AGREEMENT AND PLAN OF MERGER Dated as of November 10, 2004 Among JONES APPAREL GROUP, INC., FLINTSTONE ACQUISITION CORP. And BARNEYS NEW YORK, INC.Merger Agreement • November 18th, 2004 • Jones Apparel Group Inc • Women's, misses', and juniors outerwear • Delaware
ContractPrincipal Stockholders' Agreement • November 18th, 2004 • Jones Apparel Group Inc • Women's, misses', and juniors outerwear • Delaware
PRINCIPAL STOCKHOLDERS' AGREEMENT dated as of November 10, 2004 (this "Agreement"), among JONES APPAREL GROUP, INC., a Pennsylvania corporation ("Parent"), BARNEYS NEW YORK, INC., a Delaware corporation (the "Company"), WHIPPOORWILL ASSOCIATES, INC., a Delaware corporation, as agent and/or general partner for its discretionary accounts, and BAY HARBOUR MANAGEMENT L.C., a Florida limited company, for its managed accounts (each, a "Stockholder" and, together, the "Stockholders").
