XXXXXXXXX XXXXX
C/O BERNARD CHAUS, INC.
0000 XXXXXXXX
XXX XXXX, XXX XXXX 00000
December 9, 1997
Xxxxxxx Chaus, Inc.
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Subscription Agreement
Ladies and Gentlemen:
This letter sets forth our agreement regarding the exercise
of subscription rights in the rights offering (the "Rights Offering") described
in the Registration Statement (File No. 333-39041) filed with the Securities
and Exchange Commission on October 30, 1997, as amended by Amendment No. 1
thereto filed with the Securities and Exchange Commission on December 9, 1997
(as such may be amended or supplemented after the date of this letter, the
"Registration Statement"). This letter constitutes the "Purchase Agreement"
specified in the Registration Statement.
I hereby agree to subscribe for and purchase for $10.0
million at the consummation of the Rights Offering all of the 6,988,935 shares
of common stock, par value $.01 per share ("Common Stock"), of Xxxxxxx Chaus,
Inc., a New York corporation (the "Company"), issuable to me upon exercise of
the nontransferable subscription rights distributed to me in the rights
offering described in the Registration Statement (the "Rights Offering"). The
$10.0 million purchase price shall be satisfied out of the $10.0 million in
cash collateral currently held by BNY Financial Corporation under the terms of
the July Deposit Letter (as such term is defined in the Registration
Statement). I also agree that, in the event that at least 1,747,160 shares of
Common Stock (the "Standby Commitment Shares") are not purchased by the holders
of the subscription rights distributed in the Rights Offering, other than by me
(or purchases by the other directors of the Company in the Rights Offering in
excess of $100,000), pursuant to the Basic Subscription Privilege or the
Oversubscription Privilege (as such terms are defined in the Registration
Statement), I will purchase the unsubscribed portion of such Standby Commitment
Shares at the Subscription Price (as such term is defined in the Registration
Statement), for an aggregate purchase price of up to $2.5 million.
As part of the Company's restructuring plan, I also agree to
convert, immediately prior to the closing of the Rights Offering, approximately
$40.6 million of indebtedness owed to me, consisting of approximately $28.1
million of existing subordinated indebtedness (including accrued interest
through January 23, 1998) and $12.5 million of indebtedness which will be owed
to me by
the Company pursuant to the Subrogated Loan (as such term is defined in the
Registration Statement), into 10,510,910 shares of Common Stock.
The share amounts in this letter give effect to the
one-for-ten reverse stock split to be effective on the close of business today.
The actions to be taken by me as described in this letter are
subject only to the condition that there not be any litigation or governmental
action challenging or seeking to enjoin the Rights Offering which, in the sole
judgment of the Company, makes it inadvisable to proceed with the Rights
Offering.
Sincerely,
/s/ Xxxxxxxxx Xxxxx
Xxxxxxxxx Xxxxx
Agreed to and accepted as of
this 9th day of December, 1997:
XXXXXXX CHAUS, INC.
/s/ Xxxxxx Xxxxxxxx
-----------------------
Xxxxxx Xxxxxxxx
Chief Executive Officer
