffect and those with respect to which the failure to have obtained or to\nremain in full force and effect would not, individually or in the aggregate,\nhave a Purchaser Material Adverse Effect.  Notwithstanding any provision in\nthis Agreement to the contrary, the inclusion of Schedule 4.3 shall not be\ndeemed to constitute (i) any acknowledgment by Purchaser that it is the sole\nobligation of Purchaser to obtain or undertake all or any of the government\napprovals, consents, orders, authorizations, filings or notices which may be\nrequired in connection with the transactions contemplated by this Agreement\n(including, without limitation, those identified on Schedule 4.3) and (ii) a\nwaiver by Purchaser of SALD's obligation under Section 3.4 also to obtain or\nundertake to obtain or make all or any of the government approvals, consents,\norders, authorizations, filings or notices which may be required in\nconnection with the transactions contemplated by this Agreement and under\nSections 5.3 and 10.3 to cooperate with Purchaser in procuring all of the\nGovernmental Authority Consents.\n\n                                     -21-\nc;\n\n\n     4.4  Finders; Brokers.\n\n          None of Purchaser or any of its Subsidiaries has employed any\nfinder or broker in connection with the sale and purchase who would have a\nvalid claim for a fee or commission from any of the Sellers in connection\nwith the sale and purchase provided for in this Agreement.\n\n                                   ARTICLE V\n\n                       AGREEMENTS OF PURCHASER AND SALD\n\n     5.1  Operation of the Business.\n\n          Between the date hereof and the Closing Date, SALD will cause the\nLicensees to, and the Licensees shall, carry on the Business in a manner\nconsistent with past practices (which shall include, as being so consistent,\nthe making of payments or dividends to SALD or any of its Affiliates, or a\nperson designated by SALD or any of its Affiliates, to satisfy outstanding\nobligations to the extent permitted by law), with respect to all operational\nmatters and in a manner to maximize on a prudent basis the profitability of\nthe Business on a combined basis, but without taking action that would\nnormally be expected to jeopardize the Business' ability to retain such\nprofitability (with normal and expected growth) in subsequent years and\nwithout limitation, shall not, and shall cause each of the Licensees not to,\ntake any of the following actions in this Section 5.1 without the prior\nwritten consent of Purchaser:\n\n          (a)  the consolidation, combination or merger with or into any\nother Person (other than a consolidation, combination or merger of any of the\nSellers or any Licensee with another Licensee);\n\n          (b)  the sale, assignment, transfer or lease of any material assets\nof the Business or any of the Licensees other than in the ordinary course of\nbusiness;\n\n          (c)  the issuance or sale by any of the Licensees of any of its\nequity securities (or securities exercisable for, exchangeable for or\nconvertible into such securities), except as contemplated under this\nAgreement;\n\n          (d)  the involvement by any of the Licensees in any line of\nbusiness other than the lines of business currently comprising the Business;\n\n          (e)  the winding up, dissolution, administration, receivership,\ncomposition with creditors generally or liquidation, or any analogous or\nsimilar process or proceeding in any jurisdiction in which any of the\n\n\n                                     -22-\nc;\n\n\nLicensees operates of any of the Licensees except as contemplated under\nSection 3.15;\n\n          (f)  the voluntary bankruptcy or winding up of any of the\nLicensees;\n\n          (g)  any transaction, agreement, understanding or arrangement\nentered into by any of the Licensees, other than those entered into in the\nordinary course of business and consistent with past practices, which could\nhave the result of imposing any liability or obligation on Purchaser or any\nof its affiliates or any person, successor, or assignee of Purchaser at that\ntime, except as contemplated by this Agreement;\n\n          (h)  any requirement that Purchaser contribute any capital to the\nBusiness or to any of the Licensees; and\n\n          (i)  any transfer by any of the Licensees of any interest under any\nof its licenses pursuant to which it conducts the Business or portion\nthereof.\n\n     5.2  Investigation of Business.\n\n          In order to facilitate its assuming operation of the Business on\nthe Closing Date and to confirm that the conditions set forth in Section\n6.3(a), (b) and (d) are or will be satisfied, but for no other purpose, prior\nto the Closing Date, Purchaser may make or cause to be made such\ninvestigation of the business, properties and assets of the Business and of\nits financial and legal condition as Purchaser deems necessary or advisable. \nSALD will, or will cause the Licensees to, permit Purchaser and its\nauthorized agents or representatives, including its independent accountants\nand legal counsel, to have reasonable access to the properties, books and\nrecords of the Licensees at reasonable hours to review information and\ndocumentation relative to the properties, books, contracts, commitments and\nother records of the Licensees and reasonable access to the officers,\ndirectors, employees, agents and accounts of the Licensees.\n\n     5.3  Best Efforts; No Inconsistent Action.\n\n          SALD and Purchaser will act in good faith and to use their best\nefforts to take, or cause to be taken, all actions and to do, or cause to be\ndone, all things necessary, proper or advisable to consummate and make\neffective the transactions contemplated by this Agreement and to cause the\nconditions to each Party's obligation to close the transactions contemplated\nhereby as set forth in Article VI to be satisfied, including applying for\npromptly and doing all things necessary to obtain by the Closing Date all\nlicenses, certificates, permits, approvals, clearances, authorizations,\nqualifications and orders (each a \"Consent\") of any Governmental Authority\n\n                                     -23-\nc;\n\n\nrequired for the satisfaction of Section 6.1(b) to the extent set forth\ntherein, and in connection therewith (i) to minimize any negative tax and\nother costs to the other Party but without material cost to itself and only\nto the extent practicable, (ii) to obtain all other Consents listed on\nSchedules 3.2, 3.4 and 4.3, (it being understood that the failure to obtain\nany such Consents shall not, in and of itself, cause the condition set forth\nin Section 6.3(b) to be deemed not to be satisfied) and (iii) to effect the\norderly transition of employees and to modify, amend or cause the assumption\nby another person of employee benefit arrangements which, as a result of the\nsale and purchase provided for in this Agreement, need to be modified,\namended or assumed pursuant to applicable law. \n\n     5.4  Intercompany Transactions.\n\n          (a)  Effective on or prior to the Closing Date, to the extent\npracticable, SALD will, and will cause its Subsidiaries to, use their\nreasonable best efforts to cause all intercompany payables owed by any\nTransferred Subsidiary (except for the Asset Sellers) to SALD or any\nSubsidiaries of SALD which are not Transferred Subsidiaries to be paid; and\nif and to the extent that any of those payables remains unpaid after the\nClosing Date, Purchaser will cause it to be paid no later than 30 days\nthereafter.  As stated above in Section 2.1, Purchaser shall have no\nobligations pursuant to this Section 5.4 to repay the Promissory Note.\n\n          (b)  Notwithstanding the provisions of paragraph (a) of this\nSection 5.4, (i) Purchaser will pay or cause to be paid all amounts due under\nTax allocation and sharing agreements as shown as a Current Liability on the\nClosing Date Financial Statements within 90 days after the Closing Date and\n(ii) Purchaser will promptly and directly pay or cause to be paid to the\nrelevant taxing authority or SALD, as applicable, Taxes assessed against SALD\nor any Transferred Subsidiary (or its successor) with respect to that\nTransferred Subsidiary's operations during the Pre-Closing Period; provided,\nhowever, that Purchaser will be required to make or cause to be made a\npayment pursuant to this subsection (ii) only to the extent that SALD shall\nhave previously or simultaneously delivered to Purchaser in cash the full\namount of the corresponding indemnification payment, if any, owing under\nArticle VIII.\n\n          (c)  Effective on or prior to the Closing Date SALD will cause the\ntermination of (i) the contract between SALD and Poloco S.A. for general\nadministrative and office services including, but not limited to, accounting\nand tax support; (ii) the contract between Louis Dreyfus &amp; Co. Limited and\nPoloco Limited for general administrative and office services including, but\nnot limited to, accounting support; (iii) the contract between Louis Dreyfus\n&amp; Co. Limited and Polo Jeans Company (Europe) Limited for general\nadministrative and office services including, but not limited to, accounting\nsupport; (iv) the contract between Louis Dreyfus &amp; Co. Limited and Polo\n\n                                     -24-\nc;\n\n\nFactory Outlet (U.K.) Limited for general administrative and office services\nincluding, but not limited to, accounting support; (v) the contract between\nLouis Dreyfus Energy Limited and Poloco Limited for tax services; (vi) the\ncontract between Louis Dreyfus Energy Limited and Polo Jeans Company (Europe)\nLimited for tax services; (vii) the contract between Louis Dreyfus Energy\nLimited and Polo Factory Outlet (UK) Limited for tax services; (viii) the\ncontract between Louis Dreyfus Trading Limited and Poloco Limited for payroll\nservices and personnel management; (ix) the contract between Louis Dreyfus\nTrading Limited and Polo Jeans Company (Europe) Limited for payroll services\nand personnel management; and (x) the contract between Louis Dreyfus Trading\nLimited and Polo Factory Outlet (UK) Limited for payroll services and\npersonnel management.\n\n     5.5  Non-Solicitation of Employees; Confidentiality.  \n\n          (a)  Except as shown on Schedule 5.5(a), for a period of two years\nafter the Closing Date, SALD shall not, and shall cause each of its\nSubsidiaries not to, solicit or recruit any employees of the Business;\nprovided, however, that SALD shall have no obligation to Purchaser to assure\nthe continued employment by Purchaser or any of its Subsidiaries of any of\nthe employees of the Business and except that SALD and any of its\nSubsidiaries may employ any of those employees so long as neither SALD nor\nany of its Subsidiaries has so solicited or recruited their employment.  \n\n          (b)  For a period of two years after the Closing Date, Purchaser\nshall not, and shall cause each of its Subsidiaries not to, solicit or\nrecruit, directly or indirectly, any employee of SALD or any of SALD's\nSubsidiaries who is employed on the Closing Date by SALD or any of SALD's\nSubsidiaries that is not a Transferred Subsidiary or Licensee and those\npersons who are engaged in providing services to the Business prior to the\nClosing or after the Closing under a Transition Services agreement referred\nto in Section 5.9; except that Purchaser and its Subsidiaries may employ (i)\nany of those employees so long as neither Purchaser nor any of its\nSubsidiaries has so solicited or recruited any employee and (ii) any of those\nemployees whose principal activity and\/or responsibility for SALD prior to\nthe Closing Date is the Business.\n\n          (c)  Except as may be required to comply with any law or legal\nprocess, SALD shall not, and shall cause each of its Subsidiaries not to,\ndisclose or furnish to anyone any confidential information relating to the\nBusiness.\n\n\n\n\n\n\n\n                                     -25-\nc;\n\n\n     5.6  Tax Matters.\n\n          (a)  Preparation of Tax Returns; Payment of Taxes.  SALD or\nPurchaser shall, or Purchaser shall cause the Transferred Subsidiaries to, as\napplicable, prepare and file or cause to be filed when due all U.S. federal,\nstate, local and non-U.S. income and franchise Tax Returns required to be\nfiled by or with respect to the Transferred Subsidiaries for all taxable\nyears or periods ending on or prior to the Closing Date in a manner\nconsistent with prior tax years unless different treatment is required by\napplicable law.  SALD shall allow Purchaser the opportunity to review and\ncomment upon any Tax Returns to be filed by the Transferred Subsidiaries (and\nany relevant portion of the Tax Returns of SALD and any of SALD's\nSubsidiaries relevant to the Transferred Subsidiaries).  Without limitation\nto the obligations of SALD or the Entity Sellers under Section 8.4, SALD\nshall pay when due any and all Taxes shown to be due on such Tax Returns. \nPurchaser shall file or cause to be filed when due all Tax Returns that are\nrequired to be filed by or with respect to the Transferred Subsidiaries for\ntaxable years or periods ending after the Closing Date and shall remit when\ndue any Taxes due in respect of such Tax Returns.\n\n          (b)  Contests.  (i)  Purchaser shall notify SALD in writing\npromptly (and in any event within no more than 10 Business Days) upon receipt\nby Purchaser, any of its Affiliates or the Transferred Subsidiaries of notice\nof any pending or threatened Federal, state, local or non-U.S. income or\nfranchise tax audits or assessments or notification of any claim for taxation\nwhich may materially affect the Tax liabilities of the Transferred\nSubsidiaries for which SALD or the Entity Sellers would be required to\nindemnify a Purchaser Indemnified Party pursuant to Section 8.4; provided,\nhowever, that a failure to give such notice shall not affect such Purchaser\nIndemnified Party's rights to indemnification thereunder, except to the\nextent, if any, that, but for such failure, SALD or the Entity Sellers could\nhave avoided or reduced the Tax liability in question.  SALD shall have the\nright to control, and in that connection, shall be empowered by Purchaser\nwith the necessary authority for, the conduct of any audit, or the\nprosecution or defense of any such audit or claim or administrative or\njudicial proceeding relating to any Pre-Closing Period (other than an Interim\nPeriod (as defined in Section 8.4(a)), the treatment of which is discussed in\nSection 5.6(b)(ii)), and to employ counsel of its own choosing and at its\nexpense.  Notwithstanding the foregoing, SALD may not settle, either\nadministratively or after the commencement of litigation, any claim for Taxes\nwhich would adversely affect the liability for Taxes of Purchaser or the\nTransferred Subsidiaries for any period after the Closing Date (including,\nbut not limited to, the imposition of income tax deficiencies, the reduction\nof asset basis or cost adjustments, the lengthening of any amortization or\ndepreciation periods, the denial of any amortization or depreciation\ndeductions, the reduction of loss or credit carryforwards or the denial or\nreduction of any credit or similar item) without the prior written consent of\n\n                                     -26-\nc;\n\n\nPurchaser, which consent shall not be unreasonably withheld or delayed.  As\nof the date of this Agreement, Purchaser and its representatives shall be\nentitled, at the expense of Purchaser, to participate in any such audit, or\nthe prosecution or defense of any such audit or claim or administrative or\njudicial proceeding (including, but not limited to the audits of Poloco, S.A.\ncurrently being conducted by the French taxing authorities (the \"French Tax\nAudit\")).  If SALD does not assume the responsibility for the conduct or\ndefense of any such audit or claim or proceeding promptly (and in any event\nwithin no more than 10 Business Days), Purchaser (or its representatives)\nmay, at SALD's reasonable expense and without any effect on the rights of any\nPurchaser Indemnified Party to indemnification under Section 8.4, defend the\nsame in such manner as it may deem appropriate, including, but not limited\nto, settling such audit or proceeding.  \n\n               (ii)   SALD shall be entitled, at the sole expense of SALD, to\nparticipate in the prosecution or the defense of any claim for Taxes for an\nInterim Period which may be subject to indemnification pursuant to Section\n8.4, provided, however, that, notwithstanding the foregoing, SALD shall not\nbe entitled to settle or otherwise compromise, either administratively or\nafter the commencement of litigation, any such Tax claim without the prior\nwritten consent of Purchaser (which consent shall not be unreasonably\nwithheld or delayed) if the settlement or compromise would result in any\nadditional liability for Taxes of Purchaser or the Transferred Subsidiaries\nfor such Interim Period or any period after the Closing Date (including, but\nnot limited to, the imposition of income tax deficiencies, the reduction of\nasset basis or cost adjustments, the lengthening of any amortization or\ndepreciation periods, the denial of any amortization or depreciation\ndeductions, the reduction of loss or credit carryforwards or the denial or\nreduction of any credit or similar item) which would not be fully indemnified\nby SALD and the Entity Sellers under Section 8.4.  Purchaser and the\nTransferred Subsidiaries shall not agree to settle any Tax claim for the\nportion of the year or period ending on the Closing Date which may be subject\nto indemnification by SALD or the Entity Sellers under Section 8.4 without\nthe prior written consent of SALD, which consent shall not be unreasonably\nwithheld or delayed.  Except as otherwise provided in Section 5.6(a) and this\nSection 5.6(b), Purchaser shall control at its own expense any and all audit,\nadministrative and judicial proceedings related to the Taxes of the\nTransferred Subsidiaries.  \n\n          (c)  Time of Payment.  Except as otherwise provided in Section\n5.6(a), payment of any amounts due under this Section 5.6 in respect of Taxes\nshall be made by SALD or the Entity Sellers not later than the later of (i)\n10 Business Days before the due date, and (ii) 5 Business Days after\nPurchaser has notified SALD or the Entity Sellers (whichever is applicable),\nof the applicable estimated or final Tax Return required under Section 5.6 to\nbe filed by Purchaser on which is required to be reported Taxes for an\nInterim Period for which SALD or any of the Entity Sellers is responsible\n\n                                     -27-\nc;\n\n\nunder Section 8.4, or, with respect to other indemnity payments due from SALD\nor the Entity Sellers under Section 8.4, shall be paid not later than the\nlater of (i) 10 Business Days following a settlement or compromise of an\nassessment or collection of a Tax by a taxing authority or a \"determination\"\nas defined in Section 1313(a) of the Code or any similar or analogous\nprovision of state, local or non-U.S. law and (ii) 5 Business Days after\nPurchaser has notified SALD or the Entity Sellers (whichever is applicable)\nof the amount due, if liability under this Section 5.6 is in respect of other\ncosts or expenses other than Taxes, payment by SALD or the Entity Sellers of\nany such amounts shall be made within 10 Business Days after the date that\nSALD has been notified by Purchaser in writing that SALD has a liability for\na determination amount under this Section 5.6 and SALD is provided with\ncalculations or other material supporting SALD's liability for such amounts. \nThis provision shall apply pari passu to payments required to be made by\nPurchaser to SALD.\n\n          (d)  Cooperation and Exchange of Information.  SALD and Purchaser\nshall, and Purchaser shall cause the Transferred Subsidiaries to, provide\neach other with such cooperation and information as any of them reasonably\nmay request of another in filing any Tax Return, amended Tax Return or claim\nfor refund, determining a liability for Taxes or a right to a refund of Taxes\nor participating in or conducting any audit or other proceeding in respect of\nTaxes.  Such cooperation and information shall include the preparation of tax\npackages or pro forma separate company Tax Returns as may be applicable for\nSALD in substantially the same form in which such information customarily was\nprovided to SALD in previous Tax periods and providing copies of relevant Tax\nReturns or portions thereof, together with accompanying schedules and related\nwork papers and documents relating to rulings or other determinations by Tax\nauthorities.  Such information shall be provided at the time specified by\nSALD so as to enable SALD to comply.  Each such party shall make its\nemployees available on a mutually convenient basis to provide explanations of\nany documents or information provided hereunder.  Subject to the preceding\nsentence, each party required to prepare Tax Returns pursuant to this\nAgreement shall bear all costs of preparing and filing such Tax Returns. \nEach such party will retain all Tax Returns, schedules and work papers and\nall material records or other documents relating to Tax matters of the\nTransferred Subsidiaries for their Tax period first ending after the Closing\nDate and for all prior Tax periods until the later of (i) the expiration of\nthe statute of limitations of the Tax periods to which such Tax Returns and\nother documents relate, without regard to extensions except to the extent\nnotified by another party in writing of such extensions for the respective\nTax periods, or (ii) eight years following the due date (without extension)\nfor such Tax Returns.  Any information obtained under this Section 5.6(d)\nshall be kept confidential, except as may be otherwise necessary in\nconnection with the filing of Tax Returns or claims for refund or in\nconducting an audit or other proceeding.\n\n\n                                     -28-\nc;\n\n\n          (e)  Taxes for the Interim Period.  For purposes of computing the\nTaxes for the Interim Period for which SALD and the Entity Sellers are liable\nunder Sections 5.6 and 8.4, Taxes shall be computed for the period beginning\non the first day of the then current fiscal year and ending as if the tax\nyear ended on the Closing Date.  Nothing herein shall be interpreted to\nrequire the parties to elect with any relevant taxing authority to treat the\nClosing Date as the last day of the tax year.\n\n          (f)  Tax Sharing Agreements.  Any written or unwritten Tax\nallocation or sharing agreement to which any of the Transferred Subsidiaries\nis a party (including without limitation, any agreement or arrangement\nrequiring any of the Transferred Subsidiaries to pay another Person for the\nuse of such Person's losses, credits or other tax benefits) shall be\nterminated and of no further force and effect as of the Closing Date except\nthat any obligation arising under any written or unwritten Tax allocation or\nsharing agreement for a Pre-Closing Period shall survive to the extent (i)\nthe liability for such obligation is reflected on the Closing Date Financial\nStatements as a current liability or (ii) such obligation is described in\nSection 5.4(b)(ii).\n\n     5.7  Reserved.\n\n     5.8  Working Capital Facility.\n\n          (a)  Purchaser will assume the obligations, succeed to the rights\nand use commercially reasonable efforts to cause SALD and any of SALD's\nSubsidiaries party thereto to be released as guarantor of any indebtedness to\nthird party lenders for the Jeans Business (each, a \"Facility\"), so long as,\nas of the Closing Date:  (i) SALD is in compliance with all financial\ncovenants, including any working capital requirements, under the agreements\ndocumenting any Facility and (ii) no event has occurred which, with notice,\nor lapse of time, or both, would constitute a default or event of default\nunder such agreements, and the agreements documenting any Facility remain\nenforceable against the lender or lenders thereunder following Purchaser's\nassumption and succession and the release of SALD and any of SALD's\nSubsidiaries as guarantor thereunder (other than the Transferred\nSubsidiaries).  If Purchaser is not able to assume, succeed to or cause SALD\nor any of SALD's Subsidiaries to be released pursuant to this Section 5.8,\nPurchaser will cause such working capital facilities to be repaid or retired\nas soon as practicable after the Closing, but in no event later than 45 days\nafter the Closing.\n\n          (b) Unless it will result in a default under any Facility, SALD\nwill, or will cause its Subsidiaries (other than the Transferred\nSubsidiaries) to, (i) terminate, effective as of the Closing Date, their\nrespective guarantees of amounts that are borrowed under any Facility on or\n\n\n                                     -29-\nc;\n\n\nafter the Closing Date and (ii) notify the respective third party lenders\nprior to the Closing Date of such termination.\n\n          (c)  Notwithstanding the provisions of paragraph (a) of this\nSection 5.8, if and to the extent that Purchaser or any Licensee fails to\ntimely pay any amount due under any Facility after the Closing Date that is\nshown as a liability on the Closing Date Financial Statements and SALD or any\nof its Subsidiaries is obligated under its guarantee to pay such amount to\nthe third party lender under that Facility or deems that it will be\ndetrimental to its relationship with the third party lender or the financial\ncommunity not to pay such amount.  Purchaser will not be deemed to be in\nbreach of this Agreement, but Purchaser shall be obligated to reimburse SALD\non demand for all amounts that SALD or any of its Subsidiaries is obligated\nto pay to the third party lender under such guarantee including, without\nlimitation, attorneys' fees and expenses and other costs, and such\nreimbursement obligation shall not be subject to the Indemnification Base.\n\n          (d)  For purposes of this Section 5.8, the words \"guarantee\" and\n\"guarantor\" shall refer to any oral or written guarantee, comfort letter, or\nother document, commitment or understanding reflecting assurance of repayment\nbased on an affiliation with SALD or any of its Subsidiaries.\n\n     5.9  Transition Services Agreement.\n\n          (a)  Solely in order to facilitate the transition of the operation\nof the Business to Purchaser after the Closing, SALD shall act in good faith\nand use commercially reasonable best efforts to cause those of the Sellers\nthat at the date of this Agreement (or to the extent provided within the year\nprior to the date of this Agreement and necessary to the conduct of the\nBusiness) are providing clerical and ministerial services to any of the\nentities that will constitute the Business after the Closing to negotiate the\nterms of and enter into agreements with Purchaser on or prior to the Closing\nDate to continue to provide certain of those services (the \"Transition\nServices\") to those entities after the Closing Date.  Those terms shall\nprovide, among other things, that, inasmuch as those Sellers have provided\nservices to the Business before the Closing using personnel and equipment\nthat those Sellers have used in their activities other than those related to\nthe Business, none of those Sellers shall be required to (a) provide services\nthat are different from or greater than or to a different recipient of those\nservices than those such Seller provided before the Closing, and (b) employ\nadditional personnel to provide the services or replace employees who have\nparticipated in providing any of the services, but leave their employment\n(other than by virtue of having been terminated) by that Seller\n(notwithstanding that the amount or nature of the services or the efficiency\nin providing the services are reduced), except to the extent that employees\nare hired to replace such terminated employee.\n\n\n                                     -30-\nc;\n\n\n          (b)  The Transition Services will consist only of clerical and\nministerial services and shall not require the performance of any managerial\nor decision-making function, and will not require the Sellers to provide\nadvice of any kind.  The Sellers will provide the Transition Services in a\nmanner and with a degree of care that is substantially the same as the manner\nand degree of care that the Sellers use in conducting their activities other\nthan the Business.  In performing the Transition Services, the Sellers may\nrely on and shall have no obligation to inquire into the accuracy or\ncompleteness of any information that is provided to them by any Person that\nis conducting any of the Business after the Closing.  In no event shall the\nSellers be liable for any damage or loss suffered by Purchaser as a result of\nthe performance or failure to perform by the Sellers any of the Transition\nServices, unless the damage or loss results from the gross negligence or\nwillful misconduct of the Sellers.  Purchaser will use its best efforts to\nprovide its own staffing and facilities in order to permit the Sellers to\nterminate providing the Transition Services within as short a period after\nthe Closing as is practicable, in any event, not later than 180 days after\nthe Closing unless otherwise agreed to by the Parties.\n\n     5.10 Transfer Taxes.\n\n          All sales, transfer and similar Taxes, duties or levies assessed or\npayable in connection with the Purchase shall be paid by the party on whom\nsuch Taxes are imposed by applicable law.\n\n     5.11 Working Capital Surplus.\n\n          (a)  Purchaser acknowledges that, to the extent reasonably possible\nand in accordance with applicable law, SALD will cause each of the\nTransferred Subsidiaries to declare, on or before the Closing Date, dividends\nwhich are payable directly or indirectly to SALD or its Affiliates other than\nthe Transferred Subsidiaries in an aggregate amount up to the amount legally\npermitted.  If and to the extent that there is any Working Capital Surplus\ncomputed based on the Closing Date Financial Statements and taking into\naccount the declaration of those dividends, all as calculated in a manner\nconsistent with the illustration under Caption 7 on Schedule 2.1(d),\nPurchaser shall pay or cause to be paid to SALD an amount equal to the lesser\nof the Working Capital Surplus and US$10 million (such amount, the \"Working\nCapital Surplus Payment\"), in either case together with interest for the\nperiod from the Closing Date to the date of payment at LIBOR for six month\ndeposits in U.S. dollars as quoted on Telerate Page 3750 on the Closing Date\nplus 25 basis points, in accordance with the procedures set forth in Section\n2.4(b).  For purposes of calculating the Purchase Price and the working\ncapital ratio based on information reflected in the Closing Date Financial\nStatements, Current Liabilities shall mean the sum of (i) 100% of the\nDividends Liability and (ii) 110% of all Current Liabilities other than the\nDividends Liability, as shown under Caption 7 on Schedule 2.1(d).\n\n                                     -31-\nc;\n\n\n          (b)  Except as may be required to comply with applicable law,\nPurchaser will take no action, and will not permit any of its Subsidiaries to\ntake any action, after the Closing Date that will result in a full or partial\nrevocation or cancellation of any dividend referred to in Section 5.11(a). \nHowever, if Purchaser or, as applicable, its Subsidiaries is or are required\nby law to take such action, then Purchaser will pay to SALD the amount of the\ndividend that was revoked or canceled upon demand except to the extent that\nthe amount exceeds the Working Capital Surplus Payment provided for in\nSection 5.11(a).  If the revoked or canceled dividend had been paid before\nbeing revoked or canceled, then SALD will pay the amount of that dividend to\nthe entity that paid the dividend and the amount of that payment shall be\nadded to the assets of the Business for the purpose of preparing the Closing\nDate Financial Statements.  If the revoked or canceled dividend had been\ndeclared but was not paid before being revoked or canceled, then the\nliability contained in the Closing Date Financial Statements for that\ndividend shall be eliminated.\n\n          (c)  Purchaser and SALD will allocate any Working Capital Surplus\nPayment in accordance with Schedule 2.5.\n\n          (d)  Notwithstanding any provision in Section 2.3 to the contrary,\nthe Post-Closing Statement described above in Section 2.3 shall include also\nPurchaser's calculation of the Working Capital Surplus Payment, and all of\nthe terms and conditions of Section 2.3 shall be deemed to govern the\ndetermination of the Working Capital Surplus Payment.\n\n     5.12 Certain Corporate Matters.\n\n          (a)  Prior to the Closing Date, SALD shall use its reasonable best\nefforts, and Purchaser shall cooperate as necessary, to transform each of\nPoloco and LDRM in full compliance with all applicable French laws and\nregulations into a societe par actions simplifiee including, without\nlimitation, registration and filing of instruments, certificates and other\ndocuments with the appropriate local and national authorities, with respect\nto each of Poloco and LDRM, and the adoption and filing of organizational\ndocuments, as provided by Purchaser to SALD and subject to the approval of\nSALD, however, the completion of such conversions shall not constitute a\ncondition to closing and the failure to complete both conversions shall not\nconstitute a breach of the Agreement.\n\n          (b)  SALD shall cause to be delivered to Purchaser on or prior to\nthe Closing Date the resignations effective on the Closing Date of all\ndirectors of each Transferred Subsidiary, and otherwise cooperate to cause\nPurchaser's nominees to become the only directors of the Transferred\nSubsidiaries; and in that connection, Purchaser will deliver to SALD the\nnames of its nominees no later than 10 Business Days prior to the Closing.\n\n\n                                     -32-\nc;\n\n\n          (c)  SALD and Purchaser will cooperate to change the name of any\nTransferred Subsidiary containing \"Louis Dreyfus\" or \"LD\" on or prior to the\nClosing Date and if and to the extent not accomplished before the Closing\nDate, then as soon as practicable after the Closing Date to a name that does\nnot contain \"Louis Dreyfus\" or \"LD\" and that is agreed upon by Purchaser. \n\n     5.13 Future Investments in the Jeans Business or Vertical Retail\nProgram.\n\n          Between the date hereof and the Closing Date, neither SALD nor any\nof its Subsidiaries shall make any investments in the Jeans Business or the\nVertical Retail Program without the prior written consent of Purchaser;\nprovided, however, that SALD and its Subsidiaries shall be permitted to make\nloans to the Jeans Business or the Vertical Retail Program at a floating\nsimple interest rate equal to LIBOR for six month deposits in U.S. dollars as\nquoted on Telerate Page 3750 plus 25 basis points.\n\n     5.14 Further Obligations of Purchaser and SALD.\n\n          (a)  Amounts received by any of the Transferred Subsidiaries (or\ntheir successors) after the Closing that result from the consummation of the\ntransactions contemplated by this Agreement such as, but not limited to,\npayments in the nature of return of insurance premiums, rent and other\nprepaid items, but only to the extent such amounts represent a refund or\nrebate of amounts previously expended directly by SALD or any of the Sellers\nand are not reflected as prepaid items on the balance sheet included in the\nClosing Date Financial Statements, and shall be paid to SALD by Purchaser\npromptly (and in any event within no more than 10 Business Days) upon\nreceipt.\n\n          (b)  SALD shall have no obligation, other than as contemplated\nherein, to expend money or to cause any of the Transferred Subsidiaries to\nexpend money upon the request of Purchaser.  Notwithstanding the foregoing,\nany additional costs which are not obligations of the Transferred\nSubsidiaries pursuant to this Agreement or in connection with the\ntransactions contemplated hereby and which are incurred by any Transferred\nSubsidiaries prior to the Closing upon the request of Purchaser that those\ncosts be incurred in anticipation of the change in control contemplated by\nthis Agreement shall be reimbursed to SALD by Purchaser upon demand to the\nextent agreed by Purchaser in writing; and such costs shall be excluded in\nthe computation of the Purchase Price.\n\n          (c)  Payments received after the Closing by any of the Transferred\nSubsidiaries (or their successors) on account of receivables of any obligor\nthat arose prior to the Closing shall be applied to payment of the\nreceivables of such obligor to which they relate or, if not so specified, in\nthe direct order in which they arose unless a particular receivable has been\n\n                                     -33-\nc;\n\n\nand remains disputed by the relevant obligor, in which case such payment\nshall be applied to the next most recent undisputed receivable and, upon\nnotice by the relevant Transferred Subsidiary to SALD, SALD may elect to be\nsubrogated with respect to such disputed receivable.\n\n          (d)  On or prior to the Closing, SALD shall cause Louis Dreyfus\nInvestment Co. Limited to release any rights it may have to continue after\nthe Closing as the holder of a leasehold interest on 1 New Bond Street,\nLondon.\n\n          (e)  On or prior to the Closing, SALD shall cause Poloco Limited\nand Polo Factory Outlets (UK) Limited or their respective successors to\nrelease any rights they may have to continue after the Closing as the\nholders, respectively, of leasehold interests on Queensberry House, 3 Old\nBurlington Street, London.\n\n                                  ARTICLE VI\n\n                             CONDITIONS TO CLOSING\n\n     6.1  Conditions Precedent to Obligations of Purchaser and SALD.\n\n          The respective obligations of Purchaser and SALD to consummate and\ncause the consummation of the transactions contemplated by this Agreement\nshall be subject to the satisfaction (or waiver by the Party for whose\nbenefit such condition exists) at or prior to the Closing Date of each of the\nfollowing conditions:\n\n          (a)  No Injunction, etc.  At the Closing Date, there shall be (i)\n     no injunction, restraining order or decree of any nature of any\n     Governmental Authority of competent jurisdiction that is in effect that\n     restrains or prohibits the consummation of any of the transactions\n     contemplated hereby and (ii) no claim, action, suit or arbitration\n     commenced by any Governmental Authority against the Sellers, the\n     Licensees, Purchaser or any Designated Purchaser which seeks to restrain\n     or materially and adversely alter the transactions contemplated hereby\n     which in the reasonable good faith determination of the Sellers or\n     Purchaser would render it impracticable or unlawful to consummate the\n     transactions contemplated by this Agreement.\n\n          (b)  Regulatory Authorizations.  All consents or statutorily\n     required indications of no objection of any Governmental Authorities\n     shall have been obtained, and all waiting periods applicable under the\n     HSR Act and other applicable antitrust, merger control or competition\n     laws or regulations shall have expired or been terminated.\n\n\n\n                                     -34-\nc;\n\n\n          (c)  Inasmuch as the state of facts represented in the\n     representations and warranties provided by SALD and Purchaser may change\n     during the period from the date of this Agreement to the Closing Date,\n     the Party that has made the representation or warranty that is so\n     changed shall notify the other Party in writing of such change promptly\n     (and in any event within no more than 10 Business Days), and such\n     representation and warranty as amended (the \"Amendment\") shall be deemed\n     to supersede, for all purposes, the representation and warranty so\n     amended as of the date as of which the Amendment is intended to speak so\n     long as the Amendment, together with all such Amendments made after the\n     date hereof, will not adversely affect the ability of the parties to\n     perform each of their material obligations under this Agreement or\n     constitute, either individually or in the aggregate, a Business Material\n     Adverse Effect.\n\n     6.2  Conditions Precedent to Obligation of SALD.\n\n          The obligation of SALD to consummate and cause the consummation of\nthe transactions contemplated by this Agreement shall be subject to the\nsatisfaction (or waiver by SALD) at or prior to the Closing Date of each of\nthe following conditions:\n\n          (a)  Accuracy of Purchaser's Representations and Warranties.  The\n     representations and warranties of Purchaser contained in this Agreement\n     shall be true and correct on the date of this Agreement and on the\n     Closing Date as though made on the Closing Date, except (i) to the\n     extent such representations and warranties by their terms speak as of an\n     earlier date, in which case they shall be true and correct as of such\n     date or (ii) for such failures of representations and warranties to be\n     true and correct (without regard to any materiality qualifications\n     contained therein) which, individually or in the aggregate, would not be\n     reasonably likely to result in a Purchaser Material Adverse Effect, and\n     SALD shall have received a certificate signed by an officer of Purchaser\n     to such effect.\n\n          (b)  Covenants of Purchaser. Purchaser shall have complied in all\n     material respects with all covenants contained in this Agreement to be\n     performed by it prior to the Closing.\n\n          (c)  Legal Opinion.  Purchaser shall have delivered to SALD a legal\n     opinion of Purchaser's legal counsel dated as of the Closing Date\n     substantially in the form of Exhibit E.\n\n\n\n\n\n\n                                     -35-\nc;\n\n\n     6.3  Conditions Precedent to Obligation of Purchaser.\n\n          The obligation of Purchaser to consummate and cause the\nconsummation of the transactions contemplated by this Agreement shall be\nsubject to the satisfaction (or waiver by Purchaser) at or prior to the\nClosing Date of each of the following conditions:\n\n          (a)  Accuracy of Representations and Warranties of SALD.  The\n     representations and warranties of SALD contained in this Agreement shall\n     be true and correct on the date of this Agreement and on the Closing\n     Date as though made on the Closing Date, except (i) to the extent such\n     representations and warranties by their terms speak as of an earlier\n     date, in which case they shall be true and correct as of such date, (ii)\n     to the extent any of the representations and warranties may relate to or\n     be affected by the French Tax Audit or the results thereof, in which\n     case they shall be deemed to have been made solely as of the date of\n     this Agreement, or (iii) for such failures of representations and\n     warranties to be true and correct (without regard to any materiality\n     qualifications contained therein) which, individually or in the\n     aggregate, would not be reasonably likely to result in a Business\n     Material Adverse Effect, and Purchaser shall have received a certificate\n     signed by an officer of SALD to such effect.  For purposes of this\n     Section 6.3(a) and (d), the receipt of a \"notification de redressement\"\n     from the French taxing authorities in connection with the French Tax\n     Audit shall not (A) result in SALD's being deemed to have made a\n     misrepresentation or breached a warranty by it or (B) be deemed to cause\n     or to contribute to causing a Business Material Adverse Effect.\n\n          (b)  Covenants of SALD.  SALD shall have complied in all material\n     respects with all covenants contained in this Agreement to be performed\n     by it prior to the Closing.\n\n          (c)  Legal Opinion.  SALD shall have delivered a legal opinion of\n     SALD's legal counsel dated as of the Closing Date substantially in the\n     form of Exhibit F.\n\n          (d)  Absence of Business Material Adverse Effect.  Since the date\n     of this Agreement, no Business Material Adverse Effect shall have\n     occurred.\n\n          (e)  Financing Condition. Purchaser shall have obtained financing\n     in an amount sufficient to pay the Purchase Price on the Closing Date\n     or, if it has been unable to obtain that financing, that inability (i)\n     has not resulted from Purchaser's failure (X) to have used its\n     commercially reasonable best efforts to enter into such agreements as\n     will permit Purchaser to obtain that financing, (Y) to perform its\n     obligations under any such agreements or (Z) to have sufficient\n\n                                     -36-\nc;\n\n\n     creditworthiness to support borrowing of that financing and (ii) has\n     occurred solely as a result of significant disruptions in the financial\n     or capital markets (but not merely changes in interest rates) which make\n     the obtaining of financing for transactions similar to those\n     contemplated by this Agreement commercially unreasonable.\n\n     6.4  Exception to the Conditions Precedent to Obligation of Purchaser.\n\n          Notwithstanding Section 6.3(a) and (d), the conditions precedent to\nthe obligations of Purchaser to consummate the Closing contained in Section\n6.3(a) and (d) shall be deemed satisfied if SALD delivers to Purchaser a\ncertificate dated the Closing Date and signed by an authorized officer of\nSALD setting forth any failure of any condition contained in Section 6.3(a)\nand undertaking to indemnify Purchaser with respect to any and all Purchaser\nLosses arising from such failure, and if reasonably requested by Purchaser to\nsecure the payment of that indemnity, sets aside in an escrow account on\ncustomary terms an amount reasonably sufficient, as agreed between Purchaser\nand SALD, to pay those Purchaser Losses; provided, however, that the\nexception set forth in this Section 6.4 shall apply (a) only in the case\nwhere the aggregate amount of any such Losses that would reasonably be\nexpected to arise as a result of the failure of any such representations and\nwarranties to be true and correct does not exceed an amount equal to 25% of\nthe Purchase Price and (b) where the breach is of such a nature that it may\nbe compensated in its entirety by payment of money;  provided further,\nhowever, that any indemnification provided pursuant to this Section 6.4 shall\nbe subject to the provisions of Sections 8.3 and 8.5 and for purposes of\ncalculating the Purchase Price and the Working Capital Surplus and Working\nCapital Shortfall based on information reflected in the Closing Date\nFinancial Statements, the liability for which an escrow payment has been made\nby SALD in accordance with the terms of this Section 6.4 shall be ignored in\ncomputing the Current Liabilities.\n\n                                  ARTICLE VII\n\n                                    CLOSING\n\n     7.1  Closing Date.\n\n          (a)  Unless this Agreement shall have been terminated pursuant to\nArticle IX, the closing of the transactions contemplated by this Agreement\n(the \"Closing\") shall take place at the offices of Simpson Thacher &amp; Bartlett\nin New York at 8:00 a.m., New York City time, and in such other places as are\nnecessary to effect the transactions to be consummated at the Closing, on\nJanuary 3, 2000 or on such date thereafter on which all of the conditions to\nthe Closing set forth in Article VI are satisfied or waived or such other\ndate, time and place as shall be agreed upon by SALD and Purchaser (the\n\n\n                                     -37-\nc;\n\n\nactual date on which the Closing occurs under this Section 7.1 being herein\ncalled the \"Closing Date\"); \n\n          (b)  Notwithstanding the provisions of Section 7.1(a), if either\nSALD or Purchaser determines in good faith that it will be adversely affected\nby closing on January 3, 2000 or on such date thereafter on which all of the\nconditions to the Closing set forth in Article VI are satisfied or waived,\nthen the Party so affected may, by notice to the other Party, designate a\ndate, which shall be as early as practicable, but no later than March 31,\n2000 (except in accordance with Section 7.1(c)), on which the Closing shall\noccur, and if each of SALD and Purchaser sends such notice, then the Closing\nshall occur on the latest date provided in such notices.\n\n          (c)  If the only condition to Purchaser's obligation to consummate\nthe transactions contemplated by this Agreement that is not satisfied is\nSection 6.3(e), then the Closing Date shall be the earliest practicable date\nfollowing the date on which that condition is satisfied, as agreed to by SALD\nand Purchaser, and not later than June 30, 2000.\n\n          (d)  If the Closing has not occurred before July 1, 2000 as a\nresult of the condition under Section 6.3(e) not having been satisfied, then\nPurchaser shall be deemed to have defaulted in the performance of its\nobligations under this Agreement.\n\n          (e)  If the Closing occurs after March 31, 2000 as provided in\nSection 7.1(c), then for purposes of determining whether the conditions\nprecedent to Purchaser's obligation to consummate the Closing have been\nsatisfied, the conditions set forth in Sections 6.3(a), 6.3(b) and 6.3(d)\nshall be required to have been satisfied only as of March 31, 2000 except to\nthe extent such conditions shall no longer be satisfied as a result of the\nbad faith, willful misconduct or intentional breach by SALD and the Closing\nshall occur so long as Purchaser is able to pay the amount of the Purchase\nPrice to be paid at Closing and SALD and the Sellers are able to transfer the\nTransferred Subsidiary Stock and the Purchased Assets to Purchaser free and\nclear of all Liens, it being understood that for the period from March 31,\n2000 until the Closing Date, SALD and Purchaser will cooperate to cause each\nof the obligations that are conditions to Closing to be satisfied and SALD\nand Purchaser will cooperate after the Closing to cause each of the\nobligations that are conditions to Closing that was not satisfied before the\nClosing to be satisfied by performance, waiver or indemnity and take such\nother actions as may be necessary to accord, as nearly as reasonably\npossible, to each of SALD and Purchaser the benefits and protections to which\neach of them would have been entitled if the Closing had occurred on March\n31, 2000.\n\n          (f)  If the Closing occurs later than January 3, 2000, then,\nnotwithstanding anything in this Agreement to the contrary, SALD shall not be\n\n                                     -38-\nc;\n\n\nrequired to declare dividends as provided in the first sentence of Section\n5.11(a) for any period after December 31, 1999 but Purchaser shall remain\nobligated to pay the Working Capital Surplus Payment as provided in Section\n5.11(a).\n\n     7.2  Purchaser Obligations.\n\n          At the Closing, Purchaser shall execute, deliver to SALD and\/or\nfile, or shall cause one or more of the Designated Purchasers to execute,\ndeliver to SALD and\/or file the following in such form and substance (except\nfor clause (a)) as may be indicated in any applicable Schedule hereto, or as\nare reasonably acceptable to SALD: \n\n          (a)  the certificate signed by an Officer of Purchaser described in\n     Section 6.2(a);\n\n          (b)  the payment on account of the Purchase Price to be made at the\n     Closing as provided in Section 2.2;\n\n          (c)  the documents evidencing that all of the conditions precedent\n     described in Sections 6.1 and 6.2 to the extent that they affect SALD's\n     obligation to close the transactions contemplated by this Agreement,\n     have been satisfied;\n\n          (d)  those of the Transfer Documents required to be executed by\n     Purchaser or Designated Purchaser; and\n\n          (e)  such other documents and instruments as counsel for Purchaser\n     and SALD mutually agree to be reasonably necessary to consummate the\n     transactions described herein.\n\n     7.3  SALD Obligations.\n\n          At or prior to the Closing, SALD shall execute and deliver to\nPurchaser, or SALD shall cause one or more of the Sellers and any Other\nShareholders to execute and deliver to Purchaser, the following in such form\nand substance as may be indicated in any applicable Schedule hereto, or as\nare reasonably acceptable to Purchaser:\n\n          (a)  the certificate signed by an officer of SALD, pursuant to\n     Section 6.3(a);\n\n          (b)  the documents evidencing that all of the conditions precedent\n     described in Sections 6.1 and 6.3, to the extent that they affect\n     Purchaser's obligation to close the transaction contemplated by this\n     Agreement, have been satisfied;\n\n\n                                     -39-\nc;\n\n\n          (c)  all of the Transfer Documents; \n\n          (d)  the resignations, duly executed and dated as of the Closing\nDate, of each member of the respective governing board or boards of each\nTransferred Subsidiary; and\n\n          (e)  such other documents and instruments as counsel for Purchaser\n     and SALD mutually agree to be reasonably necessary to consummate the\n     transactions described herein.\n\n     7.4  Termination of Certain Obligations on Closing.\n\n          During the period commencing with the execution of this Agreement\nby both parties and ending upon completion of the Closing, neither party\nshall be obligated to perform its obligations under the Master Agreement. \nUpon the completion of the Closing, the Master Agreement shall terminate.\n\n                                 ARTICLE VIII\n\n                                INDEMNIFICATION\n\n     8.1  Indemnification.\n\n          (a)  Following the Closing and subject to the terms and conditions\nof this Article VIII, SALD shall indemnify, defend and hold harmless\nPurchaser and its Affiliates and their respective officers, directors,\nemployees, assigns and successors (each, a \"Purchaser Indemnified Party\")\nfrom and against, and shall reimburse each Purchaser Indemnified Party for,\nall losses, damages, liabilities, costs and expenses, including interest,\npenalties, court costs, Taxes and reasonable attorneys' fees and expenses\n(but not punitive damages except to the extent awarded by a court of\ncompetent jurisdiction in respect of a third party claim), imposed upon or\nincurred by such Purchaser Indemnified Party (\"Purchaser Losses\"), as a\nresult of (i) any misrepresentation or breach of a warranty by SALD, under\nthis Agreement or any certificate delivered at Closing, (ii) any breach by\nSALD of any covenant or agreement made by SALD herein or (iii) any Retained\nLiabilities (each a \"Purchaser Indemnified Claim\"), it being understood that\nsuch Purchaser Losses shall be reduced by (A) any recovery by Purchaser or\nits Affiliates from any third party, including insurance proceeds, (B) any\nprovisions, reserves or any other liabilities shown on the Closing Date\nFinancial Statements established specifically for the Purchaser Indemnified\nClaim and (C) any tax savings or recovery that is actually realized by\nPurchaser or its Affiliates before January 1, 2005 as a result of any\nPurchaser Indemnified Claim or the payment to Purchaser of any indemnity\npayment hereunder.\n\n\n\n                                     -40-\nc;\n\n\n          (b)  Following the Closing and subject to the terms and conditions\nprovided in this Article VIII, Purchaser shall indemnify, defend and hold\nharmless, SALD and its Affiliates and their respective officers, directors,\nemployees, assigns and successors (each, a \"SALD Indemnified Party\") from and\nagainst, and shall reimburse each SALD Indemnified Party for, all losses,\ndamages, liabilities, costs and expenses (but not punitive damages, except to\nthe extent awarded by a court of competent jurisdiction in respect of a third\nparty claim), including interest, penalties, court costs and reasonable\nattorneys' fees and expenses, imposed upon or incurred by such SALD\nIndemnified Party (\"SALD Losses\"), resulting from (i) any misrepresentation\nor breach of a warranty by Purchaser under this Agreement or any certificate\ndelivered at Closing or (ii) any breach of any covenant or agreement made by\nPurchaser herein (each a \"SALD Indemnified Claim\"), it being understood that\nsuch SALD Losses shall be reduced by (A) any recovery by SALD or its\nAffiliates from any third party, including insurance proceeds, and (B) any\ntax savings or recovery that is actually realized by SALD or its Affiliates\nbefore January 1, 2005 as a result of any SALD Indemnified Claim or the\npayment to SALD of any indemnity payment hereunder.\n\n          (c)  Purchaser shall cause any of the Transferred Subsidiaries (or\ntheir successors) which are entitled to payment in respect of any of the\nPurchaser Indemnified Claims to indemnification under insurance policies to\nuse commercially reasonable efforts to obtain such payment.\n\n          (d)  Purchaser shall deliver to SALD within 120 days after the end\nof each calendar year commencing with the first calendar year in which SALD\nis required to indemnify Purchaser for a Purchaser Indemnified Claim and\nending with the calendar year commencing January 1, 2004, (i) a certificate\nsigned by the chief financial officer of Purchaser certifying to and setting\nforth (A) any actual tax savings or recoveries described above in Section\n8.1(a)  and below in Section 8.4(a) that are actually received or realized by\nPurchaser or any of its Affiliates and any third party payments described\nabove in Section 8.1(a) (collectively, \"Purchaser Recoveries\") or (B) the\nabsence thereof.  If, and to the extent that, such Purchaser Recoveries were\nnot previously paid or taken into account pursuant to this Section 8.1,\nPurchaser shall pay the amount of such Purchaser Recoveries to SALD together\nwith the delivery of the officer's certificate.\n\n          (e)  SALD shall deliver to Purchaser within 120 days after the end\ncalendar year commencing with the first calendar year in which Purchaser is\nrequired to indemnify SALD for a SALD Indemnified Claim and ending with the\ncalendar year commencing January 1, 2004, (i) a certificate signed by the\nchief financial officer of SALD certifying to and setting forth (A) any\nactual tax savings or recoveries described above in Section 8.1(b)  and below\nin Section 8.4(b) that are actually received or realized by SALD or any of\nits Affiliates and any third party payments described above in Section 8.1(b)\n(collectively, \"SALD Recoveries\") or (B) the absence thereof.  If, and to the\n\n                                     -41-\nc;\n\n\nextent that, such SALD's Recoveries were not previously paid or taken into\naccount pursuant to this Section 8.1, SALD shall pay the amount of such\nSALD's Recoveries to Purchaser, together with the delivery of the officer's\ncertificate.\n\n          (f)  After the payment of any indemnities pursuant to Sections\n8.1(a), 8.1(b), or 8.4(a), if any Indemnified Party obtains reimbursement for\nall or any part of such amount paid to them by an Indemnified Party, such\nIndemnified Party shall promptly (and in any event within no more than 10\nBusiness Days following its receipt of such reimbursement) pay to the\nIndemnifying Party the amount of such reimbursement. \n\n     8.2  Certain Limitations.\n\n          (a)  SALD shall not be obligated to make any indemnification\npayment under Section 8.1(a)(i) unless and until the aggregate amount of\nPurchaser Losses (calculated as specified in Section 8.1(a)(i)) exceed the\nIndemnification Base, in which case any indemnification with respect to\nPurchaser Losses shall be made by SALD only to the extent of such excess over\nthe Indemnification Base, with the exception of breaches of Sections 3.3 and\n3.11, with respect to which all Purchaser Losses shall be indemnified. \nPurchaser shall not be obligated to make any indemnification payment under\nSection 8.1(b)(i) unless and until the aggregate amount of SALD Losses\n(calculated as specified in Section 8.1(b)(i)) exceed the Indemnification\nBase, in which case any indemnification with respect to SALD Losses shall be\nmade by Purchaser only to the extent of such excess over the Indemnification\nBase.\n\n          (b)  (i) The representations and warranties of SALD contained in\nSection 3.3(a) shall survive the Closing indefinitely, (ii) the\nrepresentations and warranties of SALD contained in Section 3.11, Section\n3.12, Section 3.13 or Section 3.14 shall survive the Closing until 60 days\nafter the expiration of the applicable statute of limitations in respect of\nthe tax, employment and environmental matters referred to in those sections;\nprovided, however, that the representations and warranties of SALD contained\nin Section 3.11 as applied to the U.K. Companies shall survive the Closing\nuntil the later of the time specified in subsection (ii) above or the seventh\nanniversary of the Closing Date and (iii) all other representations and\nwarranties of the parties contained in this Agreement shall survive the\nClosing until the second anniversary of the Closing Date.\n\n          (c)  Claims for Purchaser Losses or SALD Losses caused by or\narising out of any misrepresentation, or breach of warranty, covenant or\nundertaking may be made only pursuant to Article VIII and, as applicable,\nonly by written notice given within the survival period of the applicable\nrepresentation or warranty provided for in Section 8.2(b).\n\n\n                                     -42-\nc;\n\n\n          (d)  The obligations to indemnify and hold harmless a party hereto\npursuant to this Article VIII shall terminate when the applicable\nrepresentation, warranty, covenant or agreement terminates pursuant to\nSection 8.2(b); provided, however, that such obligations to indemnify and\nhold harmless shall not terminate with respect to any item as to which the\nperson to be indemnified shall have, before the expiration of the applicable\nperiod, made a claim by delivering a notice (stating in reasonable detail the\nbasis of such claim) to the indemnifying person.  The liability of an\nIndemnifying Party in respect of any item that, but for the delivery of a\nnotice to the Indemnifying Party, would no longer survive, shall terminate no\nlater than the date on which a settlement or disposition of the claim made is\nentered into or prosecution of the claim is abandoned. \n\n          (e)  A Party shall not be held liable for indemnification if the\nPurchaser Losses or SALD Losses, as the case may be, for which\nindemnification is sought may be primarily attributed to any voluntary action\nor omission on the part of the other Party or its Affiliates after the\nClosing Date.\n\n          (f)  Any indemnification due by SALD shall be reduced in the amount\nwhich would have been covered by insurance if Purchaser or any of the\nTransferred Subsidiaries (or their successors) had not modified the coverage\nunder the Transferred Subsidiaries' (or their successors') insurance policies\nafter the Closing Date from those in existence on the Closing Date provided\nthat SALD certifies with clear and convincing evidence that the Transferred\nSubsidiary would have been entitled to recovery under those insurance\npolicies.\n\n          (g)  Upon learning of any breach of a representation or warranty by\na Party, the other Party shall, and, if applicable, Purchaser shall cause the\nTransferred Subsidiaries (or their successors) to, take all commercially\nreasonable actions to mitigate damages.\n\n          (h)  If an indemnity is paid by a Party pursuant to this Article\nVIII, the Indemnified Party shall use commercially reasonable efforts to\nensure the preservation of all rights which it may have against third parties\nin connection with the corresponding Purchaser Losses or SALD Losses, as the\ncase may be, for which the indemnification was paid, and, if commercially\nreasonable, shall subrogate the Indemnifying Party to such rights at the\nIndemnifying Party's request.\n\n          (i)  If an Indemnifying Party pays any amount to an Indemnified\nParty, and a fact emerges subsequently which would have resulted in a\nreduction of that payment, the Indemnified Party shall repay promptly (and in\nany event within no more than 10 Business Days following notice thereof) the\namount of that reduction to the Indemnifying Party, provided that, in the\ncase of facts of which the Indemnifying Party becomes aware, the Indemnifying\n\n                                     -43-\nc;\n\n\nParty provides clear and convincing evidence that it would have been entitled\nto such reduction.\n\n          (j)  Purchaser Losses shall not include claims made by third\nparties, including, but not limited to, employees of any of the Transferred\nSubsidiaries or their successors that they were injured or otherwise\nadversely affected solely as a result of the consummation of the transactions\ncontemplated by this Agreement (it being understood that the foregoing shall\nnot apply to claims arising from the breach of any representation or warranty\ncontained herein).\n\n          (k)  If a Tax-related loss or liability arises giving rise to an\nobligation on SALD to indemnify under both Sections 8.1(a) and 8.4(a), then,\nnotwithstanding any provision in this Agreement to the contrary, SALD's sole\nobligation to indemnify for such loss or liability shall be applied in a\nmanner not to cause duplicative recovery for the same Tax-related loss or\nliability under both Sections 8.1(a) and 8.4(a).\n\n     8.3  Procedures for Third-Party Claims.\n\n          Upon the receipt by any Indemnified Party of a notice of any claim,\naction, suit or proceeding against or involving it by any third party that\nmay be subject to indemnification under Article VIII, including for purposes\nof this Section 8.3 any tax claim (pursuant to Section 8.4 below) such\nIndemnified Party shall give written notice of such claim to the Indemnifying\nParty hereunder (the \"Indemnifying Party\") within 10 Business Days following\nreceipt thereof stating the nature and basis of the claim and the amount\nthereof, to the extent known, along with copies of all such  relevant\ndocuments evidencing the claim and the basis for indemnification sought. \nFailure of the Indemnified Party to give such notice shall not relieve the\nIndemnifying Party from liability on account of the indemnification, except\nif and to the extent that the Indemnifying Party is actually prejudiced\nthereby (including, without limitation, prejudice resulting from its loss of\nor delay in obtaining the right to assume the defense of the indemnified\nclaim).  The Indemnifying Party shall have the right to assume the defense of\nthe Indemnified Party against the third party claim if the Indemnifying Party\nacknowledges in writing its obligation to indemnify the Indemnified Party. \nSo long as the Indemnifying Party has assumed the defense of the third party\nclaim in accordance herewith and notified the Indemnified Party in writing\nthereof, (i) the Indemnified Party may retain separate co-counsel at its sole\ncost and expense and participate in the defense of the third party claim,\nexcept that the Indemnifying Party shall pay (x) all reasonable costs and\nexpenses of counsel for the Indemnified Party for all periods prior to such\ntime as the Indemnifying Party has notified the Indemnified Party that it has\nassumed the defense of such third party claim, except to the extent that the\nIndemnified Party fails to timely notify the Indemnifying Party of the claim,\nand (y) all reasonable costs and expenses of separate counsel for the\n\n                                     -44-\nc;\n\n\nIndemnified Party if there exists or is reasonably likely to exist a conflict\nof interest that would make it inappropriate in the reasonable judgment of\ncounsel for the Indemnified Party for the same counsel to represent both the\nIndemnified Party and the Indemnifying Party, (ii) the Indemnified Party\nshall not file any papers or consent to the entry of any judgment or enter\ninto any settlement with respect to the third party claim without prior\nwritten consent of the Indemnifying Party (not to be unreasonably withheld or\ndelayed) and (iii) the Indemnifying Party will not consent to the entry of\nany judgment or enter into any settlement with respect to the third party\nclaim without the prior written consent of the Indemnified Party (not to be\nunreasonably withheld or delayed).  The parties shall use commercially\nreasonable efforts to minimize Losses from claims by third parties and shall\nact in good faith in responding to, defending against, settling or otherwise\ndealing with such claims.  The parties shall also cooperate in any such\ndefense and give each other reasonable access to all information relevant\nthereto.  Whether or not the Indemnifying Party has assumed the defense, such\nparty shall not be obligated to indemnify the Indemnified Party for any\nsettlement entered into without the Indemnifying Party's prior written\nconsent, which consent shall not be unreasonably withheld or delayed.\n\n     8.4  Tax Indemnification.\n\n          (a)  Except as otherwise provided herein, SALD and the Entity\nSellers (but for the Entity Sellers,  only with respect to the Taxes\nattributable to the Transferred Subsidiaries of which such Entity Sellers\nwere the Sellers) shall be jointly and severally liable to the Purchaser\nIndemnified Parties and shall, unless otherwise directed by Purchaser, pay to\nPurchaser an amount equal to any liability of the Licensee or Transferred\nSubsidiaries for the following Taxes (including, without limitation, any\nobligation to contribute to the payment of a Tax determined on a\nconsolidated, combined, unitary, aggregate or other similar basis with\nrespect to a group of corporations that includes or included the Licensees or\nTransferred Subsidiaries, but excluding any unpaid Taxes treated as a current\nliability for purposes of computing the Working Capital Surplus or Shortfall,\nas the case may be) for any taxable year or period that ends on or before the\nClosing Date and, with respect to any taxable year or period beginning before\nand ending after the Closing Date, the portion of such taxable year ending on\nand including the Closing Date (an \"Interim Period\") (Interim Periods and any\ntaxable year or period ending on or before the Closing Date shall be referred\nto collectively as \"Pre-Closing Periods\"): (i) Taxes imposed on the Licensees\nor Transferred Subsidiaries or for which the Licensees or Transferred\nSubsidiaries may otherwise be liable pursuant to federal, state, local or\nnon-U.S. law; (ii) Taxes (including any Taxes which may relate to a Post-\nClosing Period, as defined in Section 8.4 (b), below) attributable to any\nother person for which the Licensees or Transferred Subsidiaries are liable\nunder Treas. Reg. Section 1.1502-6 (or any similar provision of state, local\nor non-U.S. law); (iii) Taxes triggered by Section 178 to 180 of the TCGA (or\n\n                                     -45-\nc;\n\n\nany similar provision of federal, state, local or non-U.K. law) arising out\nof any Transferred Subsidiary or Licensee ceasing to be a member of an\naffiliated group; and (iv) Taxes required to be paid or reimbursed by SALD or\nany Entity Seller under Section 5.6(a) (to the extent such Taxes have not\nbeen paid by SALD or such Entity Seller).  SALD and the Entity Sellers shall\nnot be required to make indemnity payments under this Section 8.4 resulting\nsolely from any action taken by Purchaser or Purchaser Indemnified Parties\n(other than an action taken pursuant to Section 5.6(b)) that results in\nadditional Tax attributable to any Pre-Closing Period.  In addition, the\namount of any liability for Taxes required to be indemnified by SALD and the\nEntity Sellers under this Section 8.4 shall be reduced by the amount of any\nactual reduction in Taxes that Purchaser or any of its Affiliates actually\nrealizes in a Post-Closing Period solely as a result of the payment or\naccrual of the Tax with respect of which SALD and the Entity Sellers are\nrequired to make the indemnity payment, which reduction in Taxes, if any,\nshall be determined after taking into account the tax effect of the indemnity\npayment.\n\n          (b)  Purchaser shall be liable for and shall indemnify SALD for the\nTaxes of the Transferred Subsidiaries for any taxable year or period that\nbegins after the Closing Date and, with respect to any taxable year or period\nbeginning before and ending after the Closing Date, the portion of such\ntaxable year beginning after the Closing Date (the \"Post-Closing Period\"). \nPurchaser shall be entitled to any refund of Taxes of the Transferred\nSubsidiaries received by SALD or any Entity Seller for such Post-Closing\nPeriods.  \n\n          (c)  Purchaser shall be liable for and shall indemnify SALD for all\nTransfer Taxes payable by Purchaser as described in Section 5.10.  Any\nindemnity payments to or from SALD or the Entity Sellers or to or from the\nPurchaser Indemnified Parties pursuant to this Agreement, whether under this\nSection 8.4 or otherwise, shall be treated by the Purchaser Indemnified\nParties and SALD or the Entity Sellers as Purchase Price adjustments for all\npurposes.\n\n          (d)  Any refunds or credits of Taxes received by the Transferred\nSubsidiaries (or their successors) for any Pre-Closing Period, other than (i)\nany amount reflected as a Current Asset on the Closing Date Financial\nStatements or (ii) any amount resulting from a carryback or other application\nof losses credits or other items from a Post-Closing Period, shall be paid by\nPurchaser promptly (and in any event within no more than 10 Business Days)\nupon receipt by it to SALD.\n\n\n\n\n\n\n                                     -46-\nc;\n\n\n     8.5  Certain Claims Procedures.\n\n          Except as provided in Section 8.3, the Indemnified Party shall\nnotify the Indemnifying Party promptly (and in any event within no more than\n10 Business Days) of its discovery of any matter giving rise to a claim of\nindemnity pursuant to Article VIII.  The Indemnified Party shall cooperate\nand assist the Indemnifying Party in determining the validity of any claim\nfor indemnity by the Indemnified Party and in otherwise resolving such\nmatters.  Such assistance and cooperation will include providing access to\nand copies of information, records and documents relating to such matters,\nfurnishing employees to assist in the investigation, defense and resolution\nof such matters and providing legal and business assistance with respect to\nsuch matters.\n\n                                  ARTICLE IX\n\n                                  TERMINATION\n\n     9.1  Termination Events.\n\n          Without prejudice to other remedies which may be available to the\nparties by law or this Agreement, this Agreement may be terminated and the\ntransactions contemplated herein may be abandoned:\n\n          (a)  by mutual consent of the parties hereto;\n\n          (b)  by either Purchaser or SALD by notice to the other if the\n     Closing has not been consummated by July 1, 2000, unless extended by\n     written agreement of the Parties hereto, provided that the Party\n     terminating this Agreement shall not be in material default or breach\n     hereunder and provided, further, that the right to terminate this\n     Agreement under this clause (b) shall not be available (i) to any Party\n     whose failure to fulfill any obligation under this Agreement has been\n     the cause of, or resulted in, the failure of the Closing to occur on or\n     before such date; or (ii) in the event that the Closing has not occurred\n     as a result of a failure of any representation to be true and correct,\n     the terminating party shall not have the right to terminate this\n     Agreement if such party knew of such breach prior to the date of this\n     Agreement; or\n\n          (c)  by either Purchaser or SALD, if any Governmental Authority has\n     issued a final order, decree or ruling enjoining or otherwise\n     permanently prohibiting any of the transactions contemplated by this\n     Agreement (unless such order, decree or ruling has been withdrawn,\n     reversed or otherwise made inapplicable ); provided, that this clause\n     (c) shall not apply in the case where all of the following apply: (x) to\n     any such order, decree or ruling in any country (or by any Governmental\n\n                                     -47-\nc;\n\n\n     Authority in any country) other than the U.S., France, the U.K. and\n     Spain, (y) where the aggregate effect of all such orders, decrees or\n     rulings on the consummation of the transactions would not reasonably be\n     expected to have a Business Material Adverse Effect or a Purchaser\n     Material Adverse Effect following the Closing Date and (z) the order,\n     decree or ruling wherever it may have been issued, does not purport to\n     restrict in their entirety or substantially in their entirety the\n     transactions contemplated in this Agreement, in which case the Closing\n     shall proceed in accordance with Article VII except that any of the\n     transactions that are enjoined will not be closed until such time as it\n     no longer is enjoined and there shall be an appropriate adjustment in\n     the Purchase Price to reflect that such portion of the Business will not\n     be transferred; and provided, further, that the party seeking to\n     terminate this Agreement under this clause (c) is not then in material\n     breach of this Agreement; and provided, further, that the right to\n     terminate this Agreement under this clause (c) shall not be available to\n     any Party who shall not have used best efforts to avoid the issuance of\n     such order, decree or ruling.  If the enjoinder or prohibition by its\n     terms would permit the Closing to occur before July 1, 2000, then the\n     Closing shall occur promptly after the enjoinder or prohibition no\n     longer is effective.  If the Closing has occurred and any Transferred\n     Subsidiary or Purchased Asset has not been sold, assigned, transferred,\n     conveyed, delivered or acquired due to any enjoinder or prohibition, the\n     parties shall use their reasonable best efforts, and shall cooperate\n     with each other, to obtain promptly the removal of such enjoinder or\n     prohibition; provided, that neither Purchaser nor any of its respective\n     Affiliates shall be required to pay any consideration therefor, other\n     than filing, recordation or similar fees payable to any Governmental\n     Authority.  Pending or in the absence of the removal of such enjoinder\n     or prohibition, the parties shall cooperate with each other in any\n     reasonable and lawful arrangements designed to provide to the Purchaser\n     and any respective Designated Purchaser the benefits and liabilities of\n     such Transferred Subsidiary or Purchased Asset which are enjoined or\n     prohibited from being sold, assigned, transferred, conveyed, delivered\n     or acquired.\n\n     9.2  Effect of Termination.\n\n          In the event of any termination of this Agreement as provided in\nSection 9.1, this Agreement shall forthwith become wholly void and of no\nfurther force and effect and there shall be no liability on the part of\nPurchaser or SALD, except that (a) such termination shall not relieve either\nparty of any liability for any breach of any provision contained in this\nAgreement and (b) the Master Agreement shall remain in effect and the Parties\nshall be obligated to perform their obligations under the Master Agreement.\n\n\n\n                                     -48-\nc;\n\n\n                                   ARTICLE X\n\n                    MISCELLANEOUS AGREEMENTS OF THE PARTIES\n\n     10.1 Notices.\n\n          All communications provided for hereunder shall be in writing and\nshall be deemed to be given when delivered in person or by private courier\nwith receipt, or when telefaxed and received and,\n\nIf to Purchaser:    Polo Ralph Lauren Corporation\n                    650 Madison Avenue\n                    New York, New York  10022\n                    U.S.A.\n                    Attention:  General Counsel\n                    Fax:  (212) 318-7183\n\n                    Simpson Thacher &amp; Bartlett\n                    425 Lexington Avenue\n                    New York, NY  10017\n                    U.S.A.\n                    Attention: Caroline B. Gottschalk, Esq. \n                    Fax:  (212) 455-2502\n\nIf to SALD:         S.A. Louis Dreyfus et Cie\n                    87, Avenue de la Grande Armee\n                    75782 Paris, France\n                    Attention:  Mr. Bernard Baldensperger\n                    Fax:  011.331.45.01.70.28\n\nor to such other address as any such party shall designate by written notice\nto the other parties hereto.\n\n     10.2 Severability.\n\n          If any provision of this Agreement, other than Purchaser's\nobligation to pay the Purchase Price to SALD and SALD's and Sellers'\nobligation to deliver all of the shares of the Transferred Subsidiaries and\nall of the Purchased Assets to Purchaser, is declared by any court of\ncompetent jurisdiction to be illegal, void or unenforceable, all other\nprovisions of this Agreement shall not be affected and shall remain in full\nforce and effect, and SALD and Purchaser shall negotiate in good faith to\nreplace such illegal, void or unenforceable provision with a provision that\ncorresponds as closely as possible to the intentions of the parties as\nexpressed by such illegal, void or unenforceable provision.\n\n\n\n                                     -49-\nc;\n\n\n     10.3 Further Assurances; Further Cooperation.\n\n          Subject to the terms and conditions hereof, each of the parties\nhereto agrees to use its reasonable best efforts to execute and deliver, or\ncause to be executed and delivered, all documents and to take, or cause to be\ntaken, all actions that may be reasonably necessary or appropriate, in the\nreasonable opinion of the respective counsel for SALD and Purchaser, to\neffectuate the provisions of this Agreement. \n\n     10.4 Counterparts.\n\n          This Agreement may be executed in any number of counterparts, each\nof which shall be deemed to be an original and all of which together shall be\ndeemed to be one and the same instrument.  Copies of executed counterparts\ntransmitted by telecopy, telefax or other electronic transmission service\nshall be considered original executed counterparts for purposes of this\nSection 10.4, provided that receipt of copies of such counterparts is\nconfirmed.\n\n     10.5 Expenses.\n\n          Whether or not the Closing occurs, SALD and Purchaser shall each\npay its respective expenses (such as legal, investment banker and accounting\nfees) incurred in connection with this Agreement and the transactions\ncontemplated hereby.\n\n     10.6 Non-Assignability.\n\n          This Agreement shall inure to the benefit of and be binding on the\nparties hereto and their respective successors and permitted assigns.  This\nAgreement shall not be assigned by either Party without the express prior\nwritten consent of the other Party, and any attempted assignment, without\nsuch consent, shall be null and void, except that Purchaser may assign its\nrights and obligations hereunder to any Affiliate of Purchaser, provided that\nno such assignment shall relieve Purchaser of any of its obligations\nhereunder.\n\n     10.7 Amendment; Waiver.\n\n          This Agreement may be amended, supplemented or otherwise modified\nonly by a written instrument executed by the Parties.  No waiver by either\nParty of any of the provisions hereof shall be effective unless explicitly\nset forth in writing and executed by the Party so waiving.  Except as\nprovided in the preceding sentence, no action taken pursuant to this\nAgreement, including without limitation, any investigation by or on behalf of\nany Party, shall be deemed to constitute a waiver by the Party taking such\naction of compliance with any representations, warranties, covenants, or\n\n                                     -50-\nc;\n\n\nagreements contained herein, and in any documents delivered or to be\ndelivered pursuant to this Agreement and in connection with the Closing\nhereunder.  The waiver by any Party of a breach of any provision of this\nAgreement shall not operate or be construed as a waiver of any subsequent\nbreach.\n\n     10.8 Third Parties; Holders of Qualifying Shares.\n\n          (a)  This Agreement does not create any rights, claims or benefits\ninuring to any person other than SALD and Purchaser nor create or establish\nany third party beneficiary hereto.\n\n          (b)  None of the Persons holding Qualifying Shares shall have any\nliability under this Agreement other than the liability to deliver its\nQualifying Shares at the Closing.\n\n     10.9 Governing Law.\n\n          This Agreement shall be governed by, and construed in accordance\nwith, the laws of the State of New York, except for the internal matters of\nany corporation, partnership or similar entity which shall be governed by the\nlaws of the jurisdictions of incorporation of such corporation, partnership\nor similar entity.\n\n     10.10     Consent to Jurisdiction; Waiver of Jury Trial.\n\n          Each of the Parties irrevocably submits to the exclusive\njurisdiction of the United States District Court for the Southern District of\nNew York located in the borough of Manhattan in the City of New York, or if\nsuch court does not have jurisdiction, the Supreme Court of the State of New\nYork, New York County, for the purposes of any suit, action or other\nproceeding arising out of this Agreement or any transaction contemplated\nhereby.  Each of the Parties further agrees that service of any process,\nsummons, notice or document by any national or international, as applicable,\nexpress courier service to such Party at its respective address set forth in\nSection 10.1 shall be effective service of process for any action, suit or\nproceeding in New York with respect to any matters to which it has submitted\nto jurisdiction as set forth above in the immediately preceding sentence. \nEach of the Parties irrevocably and unconditionally waives any objection to\nthe laying of venue of any action, suit or proceeding arising out of this\nAgreement or the transactions contemplated hereby in (a) the United States\nDistrict Court for the Southern District of New York or (b) the Supreme Court\nof the State of New York, New York County, and hereby further irrevocably and\nunconditionally waives and agrees not to plead or claim in any such court\nthat any such action, suit or proceeding brought in any such court has been\nbrought in an inconvenient forum.  The Parties hereby irrevocably and\nunconditionally waive trial by jury in any legal action or proceeding\n\n                                     -51-\nc;\n\n\nrelating to this Agreement or any other agreement entered into in connection\ntherewith and for any counterclaim with respect thereto.\n\n     10.11     Entire Agreement.\n\n          This Agreement, Annex A, the Schedules and the Exhibits hereto set\nforth the entire understanding of the parties hereto with respect to the\nsubject matter hereof and there are no agreements, understandings,\nrepresentations or warranties between the Parties or their respective\nSubsidiaries other than those set forth or referred to herein with respect to\nthe subject matter hereof.  \n\n     10.12     Section Headings; Table of Contents.\n\n          The section headings contained in this Agreement and the Table of\nContents to this Agreement are for reference purposes only and shall not\naffect the meaning or interpretation of this Agreement.\n\n     10.13     Specific Performance.\n\n          The parties hereto agree that irreparable damage would occur in the\nevent any provision of this Agreement and the Exhibits hereto was not\nperformed in accordance with the terms hereof and that the parties shall be\nentitled to an injunction or injunctions to prevent breaches of this\nAgreement and to enforce specifically the terms and provisions of this\nAgreement in addition to any other remedy to which they are entitled at law\nor in equity.\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                     -52-\nc;\n\n\n          IN WITNESS WHEREOF, the parties have caused this Stock and Asset\nPurchase Agreement to be duly executed as of the date first above written.\n\n\n                                  S.A. LOUIS DREYFUS ET CIE\n\n\n                                  By:      \/s\/ B. Baldensperger\n                                     ---------------------------------------\n                                       Name:  Baldensperger\n                                       Title: Directeur General\n\n\n                                  POLO RALPH LAUREN CORPORATION\n\n\n                                  By:      \/s\/ Victor Cohen\n                                     ---------------------------------------\n                                       Name:  Victor Cohen\n                                       Title: Senior Vice President\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                     -53-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8547],"corporate_contracts_industries":[9396],"corporate_contracts_types":[9622,9627],"class_list":["post-43625","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-polo-ralph-lauren-corp","corporate_contracts_industries-consumer__clothing","corporate_contracts_types-planning","corporate_contracts_types-planning__purchase"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43625","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43625"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43625"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43625"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43625"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}