Agreement
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This Agreement is entered into as of June 9, 1997 by
Stone Street 1994 Fund, L.P., a Delaware limited partnership
("Stone L.P."), and the Xxxx Xxxxx Xxxxxx Corporation
("PRLC"). Capitalized terms used but not defined herein
shall have the meanings assigned to such terms in the
Agreement of Merger of Stone Street 1994 Subsidiary Corp.
with and into Xxxx Xxxxx Xxxxxx Corporation.
1. In furtherance of the representations and
warranties made by the parties in the Subscription
Agreement, Stone L.P. represents and warrants to PRLC on the
date hereof and as of the Effective Time, that:
(a) it or its representatives has had an
opportunity to ask questions of and receive answers from
officers of PRLC, or a person or persons acting on its
behalf, concerning the terms and conditions of this
investment;
(b) it is an "accredited investor" as such term
is defined in Regulation 501 promulgated under the
Securities Exchange Act of 1934, as amended, and has such
knowledge and experience in financial and business matters
to evaluate the risks of investment in PRLC;
(c) the shares of common stock of PRLC issuable
to it in the Merger are being purchased by it for its own
sole benefit and account for investment and not with a view
to, or for resale in connection with, a public offering or
distribution thereof other than in the Offering; and
(d) it has no present plan or intention to sell,
exchange or otherwise dispose of any shares of common stock
of PRLC received in the Merger except as contemplated by the
registration statement of PRLC on file with the Securities
and Exchange Commission on the date hereof.
2. Stone, L.P. will not, within two years of the
Effective Time, sell, exchange or otherwise dispose of a
number of shares of common stock of PRLC received in the
Merger that would reduce its ownership of common stock of
PRLC that it received in the Merger to a number of shares
having a value, as of the date of the Merger, of less than
50 percent of the value of all of the formerly outstanding
capital stock of Stone as of the date of the Merger. The
parties acknowledge that this restriction may be satisfied
by Stone, L.P. concurrently with the restriction on Stone,
L.P. and certain other parties contained in Section 4.1(b)
of the Stockholders Agreement dated the date hereof among
Stone, L.P. and certain other parties. Notwithstanding the
foregoing, in no event shall the provisions of this Section
2 prohibit the sale, exchange or other disposition in
connection with any business combination transaction or
other acquisition of PRLC as a result of which no party to
the Subscription Agreement or any of its affiliates holds
any outstanding shares of common stock of PRLC.
3. This Agreement may be signed in one or more
counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same
instrument.
4. THIS AGREEMENT SHALL BE GOVERNED BY AND IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF.
5. This Agreement constitutes the entire agreement
between the parties hereto and supersedes all prior
agreements and understandings, oral and written, between the
parties hereto, with respect to the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have duly
executed this Agreement as of the date first above written.
STONE STREET FUND 1994, L.P.
By: Stone Street Funding Corp.,
its general partner
By: /s/ X.X. Xxxxxxxxx
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Name: C.H. SkodinskiTitle:
Vice President
XXXX XXXXX LAUREN CORPORATION,a
Delaware corporation
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
Title: Senior Vice
President,General
Counsel and Secretary
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