Exhibit 10.2
REPURCHASE AGREEMENT
THIS AGREEMENT made and entered into as of this 13th day of August,
1997, by and between Wilsons The Leather Experts Inc. ("Wilsons") and CVS New
York, Inc. ("CVS"), a New York corporation formerly known as Melville
Corporation.
WITNESSETH
WHEREAS, as partial consideration for the purchase by Wilsons from CVS
of all of the outstanding capital stock of Wilsons Center, Inc., Wilsons issued
to CVS or registered assigns a secured Subordinated Note (the "CVS Note") dated
May 25, 1996 in the original principal amount of $55,811,000, bearing interest
on $55,000,000 of the principal amount of the CVS Note at the rate of 10% per
annum, compounded annually on May 25 of each year, commencing May 25, 1997;
WHEREAS, as of May 25, 1997, the $5,500,000 of interest accrued on the
CVS Note as of that date (the "Capitalized Interest") was added to, and became
part of, the principal amount of the CVS Note pursuant to the terms of the CVS
Note such that, as of the date hereof, the outstanding principal amount of the
CVS Note, including the Capitalized Interest, is $61,311,000 (the "Current
Principal Amount");
WHEREAS, CVS is currently the registered holder of the CVS Note;
WHEREAS, CVS desires that Wilsons repurchase and prepay the CVS Note
on the terms set forth in this Agreement, and Wilsons desires to repurchase and
prepay the CVS Note on such terms;
WHEREAS, the parties agree that the non-capitalized interest on the
Current Principal Amount accruing from May 26, 1997 through the date hereof (not
including interest as of this date) is $1,327,639.20 (the "Accrued Date of
Agreement Interest"), and that interest from and including this date to, but not
including, the date of repurchase of the CVS Note, shall accrue on the Current
Principal Amount in the amount of $16,805.56 per day (the "Daily Interest").
NOW THEREFORE, in consideration of the mutual agreements set forth in
this Agreement and for good and valuable other consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. Repurchase and Sale of the CVS Note. Subject to the terms and
-----------------------------------
conditions hereinafter set forth, and in reliance on the representations and
warranties of Wilsons contained herein, CVS hereby agrees to sell to Wilsons the
CVS Note in its entirety, including all Capitalized Interest and all non-
capitalized accrued interest thereon, for an
aggregate cash purchase price equal to the sum of (i) $49,538,733.30 in payment
of the amount by which the Current Principal Amount exceeds Capitalized
Interest, (ii) 100% of the Capitalized Interest, (iii) 100% of the Accrued Date
of Agreement Interest and (iv) 100% of the Daily Interest for each day from and
including the date of this Agreement to, but not including, the Closing Date (as
hereinafter defined). The sum of the amounts set forth in clauses (i), (ii),
(iii) and (iv) of the immediately preceding sentence is hereinafter sometimes
referred to as the "Note Repurchase Price." Subject to the terms and conditions
hereinafter set forth, and in reliance on the representations and warranties of
CVS contained herein, Wilsons hereby agrees to repurchase from CVS the CVS Note
in its entirety by prepayment of the Note Repurchase Price. The parties hereto
understand that the portion of the Note Repurchase Price paid for the amount by
which the Current Principal Amount exceeds Capitalized Interest constitutes a
discount thereon but agree that from and after the payment of the Note
Repurchase Price for the CVS Note, (1) the CVS Note, including all Capitalized
Interest and all non-capitalized accrued interest thereon, shall be deemed to
have been prepaid in full in full and complete satisfaction of all rights of CVS
as the holder of the CVS Note, (2) none of CVS or any of its affiliates or any
other person or entity shall have any rights with respect to the CVS Note and
(3) the CVS Note shall be canceled and shall create no further payment, covenant
or other obligations or liabilities in favor of CVS, any of its affiliates or
any other person or entity, all of which shall be extinguished, discharged,
terminated and released and of no further force or effect upon such payment of
the Note Repurchase Price. CVS waives the notice of prepayment which is
otherwise required by the terms of the CVS Note.
2. Surrender of Documents, Termination Statements and Releases. On
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the Closing Date, upon payment by Wilsons of the Note Repurchase Price, CVS
shall surrender and deliver to Wilsons (i) the original CVS Note conspicuously
marked "Fully Paid and Canceled" and (ii) the original Warrant (the "Management
Warrant") registered in the name of CVS dated May 25, 1996 that is denominated
Warrant No. 2 for 1,200,000 shares of Common Stock of Wilsons (1,080,000 after
giving effect to the .90 for 1 reverse stock split effective October 11, 1996)
conspicuously marked "Canceled." On the Closing Date, CVS shall deliver to
Wilsons or counsel to the lenders under Wilsons' senior credit facility
appropriately signed amendments of UCC-1 Financing Statements, prepared by
counsel to the lenders under Wilsons' senior credit facility and executed by
CVS, removing CVS as a secured party for all UCC-1 Financing Statements
evidencing security interests of CVS in assets of Wilsons or any of its existing
direct or indirect subsidiaries (together with Wilsons' former subsidiaries, the
"Subsidiaries") or otherwise securing the CVS Note or any obligations of Wilsons
or any of its existing Subsidiaries to CVS, and CVS further agrees that on the
Closing Date, without any further action on the part of CVS, all security
interests and pledges of stock or assets of Wilsons or any of its Subsidiaries
or otherwise securing the CVS Note or otherwise securing any obligations of
Wilsons or any of its Subsidiaries to CVS, including without limitation the
Security Agreement among Wilsons, certain of its Subsidiaries and CVS dated as
of May 25, 1996, the Pledge Agreement between Wilsons and CVS dated as of May
25, 1996, the Pledge Agreement between Wilsons Center, Inc. and CVS
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dated as of May 25, 1996, the Pledge Agreement between Rosedale Wilsons, Inc.
and CVS dated as of May 25, 1996 and the Pledge Agreement between River Hills
Wilsons, Inc. and CVS dated as of May 25, 1996, as amended, shall be deemed to
have been terminated and released by reason of the execution of this Agreement
and shall be of no further force or effect. Without limiting anything stated in
the immediately preceding sentence, at any time and from time to time on or
after the Closing Date, CVS, without further consideration, shall promptly take
such further action and execute and deliver such further instruments and
documents as may be requested by Wilsons to evidence such terminations and
releases provided for in this paragraph, including the execution of termination
statements prepared by counsel to Wilsons or counsel to the lenders under
Wilsons' senior credit facility for all UCC-1 Financing Statements referencing
security interests of CVS in assets of former Subsidiaries of Wilsons, including
those that have been merged into other Subsidiaries of Wilsons.
3. Closing Date. Subject to the terms and conditions of this
------------
Agreement, the closing of the repurchase and sale of the CVS Note (the
"Closing") shall be held on August 18, 1997, at the offices of Faegre & Xxxxxx
in Minneapolis, Minnesota at 11:00 A.M., or at such other time and/or on such
other date and/or at such other place as the parties hereto may mutually agree
(the date of Closing being herein referred to as the "Closing Date"), provided
that as provided in Section 9.1, it is understood and agreed that either party
hereto may terminate this Agreement at any time after August 19, 1997, if the
conditions to Closing on the Closing Date shall not have been satisfied or
waived by the appropriate party or parties and the repurchase of the CVS Note
shall not have occurred. On the Closing Date, Wilsons shall wire transfer, or
cause to be wire transferred, to the account of CVS New York, Inc., account no.
000-0000-000 at Bank of New York, ABA #000-000-000, in immediately available
funds, the Note Repurchase Price, and CVS shall simultaneously surrender and
deliver to Wilsons the original CVS Note and Management Warrant and the other
documents referred to in Section 2 hereof.
4. Representations and Warranties of CVS. CVS represents and
-------------------------------------
warrants to Wilsons as follows:
4.1 Corporate Existence and Power. CVS is a corporation duly
-----------------------------
organized, validly existing and in good standing under the laws of the State of
New York and has all corporate power necessary to complete the sale of the CVS
Note to Wilsons pursuant to the terms of this Agreement and to perform its other
obligations under this Agreement. CVS has heretofore delivered to Wilsons true
and complete copies of the certificate of incorporation and bylaws of CVS as
currently in effect.
4.2 Corporate Authorization. The execution, delivery and performance
-----------------------
by CVS of this Agreement have been duly authorized by all necessary corporate
action on the part of CVS. This Agreement constitutes the valid and binding
agreement of CVS enforceable against CVS in accordance with its terms, except as
(i) the enforceability of this
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Agreement may be limited by bankruptcy, insolvency, moratorium or other similar
laws affecting the enforcement of creditors' rights generally and (ii) the
availability of equitable remedies may be limited by equitable principles of
general applicability.
4.3 Governmental Authorization. The execution, delivery and
--------------------------
performance by CVS of this Agreement require no action by or in respect of, or
filing with, any governmental body, agency or official.
4.4 Non-Contravention. The execution, delivery and performance by
-----------------
CVS of this Agreement do not and will not (i) violate the certificate of
incorporation or bylaws of CVS, (ii) violate any applicable statute, law, rule,
regulation, ordinance, judgment, ruling by a court, writ, injunction, order or
decree, or (iii) require any consent or other action by, or any notice to, any
person or entity under, or constitute a default or create a penalty under,
conflict with or give rise to any right of termination, cancellation or
acceleration of any right or obligation of CVS under, any agreement, contract,
lease, license or other instrument binding upon or applicable to CVS. Without
limiting the generality of the immediately preceding sentence, CVS acknowledges
that Nashua Xxxxxx CVS, Inc. ("Nashua Xxxxxx") has entered into an agreement to
sell the CVS Note to Xxxxxxxxx Lufkin & Xxxxxxxx Securities Corporation ("DLJ")
or its designees if it is not purchased by Wilsons or its shareholders (the "DLJ
Agreement"), but CVS represents and warrants that DLJ has no rights to purchase
the CVS Note or other rights with respect to the CVS Note if it is repurchased
by Wilsons on or before August 19, 1997, and that the execution, delivery and
performance of this Agreement by CVS do not require any consent or other action
by DLJ or constitute a default under or conflict with any obligation of CVS or
Nashua Xxxxxx to DLJ under, any agreement, contract, lease, license or other
instrument binding upon or applicable to CVS or Nashua Xxxxxx. Nashua Xxxxxx is
an indirect wholly-owned subsidiary of CVS.
4.5 Representations Regarding CVS Note. CVS is the record and
----------------------------------
beneficial owner and registered holder of the CVS Note, free and clear of any
pledge, lien, security interest or other encumbrance, restriction or adverse
claim (a "Lien"), and no Lien will arise as a result of the sale, surrender or
cancellation of the CVS Note. The CVS Note is genuine and has not been altered
since the original execution thereof, there are no limitations upon the right of
CVS to sell the CVS Note to Wilsons and there are no rights of any other person
or entity to acquire the CVS Note, subject to the DLJ Agreement to the extent
provided in Section 4.4 if Wilsons does not purchase the CVS Note on or before
August 19, 1997, and further subject to the first refusal rights of certain
shareholders of Wilsons expiring August 14, 1997 under a Registration Rights
Agreement dated as of May 25, 1996, to which CVS and Wilsons are parties (the
"Registration Rights Agreement"). CVS has the right to surrender and deliver the
CVS Note to Wilsons upon receipt of the Note Repurchase Price. No affiliate of
CVS, including Nashua Xxxxxx, has any right, title or interest in the CVS Note.
4.6 Litigation. There is no action, suit, investigation or
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proceeding pending against or, to the knowledge of CVS, threatened against or
affecting, CVS or any affiliate of
4
CVS before any court or arbitrator or any governmental body, agency or official
as of the date of this Agreement which in any manner challenges or seeks to
prevent, enjoin, alter or delay the transactions contemplated by this Agreement.
ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF WILSONS
Wilsons represents and warrants to CVS as follows:
5.1 Corporate Existence and Power. Wilsons is a corporation duly
-----------------------------
organized, validly existing and in good standing under the laws of the State of
Minnesota and has all corporate power necessary to repurchase the CVS Note
pursuant to the terms of this Agreement and perform its other obligations under
this Agreement. Wilsons has heretofore delivered to CVS true and complete
copies of the articles of incorporation and bylaws of Wilsons as currently in
effect.
5.2 Corporate Authorization. The execution, delivery and performance
-----------------------
by Wilsons of this Agreement have been duly authorized by all necessary
corporate action on the part of Wilsons. This Agreement constitutes the valid
and binding agreement of Wilsons enforceable against Wilsons in accordance with
its terms, except as (i) the enforceability of this Agreement may be limited by
bankruptcy, insolvency, moratorium or other similar laws affecting the
enforcement of creditors' rights generally and (ii) the availability of
equitable remedies may be limited by equitable principles of general
applicability.
5.3 Governmental Authorization. The execution, delivery and
--------------------------
performance by Wilsons of this Agreement require no action by or in respect of,
or filing with, any governmental body, agency or official, provided that this
Agreement must be filed with the Securities and Exchange Commission following
the repurchase of the CVS Note.
5.4 Non-Contravention. The execution, delivery and performance by
-----------------
Wilsons of this Agreement do not and will not (i) violate the articles of
incorporation or bylaws of Wilsons, (ii) violate any applicable statute, law,
rule, regulation, ordinance, judgment, ruling by a court, writ, injunction,
order or decree or (iii) require any consent or other action by, or any notice
to, any person or entity under, or constitute a default or create a penalty
under, conflict with or give rise to any right of termination, cancellation or
acceleration of any right or obligation of Wilsons under, any agreement,
contract, lease, license or other instrument binding upon or applicable to
Wilsons, provided that the repurchase of the CVS Note is not permitted without
the written consent of lenders under Wilsons' senior credit facility and
provided further that this Agreement must be filed with the Securities and
Exchange Commission following the repurchase of the CVS Note.
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5.5 Litigation. There is no action, suit, investigation or
----------
proceeding pending against, or, to the knowledge of Wilsons, threatened against
or affecting, Wilsons before any court or arbitrator or any governmental body,
agency or official as of the date of this Agreement which in any manner
challenges or seeks to prevent, enjoin, alter or delay the transactions
contemplated by this Agreement.
5.6 Financing. Wilsons has received and furnished a copy to CVS of a
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highly "confident letter" from BancAmerica Securities, Inc. relating to a
proposed financing through a Rule 144A private placement ("Highly Confident
Letter") for the purpose of, among other things, providing financing to purchase
the CVS Note (the "Financing"). As of the date hereof, Wilsons knows of no
facts or circumstances that are reasonably likely to result in the failure to
receive Financing referred to in the Highly Confident Letter.
ARTICLE 6
SURVIVAL OF REPRESENTATIONS
The representations and warranties contained in Articles IV and V
hereof shall survive the Closing and continue indefinitely and shall be
enforceable against the party making the representations and warranties by the
party for whose benefit they are made. Such representations and warranties shall
each be deemed to be representations and warranties made as of the Closing Date
(as well as the date of this Agreement) unless an officer of the party making
them shall deliver a certificate to the contrary to the other party hereto prior
to the Closing.
ARTICLE 7
COVENANTS AND AGREEMENTS OF CVS
7.1 Other Offers. From the date of this Agreement until the Closing
------------
Date or the termination of this Agreement, none of CVS or any of its affiliates,
agents or representatives will, directly or indirectly, take any action to
solicit, initiate or encourage the sale of the CVS Note to any person or entity
other than Wilsons or in any manner discuss, consider or accept (except upon any
exercise of first refusal rights by shareholders of Wilsons on or before August
14, 1997, pursuant to the terms of the Registration Rights Agreement) any
proposal to buy or sell the CVS Note except for the repurchase of the CVS Note
by Wilsons, provided that Wilsons acknowledges that it has been informed by CVS
that Nashua Xxxxxx has entered into the DLJ Agreement to sell the CVS Note to
DLJ if it is not purchased by Wilsons or the shareholders of Wilsons.
7.2 Financing. CVS agrees that notwithstanding anything to the
---------
contrary provided in the CVS Note, Wilsons may complete the Financing without
being in default
6
under the CVS Note as long as the proceeds of the Financing are used promptly to
repurchase the CVS Note pursuant to the terms of this Agreement.
ARTICLE 8
CONDITIONS TO CLOSING
8.1 Conditions to Obligations of CVS and Wilsons. The obligations of
--------------------------------------------
CVS and Wilsons to consummate the Closing are subject to the satisfaction of the
condition that no provision of any applicable law or regulation and no judgment,
injunction, order or decree shall prohibit the consummation of the Closing.
8.2 Conditions to Obligation of Wilsons. The obligation of Wilsons
-----------------------------------
to consummate the Closing is subject to the satisfaction of the following
further conditions:
(i) (A) CVS shall have performed in all material respects all
of its covenants, agreements and obligations hereunder required to be
performed by it on or prior to the Closing Date and (B) the
representations and warranties of CVS contained in this Agreement and
in any certificate or other writing delivered by CVS pursuant hereto
shall be true in all material respects at and as of the Closing Date
as if made at and as of such date.
(ii) Wilsons shall have received all documents it may
reasonably request relating to the existence and good standing of CVS
and the authority of CVS to enter into this Agreement, all in form and
substance reasonably satisfactory to Wilsons.
(iii) Wilsons shall have received at the Closing an opinion
dated the Closing Date from Xxxxx Xxxx & Xxxxxxxx, counsel to CVS, in
substantially the form set forth in Exhibit A.
(iv) The Financing shall have been consummated and Wilsons
shall have received the requisite written consent of lenders to the
repurchase of the CVS Note and the Financing under its senior credit
facility.
(v) Wilsons shall have received the CVS Note and the
Management Warrant.
8.3. Conditions to Obligation of CVS. The obligation of CVS to
-------------------------------
consummate the Closing is subject to the satisfaction of the following further
conditions:
(i) (A) Wilsons shall have performed in all material respects
all of its covenants, agreements and obligations hereunder required to
be performed
7
by it at or prior to the Closing Date and (B) the representations and
warranties of Wilsons contained in this Agreement and in any
certificate or other writing delivered by Wilsons pursuant hereto
shall be true in all material respects at and as of the Closing Date
as if made at and as of such date.
(ii) CVS shall have received all documents it may reasonably
request relating to the existence and good standing of Wilsons and the
authority of Wilsons to enter into this Agreement, all in form and
substance reasonably satisfactory to CVS.
(iii) CVS shall have received at the Closing an opinion dated
the Closing Date from Faegre & Xxxxxx LLP, counsel to Wilsons, in
substantially the form set forth in Exhibit B.
(iv) Wilsons shall have received the requisite written consent
of lenders to the repurchase of the CVS Note under Wilsons' senior
credit facility.
(v) CVS shall have received the Note Repurchase Price.
ARTICLE 9
TERMINATION
9.1 Grounds for Termination. This Agreement may be terminated at any
-----------------------
time prior to the Closing:
(i) by mutual written agreement of CVS and Wilsons;
(ii) by either of CVS or Wilsons if the Closing shall not have
been consummated on or before August 19, 1997 or if any shareholder of
Wilsons shall have exercised its first refusal rights under the
Registration Rights Agreement on or prior to August 14, 1997, and CVS
hereby agrees promptly to give notice to Wilsons if any shareholder of
Wilsons shall have exercised its first refusal rights under the
Registration Rights Agreement on or prior to August 14, 1997;
(iii) by either of CVS or Wilsons if there shall be any law or
regulation that makes consummation of the transactions contemplated
hereby illegal or otherwise prohibited or if consummation of the
transactions contemplated hereby would violate any nonappealable final
order, decree or judgment of any court or governmental body having
competent jurisdiction;
8
(iv) by CVS, if any representation or warranty of Wilsons
contained in this Agreement shall prove to be inaccurate in any
material respect at the time when made and Wilsons shall refuse or
fail after written notice to correct such representation or warranty
within 5 days of such written notice; or
(v) by Wilsons, if any representation or warranty of CVS
contained in this Agreement shall prove to be inaccurate in any
material respect at the time when made and CVS shall refuse or fail
after written notice to correct such representation or warranty within
5 days of such written notice.
The party desiring to terminate this Agreement shall give notice of such
termination to the other parties hereto.
9.2 Effect of Termination. If this Agreement is terminated as
---------------------
permitted by Section 9.1 , termination shall be without liability of any party
(or any stockholder, director, officer, employee, agent, consultant or
representative of such party) to any other party to this Agreement; provided
--------
that if such termination shall result from the willful failure of Wilsons or CVS
to fulfill a condition to the performance of the obligations of the other party,
failure to perform a covenant of this Agreement or breach by such party of any
representation or warranty or agreement contained herein, such party shall be
fully liable for any and all damages incurred or suffered by the other party as
a result of such failure or breach.
ARTICLE 10
MISCELLANEOUS
10.1 Notices. All notices, requests and other communications to any
-------
party hereunder shall be in writing (including facsimile transmission) and shall
be given at the party's address (or telecopier number) set forth below, or such
other address (or telecopier number) as shall have been furnished to the party
giving or making such notice, request or other communication:
If to Wilsons, to:
Wilsons The Leather Experts Inc.
0000 Xxxxx Xxxxxx Xxxxx
Xxxxxxxx Xxxx, XX 00000
Telecopier: (000) 000-0000
Attention: Xxxx Xxxxxx, Xxxxx Xxxxxx
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with copies to:
Faegre & Xxxxxx LLP
0000 Xxxxxxx Xxxxxx
00 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Telecopier: (000) 000-0000
Attention: Xxxxxx X. Xxxxx, Esq.
If to CVS, to:
Xxx XXX Xxxxx
Xxxxxxxxxx, Xxxxx Xxxxxx 00000
Telecopier: (000) 000-0000
Attention: Chief Executive Officer,
Chief Financial Officer and
General Counsel
with a copy to:
Xxxxx Xxxx & Xxxxxxxx
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier: (000) 000-0000
Attention: Xxxxxx X. Xxxxxx, Esq.
All such notices, requests and other communications shall be deemed received on
the date of receipt by the recipient thereof if received prior to 5:00 p.m. in
the place of receipt and such day is a business day in the place of receipt.
Otherwise, any such notice, request or communication shall be deemed not to have
been received until the next succeeding business day in the place of receipt.
10.2 Amendments and Waivers. (a) Any provision of this Agreement may
----------------------
be amended or waived if, but only if, such amendment or waiver is in writing and
is signed, in the case of an amendment, by each party to this Agreement, or in
the case of a waiver, by the party against whom the waiver is to be effective.
(b) No failure or delay by any party in exercising any right, power
or privilege hereunder shall operate as a waiver thereof nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies herein
provided shall be cumulative and not exclusive of any rights or remedies
provided by law.
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10.3 Expenses. All costs and expenses incurred in connection with
--------
this Agreement shall be paid by the party incurring such cost or expense.
10.4 Successors and Assigns. The provisions of this Agreement shall
----------------------
be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns; provided that no party may assign,
delegate or otherwise transfer any of its rights or obligations under this
Agreement without the consent of the other party hereto.
10.5 Entire Agreement. This Agreement constitutes the entire
----------------
agreement between the parties hereto regarding the subject matter hereof.
10.6 Governing Law. This Agreement shall be governed by and
-------------
construed in accordance with the law of the State of New York, without regard to
the conflicts of law rules of such state.
10.7 Counterparts. This Agreement may be executed in two or more
------------
counterparts, each of which shall be deemed to be an original but all of which
shall constitute one instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective authorized officers as of the day and year
first above written.
WILSONS THE LEATHER
EXPERTS INC.
By /s/ Xxxxx X. Xxxxxx
------------------------------------
Title: President
CVS NEW YORK, INC.
By /s/ Xxxxxx X. Xxxxx
------------------------------------
Title: Vice President and Treasurer
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Exhibit A
[On Xxxxx Xxxx & Xxxxxxx Stationery]
August _____, 1997
Wilsons The Leather Experts Inc.
0000 Xxxxx Xxxxxx Xxxxx
Xxxxxxxx Xxxx, XX 00000
Dear Sirs:
We have acted as special counsel to CVS New York, Inc. ("CVS"), a New
York corporation formerly known as Melville Corporation, in connection with the
repurchase and prepayment by Wilsons The Leather Experts Inc. ("Wilsons") of the
secured Subordinated Note of Wilsons dated May 25, 1996 in the original
principal amount of $55,811,000 payable to CVS or registered assigns (the "CVS
Note") pursuant to a Repurchase Agreement dated as of August 13, 1997 between
CVS and Wilsons (the "Repurchase Agreement"). This opinion is being furnished
to you pursuant to Section 8.2(iii) of the Repurchase Agreement. Capitalized
terms used herein but not otherwise defined herein are used herein as defined in
the Repurchase Agreement.
We have examined originals or copies, certified or otherwise
identified to our satisfaction, of such documents, certificates and other
instruments, and have conducted such other investigations of fact and law, as we
have deemed necessary or advisable for the purpose of rendering this opinion.
On the basis of the foregoing, we are of the opinion that:
1. CVS has been duly incorporated, is validly existing and is in
good standing under the laws of the State of New York. CVS has all corporate
power required to enter into and perform all of its obligations under the
Repurchase Agreement, including the surrender and delivery of the CVS Note to
Wilsons upon the prepayment of the Note Repurchase Price.
2. The execution, delivery and performance by CVS of the Repurchase
Agreement have been duly authorized by all necessary corporate action on the
part of CVS. The Repurchase Agreement has been duly executed and delivered by
CVS and constitutes the
Wilsons The Leather Experts Inc.
August _____, 1997
Page 2
valid and binding obligation of CVS enforceable against CVS in accordance with
its terms, except (i) as the enforceability thereof may be limited by applicable
bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent
conveyance, moratorium or similar laws now or hereafter relating to or affecting
the rights or remedies of creditors generally and (ii) the availability of
equitable remedies may be limited by equitable principles of general
applicability.
3. The execution, delivery and performance by CVS of the Repurchase
Agreement do not and will not (i) violate the certificate of incorporation or
bylaws of CVS or (ii) contravene or violate any applicable statute, law, rule or
regulation. *[or (iii) contravene, violate, conflict with, constitute a default
under or require any consent or notice under the DLJ Agreement]
4. No stamp taxes or other transfer taxes are required to be paid
under the laws of the State of New York in connection with the repurchase and
prepayment of the CVS Note.
In connection with the opinions set forth herein, we have assumed the
genuineness of all signatures (other than those of signatories on behalf of
CVS), the authenticity of all documents submitted to us as originals, the
conformity to the original documents of all documents submitted to us as copies,
and the authenticity of the originals of such latter documents.
We are members of the Bar of the State of New York and the foregoing
opinion is limited to the laws of the State of New York and the federal laws of
the United States of America.
This opinion is rendered solely to you in connection with the above
matter. This opinion may not be relied upon by you for any other purpose or
relied upon by or furnished to any other person without our prior written
consent.
Very truly yours,
