THE MILLWORK TRADING CO., LTD.
OXFORD INDUSTRIES, INC.
EXHIBIT A — Form of Escrow Agreement
EXHIBIT B — Form of Non-Competition Agreement
EXHIBIT C — Form of OXM License Agreement
EXHIBIT D — Form of Services Agreement
EXHIBIT E — Form of Thirteenth Street Lease
EXHIBIT F — Form of Special Warranty Deed
EXHIBIT G — Form of Legal Opinion of Seller’s Counsel
EXHIBIT H — Form of Legal Opinion of Buyer’s Counsel
This PURCHASE AGREEMENT (this “Agreement”), is executed May 1, 2006, between THE MILLWORK TRADING CO., LTD. d/b/a LI & FUNG USA, a Delaware corporation (“Buyer”), and OXFORD INDUSTRIES, INC., a Georgia corporation (“Seller”). Buyer and Seller are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
A. Seller, through its “Womenswear Group,” presently conducts the business of designing, manufacturing, processing, marketing, importing, distributing and selling women’s apparel and, to a lesser extent, men’s apparel, as the “Womenswear Group” operating segment is defined under the caption “Segment Definition” in Seller’s fiscal year 2005 Annual Report to its shareholders (the “Business”).
B. Seller desires to sell and assign to Buyer, and/or cause to be sold and assigned to Buyer by the Seller Subsidiaries, and Buyer desires to purchase, and/or cause to be purchased by one or more Buyer Affiliates, from Seller or a Seller Subsidiary, as appropriate, the Business Assets and Buyer desires to assume, and/or cause one or more Buyer Affiliates to assume, the Assumed Liabilities, subject to all of the terms and conditions hereof.
Now, therefore, in consideration of the premises and the mutual covenants and agreements herein set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the Parties hereby covenant and agree as follows:
For purposes of this Agreement:
“Action” means any action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity or other tribunal.
“Adjusted EBITDA” means, for the November 2005 Year, the Net Income of the Business plus the following additions to Net Income: (i) Interest Expense, (ii) Income Taxes deducted to arrive at Net Income for such period, and (iii) all amounts attributable to depreciation and amortization and impairment charges, if any, all determined in accordance with the accounting methodology set forth on Schedule 2.5.
“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such other Person.
“Agreement” has the meaning set forth in the preamble hereto.
“Allocation Schedule” has the meaning set forth in Section 6.10(d).
“Ancillary Agreements” means the Escrow Agreement, the Non-Competition Agreement, the Services Agreement, the OXM License Agreement, and the Thirteenth Street Lease.
“Antitrust Authorities” has the meaning set forth in Section 6.3.
“Assumed Liabilities” has the meaning set forth in Section 2.1(b).
“Basket” has the meaning set forth in Section 8.5(a).
“Books and Records” means the books and records of the Business in whatever form, including without limitation invoices, credit records, customer lists and records, supplier lists and records, price lists, purchasing materials and records, manufacturing, maintenance and quality control records and procedures, warranty and service records, accounting records, inventory records, accounts payable records and files and litigation files, in any case, to the extent Related to the Business, except, in any case, for the books and records of the Business to the extent related to any Excluded Assets.
“Business” has the meaning set forth in paragraph A of the Recitals.