EXHIBIT 1.1 BRYLANE INC. (A DELAWARE CORPORATION) 4,000,000 SHARES OF COMMON STOCK U.S. PURCHASE AGREEMENT DATED: OCTOBER 14, 1997

EXHIBIT 1.1

BRYLANE INC.
(A DELAWARE CORPORATION)

4,000,000 SHARES OF COMMON STOCK

U.S. PURCHASE AGREEMENT

DATED: OCTOBER 14, 1997

TABLE OF CONTENTS

PAGE
----

U.S. PURCHASE AGREEMENT................................................... 1
SECTION 1. Representations and Warranties................................ 3
(a) Representations and Warranties by the Company................ 3
(i) Compliance with Registration Requirements............ 3
(ii) Independent Accountants.............................. 3
(iii) Financial Statements................................. 3
(iv) No Material Adverse Change in Business............... 4
(v) Good Standing of the Company......................... 4
(vi) Good Standing of Subsidiaries........................ 4
(vii) Capitalization....................................... 5
(viii) Authorization of Amended Credit Facility............. 5
(ix) Authorization of Repurchase Agreements............... 5
(x) Authorization of Agreement........................... 5
(xi) Description of Securities............................ 5
(xii) Absence of Defaults and Conflicts.................... 5
(xiii) Absence of Labor Dispute............................. 6
(xiv) Absence of Proceedings............................... 6
(xv) Accuracy of Exhibits................................. 6
(xvi) Possession of Intellectual Property.................. 6
(xvii) Absence of Further Requirements...................... 7
(xviii) Possession of Licenses and Permits................... 7
(xix) Title to Property.................................... 8
(xx) Investment Company Act............................... 8
(xxi) Environmental Laws................................... 8
(xxii) Registration Rights.................................. 8
(xxiii) Filings of Tax Returns............................... 8
(xxiv) Maintenance of Internal Controls..................... 9
(xxv) Maintenance of Insurance............................. 9
(xxvi) No Violations of Regulations G, T, U or X............ 9
(xxvii) No Violation......................................... 9
(xxviii) Violation of Regulation M............................ 9
(xxix) Listing.............................................. 9
Representations and Warranties by the Major Selling
(b) Stockholders................................................. 9
(i) Good and Marketable Title............................ 9
(ii) Authorization of Agreements.......................... 10
(iii) Accurate Disclosure.................................. 10
(iv) Absence of Further Requirements...................... 10
(v) Absence of Manipulation.............................. 11
(vi) No Violation of Regulation M......................... 11
(vii) Certificates Suitable for Transfer................... 11
(viii) Form W-9............................................. 11
Representations and Warranties by the Non-Major Selling
(c) Stockholders................................................. 11
(i) Good and Marketable Title............................ 11
(ii) Authorization of Agreements.......................... 12
(iii) Accurate Disclosure.................................. 12
(iv) Absence of Further Requirements...................... 12
(v) Absence of Manipulation.............................. 13
(vi) No Violation of Regulation M......................... 13
(vii) Due Execution of Power of Attorney and Custody
Agreement............................................ 13

PAGE
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(viii) Certificates Suitable for Transfer...................... 13
(ix) Form W-9................................................. 13
(d) Officer's Certificates......................................... 13
SECTION 2. Sale and Delivery to Underwriters; Closing..................... 14
(a) Initial U.S. Securities........................................ 14
(b) U.S. Option Securities......................................... 14
(c) Payment........................................................ 14
(d) Denominations; Registration.................................... 15
SECTION 3. Covenants of the Company....................................... 15
(a) Compliance with Securities Regulations and Commission Requests. 15
(b) Filing of Amendments........................................... 15
(c) Delivery of Registration Statements............................ 15
(d) Delivery of Prospectuses....................................... 16
(e) Continued Compliance with Securities Laws...................... 16
(f) Blue Sky Qualifications........................................ 16
(g) Rule 158....................................................... 16
(h) Restriction on Sale of Securities.............................. 16
(i) Reporting Requirements......................................... 17
SECTION 4. Payment of Expenses............................................ 17
(a) Expenses....................................................... 17
(b) Expenses of the Selling Stockholders........................... 17
(c) Termination of Agreement....................................... 17
SECTION 5. Conditions of U.S. Underwriters' Obligations................... 18
(a) Effectiveness of Registration Statement........................ 18
(b) Opinion of Counsel for Company................................. 18
(c) Opinions of Counsel for the FS Stockholders.................... 18
(d) Opinions of Counsel for M & P Distributing Co. ................ 18
(e) Opinions of Counsel for Certain Selling Stockholders........... 19
(f) Opinions of Counsel for the Selling Stockholders............... 19
(g) Opinion of Counsel for U.S. Underwriters....................... 19
(h) Officers' Certificate.......................................... 19
(i) Certificate of Selling Stockholders............................ 19
(j) Accountant's Comfort Letter.................................... 20
(k) Bring-down Comfort Letter...................................... 20
(l) Listing........................................................ 20
(m) No Objection................................................... 20
(n) Lock-up Agreements............................................. 20
(o) Purchase of Initial International Securities................... 20
(p) Common Stock Repurchase........................................ 20
(q) Execution of Amended Credit Facility........................... 20
(r) Execution of Repurchase Agreements............................. 20
(s) Conditions to Purchase of U.S. Option Securities............... 20
(t) Additional Documents........................................... 21
(u) Termination of Agreement....................................... 21
SECTION 6. Indemnification................................................ 22
(a) Indemnification by the Company................................. 22
(b) Indemnification by the Selling Stockholders.................... 22
(c) Indemnification by the U.S. Underwriters....................... 23
(d) Actions against Parties; Notification.......................... 23
(e) Settlement without Consent if Failure to Reimburse............. 24
(f) No Effect on Separate Agreement................................ 24

PAGE
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SECTION 7. Contribution................................................... 24
SECTION 8. Representations, Warranties and Agreements to Survive Delivery. 25
SECTION 9. Termination of Agreement....................................... 26
(a) Termination; General........................................... 26
(b) Liabilities.................................................... 26
SECTION 10. Default by One or More of the U.S. Underwriters................ 26
SECTION 11. Notices........................................................ 27
SECTION 12. Parties........................................................ 27
SECTION 13. Governing Law and Time......................................... 27
SECTION 14. Effect of Headings............................................. 27
SCHEDULE A................................................................. Sch A-1
SCHEDULE B................................................................. Sch B-1
SCHEDULE C................................................................. Sch C-1
SCHEDULE D................................................................. Sch D-1
Exhibit A.................................................................. A-1
Exhibit B-1................................................................ B1-1
Exhibit B-2................................................................ B2-1
Exhibit B-3................................................................ B3-1
Exhibit C.................................................................. C-1

iii

BRYLANE INC.
(A DELAWARE CORPORATION)

4,000,000 SHARES OF COMMON STOCK

(PAR VALUE $.01 PER SHARE)

U.S. PURCHASE AGREEMENT

OCTOBER 14, 1997

XXXXXXX XXXXX & CO.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
LAZARD FRERES & CO. LLC
NATIONSBANC XXXXXXXXXX SECURITIES, INC.
X.X. XXXXXX SECURITIES INC.
as U.S. Representatives of the several U.S. Underwriters
x/x Xxxxxxx Xxxxx & Xx.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
Xxxxx Xxxxx
Xxxxx Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000

Ladies and Gentlemen:

Brylane Inc., a Delaware corporation (the "Company"), and the persons listed
in Schedule C hereto (each a "Selling Stockholder" and collectively, the
"Selling Stockholders") confirm their agreement with Xxxxxxx Xxxxx & Co.,
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated ("Xxxxxxx Xxxxx") and each
of the other U.S. Underwriters named in Schedule A hereto (collectively, the
"U.S. Underwriters," which term shall also include any underwriter substituted
as hereinafter provided in Section 10 hereof), for whom Xxxxxxx Xxxxx, Lazard
Freres & Co. LLC, NationsBanc Xxxxxxxxxx Securities, Inc. and X.X. Xxxxxx
Securities Inc. are acting as representatives (in such capacity, the "U.S.
Representatives"), with respect to the sale by the Selling Stockholders,
acting severally and not jointly, and the purchase by the U.S. Underwriters,
acting severally and not jointly, of the respective numbers of shares of
Common Stock, par value $.01 per share, of the Company (the "Common Stock"),
set forth in said Schedule A, and with respect to the grant by the Selling
Stockholders to the U.S. Underwriters, acting severally and not jointly, of
the option described in Section 2(b) hereof to purchase all or any part of
600,000 additional shares of Common Stock to cover over-allotments, if any.
The aforesaid 4,000,000 shares of Common Stock (the "Initial U.S. Securities")
to be purchased by the U.S. Underwriters and all or any part of the 600,000
shares of Common Stock subject to the option described in Section 2(b) hereof
(the "U.S. Option Securities") are hereinafter called, collectively, the "U.S.
Securities".

It is understood that the Company and the Selling Stockholders are
concurrently entering into an agreement dated the date hereof (the
"International Purchase Agreement") providing for the offering by the Selling
Stockholders of an aggregate of 1,000,000 shares of Common Stock (the
"International Securities") through arrangements with certain underwriters
outside the United States and Canada (the "International Managers"), for which
Xxxxxxx Xxxxx International, Lazard Capital Markets, NationsBanc Xxxxxxxxxx
Securities, Inc. and X.X. Xxxxxx Securities Ltd. are acting as lead managers
(the "Lead Managers"). It is understood that the Selling Stockholders are not
obligated to sell, and the U.S. Underwriters are not obligated to purchase,
any U.S. Securities unless all of the International Securities are
contemporaneously purchased by the International Managers.

The U.S. Underwriters and the International Managers are hereinafter
collectively called the "Underwriters," and the U.S. Securities and the
International Securities are hereinafter collectively called the "Securities."

The Underwriters will concurrently enter into an Intersyndicate Agreement of
even date herewith (the "Intersyndicate Agreement") providing for the
coordination of certain transactions among the Underwriters under the
direction of Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated (in such capacity, the "Global Coordinator").

The Company and the Selling Stockholders understand that the U.S.
Underwriters propose to make a public offering of the U.S. Securities as soon
as the U.S. Representatives deem advisable after this Agreement has been
executed and delivered.

It is understood that concurrently with the offering by the Selling
Stockholders of the Securities, the Company will repurchase from the Selling
Stockholders pursuant to Repurchase Agreements between each of the Selling
Stockholders and the Company (the "Repurchase Agreements") an aggregate of
2,500,000 shares of Common Stock (the "Common Stock Repurchase"). The Company
will finance the Common Stock Repurchase with the proceeds received from its
Amended Credit Facility with Xxxxxx Guaranty Trust Company of New York, as
administrative agent and Xxxxxxx Xxxxx Capital Corporation, as documentation
agent, and certain lenders named therein which consists of (i) a $175 million
five-year amortizing term loan, and (ii) a $200 million five-year revolving
credit facility with a $75 million sublimit for letters of credit. It is
understood that the Selling Stockholders are not obligated to sell, and the
Company is not obligated to purchase, any of the 2,500,000 shares of Common
Stock unless all of the Securities are contemporaneously purchased by the
Underwriters.

The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-1 (No. 333-35715) covering
the registration of the Securities under the Securities Act of 1933, as
amended (the "1933 Act"), including the related preliminary prospectus or
prospectuses. Promptly after execution and delivery of this Agreement, the
Company will either (i) prepare and file a prospectus in accordance with the
provisions of Rule 430A ("Rule 430A") of the rules and regulations of the
Commission under the 1933 Act (the "1933 Act Regulations") and paragraph (b)
of Rule 424 ("Rule 424(b)") of the 1933 Act Regulations or (ii) if the Company
has elected to rely upon Rule 434 ("Rule 434") of the 1933 Act Regulations,
prepare and file a term sheet (a "Term Sheet") in accordance with the
provisions of Rule 434 and Rule 424(b). Two forms of prospectus are to be used
in connection with the offering and sale of the Securities: one relating to
the U.S. Securities (the "Form of U.S. Prospectus") and one relating to the
International Securities (the "Form of International Prospectus"). The Form of
International Prospectus is identical to the Form of U.S. Prospectus, except
for the front cover and back cover page and the information under the caption
"Underwriting." The information included in any such prospectus or in any such
Term Sheet, as the case may be, that was omitted from such registration
statement at the time it became effective but that is deemed to be part of
such registration statement at the time it became effective (a) pursuant to
paragraph (b) of Rule 430A is referred to as "Rule 430A Information" or (b)
pursuant to paragraph (d) of Rule 434 is referred to as "Rule 434
Information." Each Form of U.S. Prospectus and Form of International
Prospectus used before such registration statement became effective, and any
prospectus that omitted, as applicable, the Rule 430A Information or the Rule
434 Information, that was used after such effectiveness and prior to the
execution and delivery of this Agreement, is herein called a "preliminary
prospectus." Such registration statement, including the exhibits thereto and
schedules thereto, at the time it became effective and including the Rule 430A
Information and the Rule 434 Information, as applicable, is herein called the
"Registration Statement." Any registration statement filed pursuant to
Rule 462(b) of the 1933 Act Regulations is herein referred to as the "Rule
462(b) Registration Statement," and after such filing the term "Registration
Statement" shall include the Rule 462(b) Registration Statement. The final
Form of U.S. Prospectus and final Form of International Prospectus in the
forms first furnished to the Underwriters for use in connection with the
offering of the Securities are herein called the "U.S. Prospectus" and the
"International Prospectus," respectively, and collectively, the
"Prospectuses." If Rule 434 is relied on, the term "U.S. Prospectus" and
"International Prospectus" shall refer to the preliminary U.S. Prospectus
dated September 30, 1997 and preliminary International Prospectus dated
September 30, 1997, each together with the applicable Term Sheet and all
references in this Agreement to the date of such Prospectuses shall mean the
date of the applicable Term Sheet. For purposes of this Agreement, all
references to the Registration Statement, any preliminary prospectus, the U.S.
Prospectus, the International Prospectus or any Term Sheet or any amendment

or supplement to any of the foregoing shall be deemed to include the copy
filed by the Company with the Commission pursuant to its Electronic Data
Gathering, Analysis and Retrieval system ("XXXXX").

SECTION 1. Representations and Warranties.

(a) Representations and Warranties by the Company. The Company represents
and warrants to each U.S. Underwriter and Selling Stockholder as of the date
hereof, as of the Closing Time referred to in Section 2(c) hereof, and as of
each Date of Delivery (if any) referred to in Section 2(b) hereof, and agrees
with each U.S. Underwriter, as follows:

(i) Compliance with Registration Requirements. Each of the Registration
Statement and any Rule 462(b) Registration Statement has become effective
under the 1933 Act, and no stop order suspending the effectiveness of the
Registration Statement or any Rule 462(b) Registration Statement has been
issued under the 1933 Act and no proceedings for that purpose have been
instituted or are pending or, to the knowledge of the Company, are
contemplated by the Commission, and any request on the part of the
Commission for additional information has been complied with.

At the respective times the Registration Statement, any Rule 462(b)
Registration Statement and any post-effective amendments thereto became
effective, and at the Closing Time (and, if any U.S. Option Securities are
purchased, at the Date of Delivery), the Registration Statement, the Rule
462(b) Registration Statement and any amendments and supplements thereto
complied and will comply in all material respects with the requirements of
the 1933 Act and the 1933 Act Regulations and did not and will not contain
an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein
not misleading. Neither of the Prospectuses nor any amendments or
supplements thereto (including any prospectus wrapper), at the time any
such Prospectus or any such amendment or supplement was issued and at the
Closing Time (and, if any U.S. Option Securities are purchased, at the Date
of Delivery), included or will include an untrue statement of a material
fact or omitted or will omit to state a material fact necessary in order to
make the statements therein, in the light of the circumstances under which
they were made, not misleading. If Rule 434 is used, the Company will
comply with the requirements of Rule 434 and the Prospectuses shall not be
"materially different," as such term is used in Rule 434, from the
prospectuses included in the Registration Statement at the time it became
effective. The representations and warranties in this subsection shall not
apply to statements in or omissions from the Registration Statement, any
post-effective amendment to the Registration Statement or the
U.S. Prospectus made in reliance upon and in conformity with information
furnished to the Company in writing by any U.S. Underwriter through the
U.S. Representatives or by any Selling Stockholder expressly for use in the
Registration Statement or the U.S. Prospectus.

Each preliminary prospectus and the Prospectuses filed as part of the
Registration Statement as originally filed or as part of any amendment
thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so
filed in all material respects with the 1933 Act Regulations and each
preliminary prospectus and the Prospectuses delivered to the Underwriters
for use in connection with this offering was identical to the
electronically transmitted copies thereof filed by the Company with the
Commission pursuant to XXXXX, except to the extent permitted by Regulation
S-T.

(ii) Independent Accountants. The accountants who certified the financial
statements and supporting schedules included in the Registration Statement
are independent public accountants as required by the 1933 Act and the 1933
Act Regulations.

(iii) Financial Statements. The historical financial statements included
in the Registration Statement and the Prospectuses, together with the
related schedules and notes, present fairly the consolidated financial
position of the Company and its subsidiaries and Brylane, L.P., a Delaware
limited partnership (the "Partnership") at the dates indicated and the
results of their operations, stockholders' equity and cash flow for the
periods specified, except as otherwise stated in the Registration
Statement; the historical financial statements with respect to Xxxxxxxx'x,
Inc. ("Xxxxxxxx'x") included in the Registration Statement and the
Prospectuses, together with the related schedules and notes, present fairly
the financial position of

Xxxxxxxx'x at the dates indicated and the statement of operations,
stockholders' equity and cash flows of Xxxxxxxx'x for the periods
specified, except as otherwise stated in the Registration Statement; the
historical financial statements with respect to the KingSize division of
WearGuard ("KingSize") included in the Registration Statement and the
Prospectuses, together with the related schedules and notes, present fairly
the financial position of KingSize at the dates indicated and the
statements of revenues, expenses and net assets and cash flows of KingSize
for the periods specified, except as otherwise stated in the Registration
Statement; all said financial statements have been prepared in conformity
with generally accepted accounting principles ("GAAP") applied on a
consistent basis throughout the periods involved in all material respects.
The supporting schedules to the historical financial statements included in
the Registration Statement present fairly in accordance with GAAP the
information required to be stated therein. The selected financial data and
the summary financial information included in the Prospectuses present
fairly the information shown therein and have been compiled on a basis
consistent with that of the audited financial statements included in the
Registration Statement. The pro forma financial statements and other pro
forma financial information and the related notes thereto included in the
Registration Statement and the Prospectuses present fairly the information
shown therein, have been prepared in accordance with the Commission's rules
and guidelines with respect to pro forma financial statements and have been
properly compiled on the bases described therein, and, in the opinion of
the Company, the assumptions used in the preparation thereof are reasonable
and the adjustments used therein are appropriate to give effect to the
transactions and circumstances referred to therein, except as otherwise
stated in the Registration Statement.

(iv) No Material Adverse Change in Business. Since the date of the
Prospectuses, except as otherwise stated therein, (A) there has been no
material adverse change in the condition, financial or otherwise, or in the
earnings, business affairs or business prospects of the Company and its
subsidiaries considered as one enterprise, whether or not arising in the
ordinary course of business (a "Material Adverse Effect"), (B) there have
been no transactions entered into by the Company or any of its
subsidiaries, other than those in the ordinary course of business, which
are material with respect to the Company and its subsidiaries considered as
one enterprise, and (C) there has been no dividend or distribution of any
kind declared, paid or made by the Company on any class of its capital
stock.

(v) Good Standing of the Company. The Company has been duly organized and
is validly existing as a corporation in good standing under the laws of the
State of Delaware and has corporate power and authority to own, lease and
operate its properties and to conduct its business and to enter into and
perform its obligations under this Agreement and the International Purchase
Agreement; and the Company is duly qualified as a foreign corporation to
transact business and is in good standing in each other jurisdiction in
which such qualification is required, whether by reason of the ownership or
leasing of property or the conduct of business, except where the failure so
to qualify or to be in good standing would not result in a Material Adverse
Effect.

(vi) Good Standing of Subsidiaries. Each subsidiary of the Company has
been duly organized and is validly existing as a corporation or
partnership, as the case may be, in good standing under the laws of the
jurisdiction of its organization, has the corporate or partnership power
and authority to own, lease and operate its properties and to conduct its
business as described in the Prospectuses and is duly qualified as a
foreign corporation or partnership, as the case may be, to transact
business and is in good standing in each jurisdiction in which such
qualification is required, whether by reason of the ownership or leasing of
property or the conduct of business, except where the failure so to qualify
or to be in good standing would not result in a Material Adverse Effect.
Except as otherwise disclosed in the Registration Statement, (x) all of the
issued and outstanding capital stock of each subsidiary of the Company that
is a corporation has been duly authorized and validly issued, is fully paid
and non-assessable and was not issued in violation of any preemptive rights
arising from operation of law, the charter, by-law or other organizational
document of each such subsidiary or under any agreement to which the
Company or any such subsidiary is a party, (y) all of the issued and
outstanding partnership interests in each such subsidiary of the Company
that is a partnership (including without limitation the Partnership) have
been duly authorized and validly issued and, for United States Federal
income tax purposes, each subsidiary of the Company that is a partnership

(including, without limitation, the Partnership) has been and is currently
classified as a partnership, and not as an association taxable as a
corporation, and (z) all the capital stock and partnership interests of
each subsidiary of the Company is owned by the Company, in each case,
directly or through subsidiaries, free and clear of any security interest,
mortgage, pledge, lien, encumbrance, claim or equity, except as described
in the Prospectuses and except for restrictions on transfer imposed under
federal or state securities law. The only subsidiaries of the Company are
(a) the subsidiaries listed on Exhibit 21.1 to the Registration Statement
and (b) certain other subsidiaries which, considered in the aggregate as a
single subsidiary, do not constitute a "significant subsidiary" as defined
in Rule 1-02 of Regulation S-X.

(vii) Capitalization. The Company had, at the date indicated in the
Prospectus, a capitalization as set forth in the Prospectus in the column
entitled "Historical" under the caption "Capitalization;" at the Closing
Time, the issued and outstanding capital stock of the Company will be as
described in the Prospectus in the column entitled "As Adjusted" under the
caption "Capitalization" (except for issuances after August 2, 1997, if
any, pursuant to reservations, agreements or employee benefit plans
referred to in the Prospectuses). All of the issued and outstanding capital
stock of the Company has been duly authorized and validly issued and is
fully paid and non-assessable and was not issued in violation of any
preemptive right arising by operation of law, under the charter, by-laws or
other organizational document or any document or under any agreement to
which the Company or any of its subsidiaries is a party.

(viii) Authorization of Amended Credit Facility. The Company has the
requisite corporate power and authority to execute, deliver and perform its
obligations under the Amended Credit Facility; the Amended Credit Facility
(A) will be substantially in the form heretofore delivered to the U.S.
Representatives, (B) creates valid and binding obligations of the Company
and (C) is enforceable against the Company in accordance with its terms,
except as enforcement may be limited by bankruptcy, insolvency, moratorium,
reorganization, or other similar laws affecting creditors' rights generally
or by general principles of equity (regardless of whether such enforcement
is considered in a proceeding in equity or at law). The terms of the
Amended Credit Facility conform in all material respects to the description
thereof contained in the Prospectuses.

(ix) Authorization of Repurchase Agreements. The Company has the
requisite corporate power and authority to execute, deliver and perform its
obligations under each of the Repurchase Agreements; each of the Repurchase
Agreements (A) will be substantially in the form heretofore delivered to
the U.S. Representatives, (B) creates valid and binding obligations of the
Company and (C) is enforceable against the Company in accordance with its
terms, except as enforcement may be limited by bankruptcy, insolvency,
moratorium, reorganization, or other similar laws affecting creditors'
rights generally or by general principles of equity (regardless of whether
such enforcement is considered in a proceeding in equity or at law).

(x) Authorization of Agreement. This Agreement and the International
Purchase Agreement have been duly authorized, executed and delivered by the
Company.

(xi) Description of Securities. The Common Stock conforms to the
description thereof under the heading "Description of Capital Stock"
contained in the Prospectuses and such description, insofar as it purports
to be a summary of the instruments defining the rights of holders of the
Common Stock, is accurate and complete; no holder of the Securities is
subject to personal liability exclusively by reason of being such a holder;
and the issuance of the Securities is not subject to the preemptive or
other similar rights of any securityholder of the Company.

(xii) Absence of Defaults and Conflicts. Neither the Company nor any of
its subsidiaries is in violation of its charter or by-laws or other
organizational document or in default in the performance or observance of
any obligation, agreement, covenant or condition contained in the Credit
Agreement, dated as of April 30, 1997 (the "1997 Bank Credit Facility") or,
at the Closing Time, the Amended Credit Facility or in any contract,
indenture, mortgage, deed of trust, loan or credit agreement, note, lease
or other agreement or instrument to which the Company or any of its
subsidiaries is a party or by which it or any of them may be bound, or to
which any of the property or assets of the Company or any of its
subsidiaries is subject

(collectively, "Agreements and Instruments") except for such violations or
defaults that would not result in a Material Adverse Effect; and the
execution, delivery and performance of this Agreement, the International
Purchase Agreement, the Repurchase Agreements, the Amended Credit Facility
and the consummation of the transactions contemplated herein and therein
and in the Registration Statement (including, but not limited to, the
Common Stock Repurchase) and compliance by the Company and its subsidiaries
with their respective obligations hereunder and thereunder have been duly
authorized by all necessary corporate action or partnership action, as the
case may be, and do not and will not, whether with or without the giving of
notice or passage of time or both, conflict with or constitute a breach of,
or default or, a Repayment Event (as defined below) under, or result in the
creation or imposition of any lien, charge or encumbrance ("Lien") upon any
property or assets of the Company or any of its subsidiaries pursuant to
the Agreements and Instruments (except for such conflicts, breaches or
defaults or Liens that would not result in a Material Adverse Effect), nor
will such action result in any violation of the provisions of the charter
or by-laws or other organizational document of the Company or any of its
subsidiaries or, except for violations that would not result in a Material
Adverse Effect, any applicable law, statute, rule, regulation, judgment,
order, writ or decree of any government, government instrumentality or
court, domestic or foreign, having jurisdiction over the Company or any of
its subsidiaries or any of their assets, properties or operations. As used
herein, a "Repayment Event" means any event or condition which gives the
holder of any note, debenture or other evidence of indebtedness (or any
person acting on such holder's behalf) the right to require the repurchase,
redemption or repayment of all or a portion of such indebtedness by the
Company or any of its subsidiaries.

(xiii) Absence of Labor Dispute. No labor dispute with the employees of
the Company or any of its subsidiaries exists or, to the knowledge of the
Company, is imminent, and the Company is not aware of any existing or
imminent labor disturbance by the employees of any of its or any
subsidiary's principal suppliers, manufacturers, customers or contractors,
which, in either case and in any circumstance contemplated by this clause
(xiii), may reasonably be expected to result in a Material Adverse Effect.

(xiv) Absence of Proceedings. There is no action, suit, proceeding,
inquiry or investigation before or brought by any court or governmental
agency or body, domestic or foreign, now pending, or, to the knowledge of
the Company, threatened, against or affecting the Company or any of its
subsidiaries, which is required to be disclosed in the Registration
Statement (other than as disclosed therein), or which might reasonably be
expected to result in a Material Adverse Effect, or which might reasonably
be expected to materially and adversely affect the properties or assets
thereof or the consummation of the Common Stock Repurchase and the
transactions contemplated in this Agreement, the International Purchase
Agreement, the Repurchase Agreements and the Amended Credit Facility or the
performance by the Company of its obligations hereunder or thereunder; the
aggregate of all pending legal or governmental proceedings to which the
Company or any of its subsidiaries is a party or of which any of their
respective property or assets is the subject which are not described in the
Registration Statement, including ordinary routine litigation incidental to
the business, could not reasonably be expected to result in a Material
Adverse Effect.

(xv) Accuracy of Exhibits. There are no contracts or documents of the
Company or any of its subsidiaries which are required to be described in
the Registration Statement or the Prospectuses or to be filed as exhibits
to the Registration Statement by the 1933 Act or by the 1933 Act
Regulations which have not been so described and filed as required.

(xvi) Possession of Intellectual Property. The Company and its
subsidiaries own or possess or have the right to use, or can acquire or
acquire the right to use on reasonable terms, adequate patents, patent
rights, licenses, inventions, copyrights, know-how (including trade secrets
and other unpatented and/or unpatentable proprietary or confidential
information, systems or procedures), trademarks, service marks, trade names
or other intellectual property (collectively, "Intellectual Property")
necessary to carry on the business now operated by them, except where the
failure to own, possess or have the right to use or to have the ability to
acquire or to acquire the right to use any such intellectual property would
not have a Material Adverse Effect and neither the Company nor any of its
subsidiaries has received any notice or is otherwise aware of any
infringement of or conflict with asserted rights of others with respect to
any Intellectual Property or of any facts or circumstances which would
render any Intellectual Property invalid or inadequate

to protect the interest of the Company or any of its subsidiaries therein,
and which infringement or conflict (if the subject of any unfavorable
decision, ruling or finding) or invalidity or inadequacy, singly or in the
aggregate, would result in a Material Adverse Effect. To the best knowledge
of the Company, the continued use of the trademarks (the "Trademarks")
transferred or licensed to the Company or its subsidiaries pursuant to a
Trademark License Agreement with Lanco, Inc., Lernco, Inc., Limited Stores,
Inc. Lane Xxxxxx, Inc., Lane Xxxxxx Direct Holding, Inc. and the
Partnership (the "Trademark Agreement"), an asset purchase agreement with
CDM Corp. (the "CDM Agreement"), an agreement and license of trademarks
agreement with The TJX Companies, Inc. ("TJX"), Xxxxxxxx'x and CDM Corp.
(the "CDM Trademark Agreement"), a Trademark License Agreement with TJX
(the "TJX Trademark Agreement"), and the License Agreement with Sears Shop
at Home Services, Inc. which enables the Company or its subsidiaries to
market its catalogs under the Sears name to Sears, Xxxxxxx & Co. customers
(the "Sears Agreement") (as such Trademarks have heretofore been used by
the business and as currently planned by the Company) will not result in
any infringement of the rights of others in the United States, and the
Company has no knowledge of any such claim as to the Trademarks transferred
or licensed to the Company pursuant to the Trademark Agreement, the CDM
Agreement, the CDM Trademark Agreement, the TJX Trademark Agreement, or the
Sears Agreement registered in any foreign countries. As of the date hereof,
to the best of the knowledge of the Company, (x) affiliates of The Limited,
Inc. are the owners of such Trademarks transferred or licensed to the
Company pursuant to the Trademark Agreement in the United States,
(y) affiliates of Sears are the owners of such Trademarks licensed to the
Company pursuant to the Sears Agreement in the United States, and (z)
affiliates of TJX are the owners of such Trademarks transferred or licensed
to the Company pursuant to the CDM Agreement, the CDM Trademark Agreement
and the TJX Trademark Agreement, and, as of the date hereof, the Company
has no knowledge of any claim by any other person that such other person is
the legal owner of the Trademarks and to the best knowledge of the Company,
affiliates of The Limited, Inc., TJX or Sears, as the case may be, have not
granted any license or right to any other person to use any Trademarks in
connection with a mail-order catalog business for women's and men's special
size apparel, off-price women's apparel, moderately priced fashion apparel
and related accessories.

(xvii) Absence of Further Requirements. No filing with, or authorization,
approval, consent, license, order, registration, qualification or decree
of, any court or governmental authority or agency is necessary or required
in connection with the sale of the Securities under this Agreement, the
International Purchase Agreement and the Repurchase Agreements or the
consummation of the transactions contemplated by this Agreement, the
International Purchase Agreement, the Repurchase Agreements and the Amended
Credit Facility, except (x) such as have been already obtained or as may be
required under the 1933 Act or the 1933 Act Regulations or state securities
laws, (y) such as have been obtained or may be required under the laws and
regulations of jurisdictions outside the United States in which the
International Securities are offered or (z) those that if not obtained
would not reasonably be expected to result in a Material Adverse Effect.

(xviii) Possession of Licenses and Permits. The Company and its
subsidiaries possess such permits, licenses, approvals, consents,
certificates and other authorizations (collectively, "Governmental
Licenses") issued by the appropriate federal, state, local or foreign
regulatory agencies or bodies necessary to conduct the business now
operated by them, except where the failure to own or possess such permits,
licenses, approvals, consents, certificates, or other authorizations would
not have a Material Adverse Effect; the Company and its subsidiaries are in
compliance with the terms and conditions of all such Governmental Licenses,
except where the failure so to comply would not, singly or in the
aggregate, have a Material Adverse Effect; all of the Governmental Licenses
are valid and in full force and effect, except when the invalidity of such
Governmental Licenses or the failure of such Governmental Licenses to be in
full force and effect would not have a Material Adverse Effect; and neither
the Company nor any of its subsidiaries has received any notice of
proceedings relating to the revocation or modification of any such
Governmental Licenses which, singly or in the aggregate, if the subject of
an unfavorable decision, ruling or finding, would result in a Material
Adverse Effect.

(xix) Title to Property. The Company and its subsidiaries have good and
marketable title to all real property owned by the Company and its
subsidiaries, as applicable, and good title to all other properties owned
by them, in each case, free and clear of all mortgages, pledges, liens,
security interests, claims, restrictions or encumbrances of any kind,
except such as (a) are described in the Prospectuses or (b) do not, singly
or in the aggregate, materially affect the value of such property and do
not interfere with the use made and proposed to be made of such property by
the Company or any of its subsidiaries; and all of the leases and subleases
material to the business of the Company and any of its subsidiaries,
considered as one enterprise, and under which the Company or any of its
subsidiaries holds properties described in the Prospectuses, are in full
force and effect, and, except as would not, singly or in the aggregate,
result in a Material Adverse Effect, neither the Company nor any of its
subsidiaries has any notice of any claim of any sort that has been asserted
by anyone adverse to the rights of the Company or any of its subsidiaries
under any of the leases or subleases mentioned above, or affecting or
questioning the rights of the Company or any of its subsidiaries to the
continued possession of the leased or subleased premises under any such
lease or sublease.

(xx) Investment Company Act. The Company is not, and upon the sale of the
Securities and the Common Stock Repurchase as herein contemplated will not
be, an "investment company" or an entity "controlled" by an "investment
company" as such terms are defined in the Investment Company Act of 1940,
as amended (the "1940 Act").

(xxi) Environmental Laws. Except as described in the Registration
Statement and except as would not, singly or in the aggregate, result in a
Material Adverse Effect, (A) neither the Company nor any of its
subsidiaries are in violation of any federal, state, local or foreign
statute, law, rule, regulation, ordinance, code or rule of common law or
any judicial or administrative interpretation thereof, including any
judicial or administrative order, consent, decree or judgment, relating to
pollution or protection of human health, the environment (including,
without limitation, ambient air, surface water, groundwater, land surface
or subsurface strata) or wildlife, including, without limitation, laws and
regulations relating to the release or threatened release of chemicals,
pollutants, contaminants, wastes, toxic substances, hazardous substances,
petroleum or petroleum products (collectively, "Hazardous Materials") or to
the manufacture, processing, distribution, use, treatment, storage,
disposal, transport or handling of Hazardous Materials (collectively,
"Environmental Laws"), (B) the Company and its subsidiaries have all
permits, authorizations and approvals required under any applicable
Environmental Laws and are each in compliance with their requirements, (C)
there are no pending or, to the best knowledge of the Company, threatened
administrative, regulatory or judicial actions, suits, demands, demand
letters, claims, liens, notices of noncompliance or violation,
investigation or proceedings relating to any Environmental Law against the
Company or any of its subsidiaries and (D) there are no events or
circumstances that might reasonably be expected to form the basis of an
order for clean-up or remediation, or an action, suit or proceeding by any
private party or governmental body or agency, against or affecting the
Company or any of its subsidiaries relating to Hazardous Materials or any
Environmental Laws.

(xxii) Registration Rights. There are no persons with registration rights
or other similar rights, other than disclosed in the Registration
Statement, to have any securities registered pursuant to the Registration
Statement or otherwise registered by the Company under the 1933 Act.

(xxiii) Filings of Tax Returns. The Company and its subsidiaries have
duly and properly filed, or will duly and properly file, on a timely basis,
all tax returns (including, without limitation, Federal, state, local and
foreign returns) which were or will be required to be filed by them for all
periods ending on or before the Closing Time or including the Closing Time.
To the best knowledge of the Company, after due inquiry, all such tax
returns and amendments thereto are (or will be) true, correct and complete
in all material respects when filed. All material taxes (including, without
limitation, withholding taxes, penalties and interest) due and payable by
the Company and its subsidiaries have been (or will be) paid, other than
those being contested in good faith and for which an adequate reserve or
accrual has been established in accordance with generally accepted
accounting principles. The Company is not aware of any audit by a tax
authority that is pending or threatened with respect to any such tax
returns that would, singly or in the

aggregate, result in a Material Adverse Effect. No material deficiency or
adjustment for any taxes has been proposed, asserted, assessed or, to the
knowledge of the Company, threatened against the Company or its
subsidiaries. There are no tax liens upon any of the properties or assets,
real or personal, tangible or intangible, of the Company or any of its
subsidiaries, except for statutory liens for taxes not yet due or
delinquent.

(xxiv) Maintenance of Internal Controls. The Company and its subsidiaries
maintain a system of internal accounting controls sufficient to provide
reasonable assurances that (A) transactions are executed in accordance with
management's general or specific authorization, (B) transactions are
recorded as necessary to permit preparation of financial statements in
conformity with generally accepted accounting principles and to maintain
accountability for assets, (C) access to assets is permitted only in
accordance with management's general or specific authorization, and (D) the
recorded accountability for assets is compared with the existing assets at
reasonable intervals and appropriate action is taken with respect to any
differences.

(xxv) Maintenance of Insurance. The Company and its subsidiaries maintain
insurance of the types of and in the amounts that are reasonable for the
business conducted by them.

(xxvi) No Violations of Regulations G, T, U or X. Neither the sale or
delivery of the Securities nor the Common Stock Repurchase will violate
Regulations G, T, U, or X of the Board of Governors of the Federal Reserve
System or any other regulation of such Board of Governors.

(xxvii) No Violation. The consummation by the Company and the Selling
Stockholders of the Common Stock Repurchase will not result in any
violation of the General Corporation Law of the State of Delaware.

(xxviii) No Violation of Regulation M. The Company has not taken any
action that would violate Rule 102 of Regulation M of the 1934 Act.

(xxix) Listing. The Common Stock is listed on the New York Stock Exchange
and has been registered under Section 12(b) of the Securities Exchange Act
of 1934, as amended.

(b) Representations and Warranties by the Major Selling Stockholders. Each
of FS Equity Partners II, L.P., a California limited partnership ("FSEP II"),
FS Equity Partners III, L.P., a Delaware limited partnership ("FSEP III"), FS
Equity Partners International, L.P., a Delaware limited partnership ("FSEP
International"), M & P Distributing Co., a Nevada corporation ("M & P
Distributing Co."), and Xxxxxxx X. Xxxxxxx (collectively referred to herein as
the "Major Selling Stockholders"), solely in such Major Selling Stockholder's
capacity as a Major Selling Stockholder, severally and not jointly, represents
and warrants to each U.S. Underwriter and the Company as of the date hereof,
as of the Closing Time referred to in Section 2(c) hereof, and as of each Date
of Delivery (if any) referred to in Section 2(b) hereof, and agrees with each
U.S. Underwriter, as to itself as follows:

(i) Good and Marketable Title. Such Major Selling Stockholder has good
and valid title to the Securities being sold by it pursuant to this
Agreement and the International Purchase Agreement, free and clear of all
liens, encumbrances, security interests and claims whatsoever; and upon
sale and delivery of, and payment for, such Securities, as provided herein
and the International Purchase Agreement, at the Closing Time, such Major
Selling Stockholder will convey to the Underwriters good and valid title to
such Securities, free and clear of all liens, encumbrances, security
interests and claims whatsoever. Upon sale and delivery of, and payment
for, such Securities, as provided herein and in the International Purchase
Agreement, and provided that the Global Coordinator does not have notice of
any "adverse claim" (within the meaning of Article 8 of the Uniform
Commercial Code of the State of New York), the Global Coordinator will be a
"protected purchaser" (within the meaning of Article 8 of the Uniform
Commercial Code of the State of New York) with respect to the Securities
and will acquire the Securities free of any "adverse claim (within the
meaning of Article 8 of the Uniform Commercial Code of the State of New
York)".

(ii) Authorization of Agreements. Such Major Selling Stockholder has the
full right, power and authority to enter into this Agreement, the
International Purchase Agreement and the applicable Repurchase Agreement
(and in the case of Xxxxxxx X. Xxxxxxx, the Power of Attorney and Custody
Agreement with Xxxxxxxxxx, Sandler, Kohl, Xxxxxx & Xxxxxx ("Lowenstein")
(the "Xxxxxxx Power of Attorney and Custody Agreement")) and to sell,
transfer and deliver the Securities to be sold by such Major Selling
Stockholder hereunder and thereunder. The execution and delivery of this
Agreement, the International Purchase Agreement and the applicable
Repurchase Agreement (and in the case of Xxxxxxx X. Xxxxxxx, the Xxxxxxx
Power of Attorney and Custody Agreement) and the sale and delivery of the
Securities to be sold by such Major Selling Stockholder and the
consummation of the transactions contemplated herein and therein and
compliance by such Major Selling Stockholder with its obligations hereunder
and thereunder have been duly authorized by such Major Selling Stockholder
and do not and will not, whether with or without the giving of notice or
passage of time or both, conflict with or constitute a breach of, or
default under, or result in the creation or imposition of any tax, lien,
charge or encumbrance upon the Securities to be sold by such Major Selling
Stockholder pursuant to any contract, indenture, mortgage, deed of trust,
loan or credit agreement, note, license, lease or other agreement or
instrument to which such Major Selling Stockholder is a party or by which
such Major Selling Stockholder may be bound, or to which any of the
property or assets of such Major Selling Stockholder is subject, nor will
such action result in any violation of the provisions of the charter or by-
laws or other organizational instrument of such Major Selling Stockholder,
if applicable, or any applicable treaty, law, statute, rule, regulation,
judgment, order, writ or decree of any government, government
instrumentality or court, domestic or foreign, having jurisdiction over
such Major Selling Stockholder or any of its properties, except for such
breaches, defaults, taxes, liens, charges, encumbrances or violations that
would not have a material adverse effect on the ability of such Major
Selling Stockholder to consummate the transactions contemplated by this
Agreement, the International Purchase Agreement or the applicable
Repurchase Agreement, or its ability to sell, transfer and deliver the
Securities to be sold by such Major Selling Stockholder hereunder and
thereunder.

(iii) Accurate Disclosure.

(A) To the actual knowledge of FSEP II, FSEP III, FSEP International
and Xxxxxxx X. Xxxxxxx, without independent investigation, the
representations and warranties of the Company contained in Section 1(a)
hereof are true and correct; with respect solely to FSEP II, FSEP III,
FSEP International and Xxxxxxx X. Xxxxxxx, such Major Selling
Stockholder has reviewed the Registration Statement and the
Prospectuses, and such part of the Registration Statement and the
Prospectuses comprising information under the caption "Principal and
Selling Stockholders" which specifically relates to such Major Selling
Stockholder will not, at the date the Registration Statement becomes
effective, contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to
make the statements therein not misleading and, at the date of the
Prospectuses, at the Closing Time and at each Date of Delivery (if
any), will not contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under
which they are made, not misleading.

(B) With respect solely to M & P Distributing Co., such parts of the
Registration Statement and the Prospectuses comprising information
under the caption "Principal and Selling Stockholders" which
specifically relates to such Selling Stockholder, will not, at the date
the Registration Statement becomes effective, contain any untrue
statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not
misleading, and, at the date of the Prospectuses, at the Closing Time
and at each Date of Delivery (if any), will not contain any untrue
statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they are made, not
misleading.

Agreement, the International Purchase Agreement and the applicable
Repurchase Agreement or the consummation of the transactions contemplated
by this Agreement, the International Purchase Agreement and the applicable
Repurchase Agreement by such Major Selling Stockholder, except (x) such as
have been already obtained or as may be required under the 1933 Act or the
1933 Act Regulations or state securities laws, (y) such as have been
obtained or may be required under the laws and regulations of jurisdictions
outside the United States in which the International Securities are offered
or (z) those that if not obtained would not reasonably be expected to have
a material adverse effect on the ability of such Major Selling Stockholder
to consummate the transactions contemplated by this Agreement, the
International Purchase Agreement or the applicable Repurchase Agreement, or
its ability to sell, transfer or deliver the Securities to be sold by such
Major Selling Stockholder hereunder and thereunder.

(v) Absence of Manipulation. Such Major Selling Stockholder has not taken
and will not take, directly or indirectly, any action designed to or which
has constituted or which might reasonably be expected to cause or result
under the 1934 Act or otherwise, in stabilization or manipulation of the
price of any security of the Company to facilitate the sale or resale of
the Securities.

(vi) No Violation of Regulation M. Such Major Selling Stockholder has not
taken any action that would violate Rule 102 of Regulation M of the 1934
Act.

(vii) Certificates Suitable for Transfer. Solely as to Xxxxxxx X.
Xxxxxxx, certificates for all of the Securities to be sold by such Major
Selling Stockholder pursuant to this Agreement, in suitable form for
transfer by delivery or accompanied by duly executed instruments of
transfer or assignment in blank with signatures guaranteed, have been
placed in custody with the Custodian with irrevocable conditional
instructions to deliver such Securities to the Underwriters pursuant to
this Agreement.

(viii) Form W-9. In order to document the Underwriters' compliance with
the reporting and withholdings provisions of the Tax Equity and Fiscal
Responsibility Act of 1982 with respect to the transactions herein
contemplated, such Major Selling Stockholder will deliver to the U.S.
Representatives prior to or at the Closing Time a properly completed and
executed United States Treasury Department Form W-9 (or other applicable
form or statement specified by Treasury Department regulations in lieu
thereof).

(c) Representations and Warranties by the Non-Major Selling
Stockholders. Each of NYNEX Master Trust, a trust governed by the laws of the
State of New York ("NYNEX"), Leeway & Co., a Massachusetts partnership, as
nominee for the Long-Term Investment Trust, a trust governed by the laws of
the State of New York ("Leeway & Co."), ARAMARK/Gall's Group, Inc.
("Aramark"), and TJX (collectively referred to herein as the "Non-Major
Selling Stockholders"), solely in such Non-Major Selling Stockholder's
capacity as a Non-Major Selling Stockholder, severally and not jointly,
represents and warrants to each U.S. Underwriter and the Company as of the
date hereof, as of the Closing Time referred to in Section 2(c) hereof, and as
of each Date of Delivery (if any) referred to in Section 2(b) hereof, and
agrees with each U.S. Underwriter, as to itself as follows:

(i) Good and Marketable Title. Such Non-Major Selling Stockholder has
(and in the case of TJX, upon conversion of the $20 million principal
amount Convertible Subordinated Note payable by the Company to TJX (the
"Note") in accordance with the Power of Attorney and Custody Agreement
between TJX and Xxxxxxxxxx (the "TJX Power of Attorney and Custody
Agreement") will have) good and valid title to the Securities being sold by
it pursuant to this Agreement and the International Purchase Agreement,
free and clear of all liens, encumbrances, security interests and claims
whatsoever; and upon sale and delivery of, and payment for, such
Securities, as provided herein and the International Purchase Agreement, at
the Closing Time, such Non-Major Selling Stockholder will convey to the
Underwriters good and valid title to such Securities, free and clear of all
liens, encumbrances, security interests and claims whatsoever. Upon sale
and delivery of, and payment for, such Securities, as provided herein and
in the International Purchase Agreement, and provided that the Global
Coordinator does not have notice of any "adverse claim" (within the meaning
of Article 8 of the Uniform Commercial Code of the State of New York), the
Global Coordinator will be a "protected purchaser" (within the meaning of
Article 8 of the Uniform

Commercial Code of the State of New York) with respect to the Securities
and will acquire the Securities free of any "adverse claim" (within the
meaning of Article 8 of the Uniform Commercial Code of the State of New
York).

(ii) Authorization of Agreements. Such Non-Major Selling Stockholder has
the full right, power and authority to enter into this Agreement, the
International Purchase Agreement, the applicable Repurchase Agreement and
the applicable Power of Attorney and Custody Agreement with Xxxxxxxxxx (the
"Power of Attorney and Custody Agreement") and to sell, transfer and
deliver the Securities to be sold by such Non-Major Selling Stockholder
hereunder and thereunder. The execution and delivery of this Agreement, the
International Purchase Agreement, the applicable Repurchase Agreement and
the applicable Power of Attorney and Custody Agreement and the sale and
delivery of the Securities to be sold by such Non-Major Selling Stockholder
and the consummation of the transactions contemplated herein and therein
and compliance by such Non-Major Selling Stockholder with its obligations
hereunder and thereunder have been duly authorized by such Non-Major
Selling Stockholder and do not and will not, whether with or without the
giving of notice or passage of time or both, conflict with or constitute a
breach of, or default under, or result in the creation or imposition of any
tax, lien, charge or encumbrance upon the Securities to be sold by such
Non-Major Selling Stockholder pursuant to any contract, indenture,
mortgage, deed of trust, loan or credit agreement, note, license, lease or
other agreement or instrument to which such Non-Major Selling Stockholder
is a party or by which such Non-Major Selling Stockholder may be bound, or
to which any of the property or assets of such Non-Major Selling
Stockholder is subject, nor will such action result in any violation of the
provisions of the charter or by-laws or other organizational instrument of
such Non-Major Selling Stockholder, if applicable, or any applicable
treaty, law, statute, rule, regulation, judgment, order, writ, or decree of
any government, government instrumentality or court, domestic or foreign,
having jurisdiction over such Non-Major Selling Stockholder or any of its
properties, except for such breaches, defaults, taxes, liens, charges,
encumbrances or violations that would not have a material adverse effect on
the ability of such Non-Major Selling Stockholder to consummate the
transactions contemplated by this Agreement, the International Purchase
Agreement, the applicable Repurchase Agreement, or the applicable Power of
Attorney and Custody Agreement, or its ability to sell, transfer and
deliver the Securities to be sold by such Non-Major Selling Stockholder
hereunder and thereunder.

(iii) Accurate Disclosure. Such parts of the Registration Statement and
the Prospectuses comprising information under the caption "Principal and
Selling Stockholders" which specifically relates to such Non-Major Selling
Stockholder, will not, at the date the Registration Statement becomes
effective, contain any untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the
statements therein not misleading, and, at the date of the Prospectuses, at
the Closing Time and at each Date of Delivery (if any), will not contain
any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they are made, not misleading.

(iv) Absence of Further Requirements. No filing with, or authorization,
approval, consent, license, order, registration, qualification or decree
of, any court or governmental authority or agency is necessary or required
in connection with the sale of the Securities by such Non-Major Selling
Stockholder under this Agreement, the International Purchase Agreement and
the applicable Repurchase Agreement or the consummation of the transactions
contemplated by this Agreement, the International Purchase Agreement, the
applicable Repurchase Agreement and the applicable Power of Attorney and
Custody Agreement, except (x) such as have been already obtained or as may
be required under the 1933 Act or the 1933 Act Regulations or state
securities laws, (y) such as have been obtained or may be required under
the laws and regulations of jurisdictions outside the United States in
which the International Securities are offered or (z) those that if not
obtained would not reasonably be expected to have a material adverse effect
on the ability of such Non-Major Selling Stockholder to consummate the
transactions contemplated by this Agreement, the International Purchase
Agreement, the applicable Repurchase Agreement or the applicable Power of
Attorney and Custody Agreement, or its ability to sell, transfer or deliver
the Securities to be sold by such Non-Major Selling Stockholder hereunder
and thereunder.

(v) Absence of Manipulation. Such Non-Major Selling Stockholder has not
taken and will not take, directly or indirectly, any action designed to or
which has constituted or which might reasonably be expected to cause or
result under the 1934 Act or otherwise, in stabilization or manipulation of
the price of any security of the Company to facilitate the sale or resale
of the Securities.

(vi) No Violation of Regulation M. Such Non-Major Selling Stockholder has
not taken any action that would violate Rule 102 of Regulation M of the
1934 Act.

(vii) Due Execution of Power of Attorney and Custody Agreement. Such Non-
Major Selling Stockholder has duly executed and delivered, in the form
heretofore furnished to the U.S. Representatives, the Power of Attorney and
Custody Agreement with Xxxxxxxxxx as attorney-in-fact (the "Attorney-in-
Fact"); the Attorney-in-Fact is authorized to deliver or cause to be
delivered the Securities to be sold by such Non-Major Selling Stockholder
hereunder, the International Purchase Agreement and the applicable
Repurchase Agreement and to accept or direct payment therefor, to execute
and deliver this Agreement, the International Purchase Agreement and the
applicable Repurchase Agreement and the certificate referred to in Section
5(i) on behalf of such Non-Major Selling Stockholder), to sell, assign and
transfer to the U.S. Underwriters the U.S. Securities to be sold by such
Non-Major Selling Stockholder hereunder, to determine the purchase price to
be paid by the U.S. Underwriters to such Non-Major Selling Stockholder as
provided in Section 2(a) hereof, and otherwise to act on behalf of such
Non-Major Selling Stockholder in connection with this Agreement, the
International Purchase Agreement and the applicable Repurchase Agreement.
The representations and warranties of such Non-Major Selling Stockholder in
the applicable Power of Attorney and Custody Agreement are, and at the
Closing Time and as of each Date of Delivery (if any) will be, true and
correct. The parties hereto agree that the Attorney-in-Fact shall have no
liability as a result of any inaccuracy or breach of a representation or
warranty by any Non-Major Selling Stockholder.

(viii) Certificates Suitable for Transfer. Certificates for all of the
Securities to be sold by such Non-Major Selling Stockholder pursuant to
this Agreement, in suitable form for transfer by delivery or accompanied by
duly executed instruments of transfer or assignment in blank with
signatures guaranteed, have been placed in custody with the Custodian with
irrevocable conditional instructions to deliver such Securities to the
Underwriters pursuant to this Agreement (in the case of TJX, the Note has
been placed in such custody with appropriate conversion power pursuant to
the TJX Power of Attorney and Custody Agreement).

(ix) Form W-9. In order to document the Underwriters' compliance with the
reporting and withholdings provisions of the Tax Equity and Fiscal
Responsibility Act of 1982 with respect to the transactions herein
contemplated, such Non-Major Selling Stockholder will deliver to the
U.S. Representatives prior to or at the Closing Time a properly completed
and executed United States Treasury Department Form W-9 (or other
applicable form or statement specified by Treasury Department regulations
in lieu thereof).

(d) Officer's Certificates. Any certificate signed by any officer of the
Company or any of its subsidiaries delivered to the Global Coordinator, the
U.S. Representatives or to counsel for the U.S. Underwriters shall be deemed a
representation and warranty by the Company to each U.S. Underwriter and to
each Selling Stockholder as to the matters covered thereby, without personal
liability for the officer signing such certificate; and any certificate signed
by or on behalf of any Selling Stockholder as such and delivered to the Global
Coordinator, the U.S. Representatives or to counsel for the U.S. Underwriters
pursuant to the terms of this Agreement shall be deemed a representation and
warranty by such Selling Stockholder to the Company and to the
U.S. Underwriters as to the matters covered thereby without personal liability
therefor except where such certificate is executed by or on behalf of such
Selling Stockholder in such Selling Stockholder's individual capacity,
provided, however, that the Attorney-in-Fact shall have no liability as to the
matters covered by any such certificate.

SECTION 2. Sale and Delivery to Underwriters; Closing.

(a) Initial U.S. Securities. On the basis of the representations and
warranties herein contained and subject to the terms and conditions herein set
forth, each Selling Stockholder, severally and not jointly, agrees to sell, at
the price per share set forth in Schedule B, to each U.S. Underwriter, the
number of Initial U.S. Securities set forth in Schedule C opposite the name of
such Selling Stockholder, and each U.S. Underwriter, severally and not
jointly, agrees to purchase, at the price per share set forth in Schedule B,
from each Selling Stockholder the number of Initial U.S. Securities set forth
in Schedule A opposite the name of such U.S. Underwriter, plus any additional
number of Initial U.S. Securities which such U.S. Underwriter may become
obligated to purchase pursuant to the provisions of Section 10 hereof subject,
in each case, to such adjustments among the U.S. Underwriters as the U.S.
Representatives in their sole discretion shall make to eliminate any sales or
purchases of fractional securities.

(b) U.S. Option Securities. In addition, on the basis of the representations
and warranties herein contained and subject to the terms and conditions herein
set forth, the Selling Stockholders, severally and not jointly, grant an
option to each U.S. Underwriter, severally and not jointly, to purchase up to
the additional number of shares of Common Stock set forth in Schedule C
opposite the name of the Selling Stockholders under the heading "Number of
U.S. Option Securities" at the price per share set forth in Schedule B, less
an amount per share equal to any dividends or distributions declared by the
Company and payable on the Initial U.S. Securities but not payable on the U.S.
Option Securities. The option hereby granted will expire 30 days after the
date hereof and may be exercised in whole or in part from time to time only
for the purpose of covering over-allotments which may be made in connection
with the offering and distribution of the Initial U.S. Securities upon written
notice by the Global Coordinator to the Company and the Attorney-in-Fact
setting forth the number of U.S. Option Securities as to which the several
U.S. Underwriters are then exercising the option and the time and date of
payment and delivery for such U.S. Option Securities. Any such time and date
of delivery for the U.S. Option Securities (a "Date of Delivery") shall be
determined by the Global Coordinator, but shall not be later than seven full
business days after the exercise of said option, nor in any event prior to the
Closing Time, as hereinafter defined, unless otherwise agreed by the Global
Coordinator, the Company and the Selling Stockholders. If the option is
exercised as to all or any portion of the U.S. Option Securities, each of the
U.S. Underwriters, acting severally and not jointly, will purchase that
proportion of the total number of U.S. Option Securities then being purchased
which the number of Initial U.S. Securities set forth in Schedule A opposite
the name of such U.S. Underwriter bears to the total number of Initial U.S.
Securities, subject in each case to such adjustments as the Global Coordinator
in its discretion shall make to eliminate any sales or purchases of fractional
shares.

(c) Payment. Payment of the purchase price for, and delivery of certificates
for, the Initial U.S. Securities shall be made at the offices of Skadden,
Arps, Slate, Xxxxxxx & Xxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000, or at
such other place as shall be agreed upon by the Global Coordinator, the
Company and the Selling Stockholders, at 10:00 A.M. (Eastern time) on the
third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any
given day) business day after the date hereof (unless postponed in accordance
with the provisions of Section 10), or such other time not later than ten
business days after such date as shall be agreed upon by the Global
Coordinator, the Company and the Selling Stockholders (such time and date of
payment and delivery being herein called "Closing Time").

In addition, in the event that any or all of the U.S. Option Securities are
purchased by the U.S. Underwriters, payment of the purchase price for, and
delivery of certificates for, such U.S. Option Securities shall be made at the
above-mentioned offices, or at such other place as shall be agreed upon by the
Global Coordinator, the Company and the Selling Stockholders, on each Date of
Delivery as specified in the written notice from the Global Coordinator to the
Company and the Attorney-in-Fact.

Payment shall be made by the U.S. Underwriters to the Selling Stockholders
other than M & P Distributing Co. and the FS Stockholders (as defined herein)
by wire transfer of immediately available funds to bank accounts designated in
writing by the Attorney-in-Fact pursuant to each Selling Stockholder's Power
of Attorney and

Custody Agreement against delivery to the U.S. Representatives for the
respective accounts of the U.S. Underwriters of certificates for the U.S.
Securities to be purchased by them. In the case of M & P Distributing Co. and
the FS Stockholders, payment shall be made by the U.S. Underwriters to each of
M & P Distributing Co. and the FS Stockholders by wire transfer of immediately
available funds to their respective bank accounts designated in writing by
each of them against delivery to the U.S. Representatives for the respective
accounts of the U.S. Underwriters of certificates for the U.S. Securities to
be purchased by them. It is understood that each U.S. Underwriter has
authorized the U.S. Representatives, for its account, to accept delivery of,
receipt for, and make payment of the purchase price for, the Initial U.S.
Securities and the U.S. Option Securities, if any, which it has agreed to
purchase. Xxxxxxx Xxxxx, individually and not as representative of the
U.S. Underwriters, may (but shall not be obligated to) make payment of the
purchase price for the Initial U.S. Securities or the U.S. Option Securities,
if any, to be purchased by any U.S. Underwriter whose funds have not been
received by the Closing Time or the relevant Date of Delivery, as the case may
be, but such payment shall not relieve such U.S. Underwriter from its
obligations hereunder.

(d) Denominations; Registration. Certificates for the Initial U.S.
Securities and the U.S. Option Securities, if any, shall be in such
denominations and registered in such names as the U.S. Representatives may
request in writing at least two full business days before the Closing Time or
the relevant Date of Delivery, as the case may be. The certificates for the
Initial U.S. Securities and the U.S. Option Securities, if any, will be made
available for examination and packaging by the U.S. Representatives in The
City of New York not later than 10:00 A.M. (Eastern time) on the business day
prior to the Closing Time or the relevant Date of Delivery, as the case may
be.

SECTION 3. Covenants of the Company. The Company covenants with each U.S.
Underwriter and each Selling Stockholder as follows:

(a) Compliance with Securities Regulations and Commission Requests. The
Company, subject to Section 3(b), will comply with the requirements of Rule
430A or Rule 434, as applicable, and will notify the Global Coordinator and
the Attorney-in-Fact immediately, and confirm the notice in writing, (i) when
any post-effective amendment to the Registration Statement shall become
effective, or any supplement to the Prospectuses or any amended Prospectuses
shall have been filed, (ii) of the receipt of any comments from the
Commission, (iii) of any request by the Commission for any amendment to the
Registration Statement or any amendment or supplement to the Prospectuses or
for additional information, and (iv) of the issuance by the Commission of any
stop order suspending the effectiveness of the Registration Statement or of
any order preventing or suspending the use of any preliminary prospectus, or
of the suspension of the qualification of the Securities for offering or sale
in any jurisdiction, or of the initiation or threatening of any proceedings
for any of such purposes. The Company will promptly effect any filings
necessary pursuant to Rule 424(b) and will take such steps as it deems
necessary to ascertain promptly whether the form of prospectus transmitted for
filing under Rule 424(b) was received for filing by the Commission and, in the
event that it was not, it will promptly file such prospectus. The Company will
make every reasonable effort to prevent the issuance of any stop order and, if
any stop order is issued, to obtain the lifting thereof at the earliest
possible moment.

(b) Filing of Amendments. The Company will give the Global Coordinator and
the Attorney-in-Fact notice of its intention to file or prepare any amendment
to the Registration Statement (including any filing under Rule 462(b)), any
Term Sheet or any amendment, supplement or revision to either the prospectus
included in the Registration Statement at the time it became effective or to
the Prospectuses, will furnish the Global Coordinator and the Selling
Stockholders with copies of any such documents a reasonable amount of time
prior to such proposed filing or use, as the case may be, and will not file or
use any such document to which the Global Coordinator and the Selling
Stockholders or counsel for the U.S. Underwriters shall reasonably object.

(c) Delivery of Registration Statements. The Company has furnished or will
deliver to the U.S. Representatives and counsel for the U.S. Underwriters, and
to the Selling Stockholders and counsel for the Selling Stockholders, without
charge, copies of the Registration Statement as originally filed and of each
amendment thereto (including exhibits filed therewith or incorporated by
reference therein) and copies of all

consents and certificates of experts, and will also deliver to the U.S.
Representatives, without charge, a copy of the Registration Statement as
originally filed and of each amendment thereto (without exhibits) for each of
the Underwriters. The copies of the Registration Statement and each amendment
thereto furnished to the U.S. Underwriters will be identical to the
electronically transmitted copies thereof filed by the Company with the
Commission pursuant to XXXXX, except to the extent permitted by Regulation S-
T.

(d) Delivery of Prospectuses. The Company has furnished or will deliver to
each U.S. Underwriter and each Selling Stockholder, without charge, as many
copies of each preliminary prospectus as such U.S. Underwriter or such Selling
Stockholder reasonably requested, and the Company hereby consents to the use
of such copies for purposes permitted by the 1933 Act. The Company will
furnish to each U.S. Underwriter, without charge, during the period when the
U.S. Prospectus is required to be delivered under the 1933 Act or the
Securities Exchange Act of 1934 (the "1934 Act"), such number of copies of the
U.S. Prospectus (as amended or supplemented) as such U.S. Underwriter may
reasonably request for the purposes contemplated by the 1933 Act or the 1934
Act or the respective applicable rules and regulations of the Commission
thereunder. The U.S. Prospectus and any amendments or supplements thereto
furnished to the U.S. Underwriters and the Selling Stockholders will be
identical to the electronically transmitted copies thereof filed by the
Company with the Commission pursuant to XXXXX, except to the extent permitted
by Regulation S-T.

(e) Continued Compliance with Securities Laws. The Company will comply with
the 1933 Act and the 1933 Act Regulations so as to permit the completion of
the distribution of the Securities as contemplated in this Agreement, the
International Purchase Agreement and in the Prospectuses. If at any time when
a prospectus is required by the 1933 Act to be delivered in connection with
sales of the Securities, any event shall occur or condition shall exist as a
result of which it is necessary, in the opinion of counsel for the U.S.
Underwriters or the Company, to amend the Registration Statement or amend or
supplement any Prospectuses in order that the Prospectuses will not include
any untrue statements of a material fact or omit to state a material fact
necessary in order to make the statements therein not misleading in the light
of the circumstances existing at the time it is delivered to a purchaser, or
if it shall be necessary, in the opinion of such counsel, at any such time to
amend the Registration Statement or amend or supplement the Prospectuses in
order to comply with the requirements of the 1933 Act or the 1933 Act
Regulations, the Company will promptly prepare and file with the Commission,
subject to Section 3(b), such amendment or supplement as may be necessary to
correct such statement or omission or to make the Registration Statement or
the Prospectuses comply with such requirements, and the Company will furnish
to the U.S. Underwriters and each Selling Stockholder such number of copies of
such amendment or supplement as the U.S. Underwriters may reasonably request.

(f) Blue Sky Qualifications. The Company will use its best efforts, in
cooperation with the U.S. Underwriters, to qualify the Securities for offering
and sale under the applicable securities laws of such states and other
jurisdictions (domestic or foreign) as the Global Coordinator may designate
and to maintain such qualifications in effect for a period of not less than
one year from the later of the effective date of the Registration Statement
and any Rule 462(b) Registration Statement; provided, however, that the
Company shall not, as a consequence thereof, be obligated to file any general
consent to service of process or to qualify as a foreign corporation or as a
dealer in securities in any jurisdiction in which it is not so qualified or to
subject itself to taxation in respect of doing business in any jurisdiction in
which it is not otherwise so subject. In each jurisdiction in which the
Securities have been so qualified, the Company will file such statements and
reports as may be required by the laws of such jurisdiction to continue such
qualification in effect for a period of not less than one year from the
effective date of the Registration Statement and any Rule 462(b) Registration
Statement.

(g) Rule 158. The Company will timely file such reports pursuant to the 1934
Act as are necessary in order to make generally available to its
securityholders as soon as practicable an earnings statement for the purposes
of, and to provide the benefits contemplated by, the last paragraph of Section
11(a) of the 1933 Act.

(h) Restriction on Sale of Securities. During a period of 90 days from the
date of this Agreement, the Company will not, without the prior written
consent of the Global Coordinator, directly or indirectly, (i) offer, pledge,
sell, contract to sell, sell any option or contract to purchase, purchase any
option or contract to sell, grant

any option, right or warrant to purchase or otherwise transfer or dispose of
any share of Common Stock or any securities convertible into or exercisable or
exchangeable for Common Stock or file any registration statement under the
1933 Act with respect to any of the foregoing or (ii) enter into any swap or
any other agreement or any transaction that transfers, in whole or in part,
directly or indirectly, the economic consequence of ownership of the Common
Stock, whether any such swap or transaction described in clause (i) or (ii)
above is to be settled by delivery of Common Stock or such other securities,
in cash or otherwise. The foregoing sentence shall not apply to (A) the
Securities to be sold hereunder or under the International Purchase Agreement,
(B) the Common Stock Repurchase, (C) any shares of Common Stock issued by the
Company upon the exercise of an option or warrant or the conversion of a
security outstanding on the date hereof and referred to in the Prospectuses,
(D) any shares of Common Stock issued or options to purchase Common Stock
granted pursuant to existing employee benefit plans of the Company referred to
in the Prospectuses or (E) any shares of Common Stock issued pursuant to any
non-employee director stock plan or dividend reinvestment plan.

(i) Reporting Requirements. The Company, during the period when the
Prospectuses are required to be delivered under the 1933 Act or the 1934 Act,
will use its best efforts to file all documents required to be filed with the
Commission pursuant to the 1934 Act within the time periods required by the
1934 Act and the rules and regulations of the Commission thereunder.

SECTION 4. Payment of Expenses.

(a) Expenses. The Company will pay all expenses incident to the performance
of its obligations under this Agreement, including (i) the preparation,
printing and filing of the Registration Statement (including financial
statements and exhibits) as originally filed and of each amendment thereto,
(ii) the preparation and delivery to the U.S. Underwriters and the Selling
Stockholders of this Agreement, any Agreement among U.S. Underwriters and such
other documents as may be required in connection with the offering, purchase,
sale or delivery of the Securities, (iii) the preparation and delivery of the
certificates for the Securities to the U.S. Underwriters, (iv) the fees and
disbursements of the Company's counsel and accountants and other advisors, of
Xxxxxxxxxx, counsel for certain of the Selling Stockholders, and of Xxxxxxxx &
O'Neil, special counsel for certain of the Selling Stockholders, (v) the
qualification of the Securities under securities laws in accordance with the
provisions of Section 3(f) hereof, including filing fees and the reasonable
fees and disbursements of counsel for the U.S. Underwriters in connection
therewith and in connection with the preparation of the Blue Sky Survey and
any supplement thereto, (vi) the printing and delivery to the U.S.
Underwriters and the Selling Stockholders of copies of each preliminary
prospectus, any Term Sheets and of the Prospectuses and any amendments or
supplements thereto, (vii) the preparation and delivery to the U.S.
Underwriters and the Selling Stockholders of copies of the Blue Sky Survey and
any supplement thereto, (viii) the fees and expenses of any transfer agent or
registrar for the Securities, (ix) the filing fees incident to the review by
the National Association of Securities Dealers, Inc. (the "NASD") of the terms
of the sale of the Securities and (x) the fees and expenses of continuing the
listing of the Common Stock on the New York Stock Exchange.

(b) Expenses of the Selling Stockholders. The Underwriters shall not be
responsible for, or liable for, any costs and expenses of any of the Selling
Stockholders incident to its obligations hereunder. Subject to Section 4(a)
above, the Selling Stockholders, severally and not jointly, will pay all
expenses incident to the performance of their respective obligations under,
and the consummation of the transactions contemplated by this Agreement and
the International Purchase Agreement, including (i) any stock or other
transfer taxes and any stamp or other duties payable upon the sale or delivery
of the Securities to the U.S. Underwriters and the transfer of the Securities
from the Selling Stockholders to the U.S. Underwriters and between the U.S.
Underwriters and the International Managers, and (ii) except as described in
(a)(iv) above, the fees and disbursements of their respective counsel and
accountants.

(c) Termination of Agreement. If this Agreement is terminated by the U.S.
Representatives in accordance with the provisions of Section 5(u) or Section
9(a)(i) hereof, the Company shall reimburse the U.S. Underwriters for all of
their out-of-pocket expenses, including the reasonable fees and disbursements
of counsel for the U.S. Underwriters.

SECTION 5. Conditions of U.S. Underwriters' Obligations. The obligations of
the several U.S. Underwriters hereunder are subject to the accuracy of the
representations and warranties of the Company and the Selling Stockholders
contained in Section 1 hereof or in certificates of any officer of the Company
or any subsidiary of the Company or on behalf of any Selling Stockholder
delivered pursuant to the provisions hereof, to the performance by the Company
and the Selling Stockholders of their covenants and other obligations
hereunder, and to the following further conditions:

(a) Effectiveness of Registration Statement. The Registration Statement,
including any Rule 462(b) Registration Statement, has become effective and at
Closing Time no stop order suspending the effectiveness of the Registration
Statement shall have been issued under the 1933 Act or proceedings therefor
initiated or threatened by the Commission, and any request on the part of the
Commission for additional information shall have been complied with to the
reasonable satisfaction of counsel to the U.S. Underwriters. A prospectus
containing the Rule 430A Information shall have been filed with the Commission
in accordance with Rule 424(b) (or a post-effective amendment providing such
information shall have been filed and declared effective in accordance with
the requirements of Rule 430A) or, if the Company has elected to rely upon
Rule 434, a Term Sheet shall have been filed with the Commission in accordance
with Rule 424(b).

(b) Opinion of Counsel for Company. At Closing Time, the U.S.
Representatives shall have received the favorable opinion, dated as of Closing
Time, of Xxxxxxx & XxXxxxxx, counsel for the Company, in form and substance
satisfactory to counsel for the U.S. Underwriters, together with signed or
reproduced copies of such letter for each of the other U.S. Underwriters and
for each Selling Stockholder to the effect set forth in Exhibit A hereto and
to such further effect as counsel to the U.S. Underwriters may reasonably
request. In giving such opinion such counsel may rely, as to all matters
governed by the laws of jurisdictions other than the law of the State of
California, the federal law of the United States and the General Corporation
Law of the State of Delaware, upon the opinions of counsel satisfactory to the
counsel for the U.S. Underwriters. Such counsel may also state that, insofar
as such opinion involves factual matters, they have relied, to the extent they
deem proper, upon certificates of officers of the Company and its subsidiaries
and certificates of public officials.

(c) Opinions of Counsel for the FS Stockholders. At Closing Time, the U.S.
Representatives shall have received the favorable opinion, dated as of Closing
Time, of Xxxxxxx & XxXxxxxx, counsel for FSEP II, FSEP III and FSEP
International (collectively referred to herein as the "FS Stockholders") as
Selling Stockholders, in form and substance satisfactory to counsel for the
U.S. Underwriters, together with signed or reproduced copies of such letter
for each of the other U.S. Underwriters to the effect set forth in Exhibit B-1
hereto and to such further effect as counsel to the U.S. Underwriters may
reasonably request. In giving such opinion such counsel may rely, as to all
matters governed by the laws of jurisdictions other than the law of the State
of California, the federal law of the United States and the General
Corporation Law of the State of Delaware, upon the opinions of counsel
satisfactory to the counsel for the U.S. Underwriters. Such counsel may also
state that, insofar as such opinion involves factual matters, they have
relied, to the extent they deem proper, upon certificates of the applicable
Selling Stockholders and certificates of public officials.

(d) Opinions of Counsel for M & P Distributing Co. At Closing Time, the U.S.
Representatives shall have received the favorable opinion, dated as of Closing
Time, of Xxxxx, Xxxx & Xxxxxxxx, counsel for M & P Distributing Co., as a
Selling Stockholder, in form and substance satisfactory to counsel for the
U.S. Underwriters, together with signed or reproduced copies of such letter
for each of the other U.S. Underwriters to the effect set forth in Exhibit B-1
hereto and to such further effect as counsel to the U.S. Underwriters may
reasonably request. In giving such opinion such counsel may rely, as to all
matters governed by the laws of jurisdictions other than the law of the State
of New York, the federal law of the United States and the General Corporation
Law of the State of Delaware, upon the opinions of counsel satisfactory to the
counsel for the U.S. Underwriters. Such counsel may also state that, insofar
as such opinion involves factual matters, they have relied, to the extent they
deem proper, upon certificates of the applicable Selling Stockholders and
certificates of public officials.

(e) Opinions of Counsel for Certain Selling Stockholders. At Closing Time,
the U.S. Representatives shall have received the favorable opinion, dated as
of Closing Time, of Xxxxxxxxxx, special counsel for NYNEX, Leeway & Co.,
Aramark, Xxxxxxx X. Xxxxxxx and TJX as Selling Stockholders, in form and
substance satisfactory to counsel for the U.S. Underwriters, together with
signed or reproduced copies of such letter for each of the other U.S.
Underwriters to the effect set forth in Exhibit B-2 hereto and to such further
effect as counsel to the U.S. Underwriters may reasonably request. In giving
such opinion such counsel may rely, as to all matters governed by the laws of
jurisdictions other than the law of the State of New Jersey, the federal law
of the United States and the General Corporation Law of the State of Delaware,
upon the opinions of counsel satisfactory to the counsel for the U.S.
Underwriters. Such counsel may also state that, insofar as such opinion
involves factual matters, they have relied, to the extent they deem proper,
upon certificates of the applicable Selling Stockholders and certificates of
public officials.

(f) Opinions of Counsel for the Selling Stockholders. At Closing Time, the
U.S. Representatives shall have received the favorable opinions, dated as of
Closing Time, of Xxxxx, Xxxx & Xxxxxxxx, counsel for M & P Distributing Co.,
and Xxxxxxxx & O'Neil, special counsel to the other Selling Stockholders, in
form and substance satisfactory to counsel for the U.S. Underwriters, together
with signed or reproduced copies of such letter for each of the other U.S.
Underwriters to the effect set forth in Exhibit B-3 hereto and to such further
effect as counsel to the U.S. Underwriters may reasonably request. In giving
such opinion such counsel may rely, as to all matters governed by the laws of
jurisdictions other than the law of the State of New York, the federal law of
the United States and the General Corporation Law of the State of Delaware,
upon the opinions of counsel satisfactory to the counsel for the U.S.
Underwriters. Such counsel may also state that, insofar as such opinion
involves factual matters, they have relied, to the extent they deem proper,
upon certificates of the applicable Selling Stockholders and certificates of
public officials.

(g) Opinion of Counsel for U.S. Underwriters. At Closing Time, the U.S.
Representatives shall have received the favorable opinion, dated as of Closing
Time, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the U.S.
Underwriters, together with signed or reproduced copies of such letter for
each of the other U.S. Underwriters to the effect set forth in clauses (i),
(ii), (v) (solely as to preemptive or other similar rights arising by
operation of law or under the charter or by-laws of the Company), (vii)
(solely as to the Purchase Agreement and the International Purchase
Agreement), (viii), (ix), (xi), (xiii) and (xxi) of Exhibit A hereto. In
giving such opinion such counsel may rely, as to all matters governed by the
laws of jurisdictions other than the law of the State of New York, the federal
law of the United States and the General Corporation Law of the State of
Delaware, upon the opinions of counsel satisfactory to the U.S.
Representatives. Such counsel may also state that, insofar as such opinion
involves factual matters, they have relied, to the extent they deem proper,
upon certificates of officers of the Company and its subsidiaries and
certificates of public officials.

(h) Officers' Certificate. At Closing Time, there shall not have been, since
the date of the Prospectuses, any material adverse change in the condition,
financial or otherwise, or in the earnings, business affairs or business
prospects of the Company and its subsidiaries considered as one enterprise,
whether or not arising in the ordinary course of business, and the U.S.
Representatives shall have received a certificate of the President, the
Vice Chairman of the Board or the Chief Executive Officer of the Company, and
of the Chief Financial Officer of the Company, dated as of Closing Time, to
the effect that (i) there has been no such material adverse change, (ii) the
representations and warranties in Section 1(a) hereof are true and correct
with the same force and effect as though expressly made at and as of Closing
Time, except to the extent that such representation or warranty is expressly
stated as of an earlier time, (iii) the Company has complied with all
agreements and satisfied all conditions on its part to be performed or
satisfied at or prior to Closing Time, and (iv) no stop order suspending the
effectiveness of the Registration Statement has been issued and no proceedings
for that purpose have been instituted or are pending or, to the best of their
respective knowledge, are contemplated by the Commission.

(i) Certificate of Selling Stockholders. The FS Stockholders, M & P
Distributing Co., the Selling Stockholders or the Attorney-in-Fact shall have
each furnished to the U.S. Representatives and the Company a certificate,
dated the date of the Closing Time, to the effect that the representations and
warranties of the

applicable Selling Stockholders in this Agreement are true and correct in all
material respects on and as of the Closing Time to the same effect as if made
at the Closing Time and each applicable Selling Stockholder has complied with
all the agreements and satisfied all the conditions on his or its part to be
performed or satisfied prior to the Closing Time.

(j) Accountant's Comfort Letter. At the time of the execution of this
Agreement, the U.S. Representatives shall have received from Coopers & Xxxxxxx
a letter dated such date, in form and substance satisfactory to the U.S.
Representatives, together with signed or reproduced copies of such letter for
the Company, each of the other U.S. Underwriters and any Selling Stockholder
who meets the requirements of Statement of Auditing Standards No. 72
containing statements and information of the type ordinarily included in
accountants' "comfort letters" to underwriters with respect to the financial
statements and certain financial information contained in the Registration
Statement and the Prospectuses.

(k) Bring-down Comfort Letter. At the Closing Time, the U.S. Representatives
shall have received from Coopers & Xxxxxxx a letter, dated as of the Closing
Time, together with signed or reproduced copies of such letter for the
Company, each of the other U.S. Underwriters and any Selling Stockholder who
meets the requirements of Statement of Auditing Standards No. 72 to the effect
that they reaffirm the statements made in the letter furnished pursuant to
subsection (j) of this Section, except that the specified date referred to
shall be a date not more than three business days prior to Closing Time.

(l) Listing. At the Closing Time and at the Date of Delivery, the Securities
shall continue to be listed on the New York Stock Exchange.

(m) No Objection. At the Closing Time, the NASD shall have confirmed that it
has not raised any objection with respect to the fairness and reasonableness
of the underwriting terms and arrangements.

(n) Lock-up Agreements. At the date of this Agreement, the U.S.
Representatives shall have received agreements substantially in the form of
Exhibit C hereto signed by each of the persons and entities listed on Schedule
D hereto.

(o) Purchase of Initial International Securities. Contemporaneously with the
purchase by the U.S. Underwriters of the Initial U.S. Securities under this
Agreement, the International Managers shall have purchased the Initial
International Securities under the International Purchase Agreement.

(p) Common Stock Repurchase. Contemporaneously with the purchase by the
Underwriters of the Securities under this Agreement and the International
Purchase Agreement, the Company shall have completed the Common Stock
Repurchase.

(q) Execution of Amended Credit Facility. Each of the parties to the Amended
Credit Facility has performed all of such party's obligations under the
Amended Credit Facility required to be performed on or prior to the Closing
Time.

(r) Execution of Repurchase Agreements. Each of the parties to each of the
Repurchase Agreements has performed all of such party's obligations under each
of such Repurchase Agreements required to be performed on or prior to the
Closing Time.

(s) Conditions to Purchase of U.S. Option Securities. In the event that the
U.S. Underwriters exercise their option provided in Section 2(b) hereof to
purchase all or any portion of the U.S. Option Securities, the representations
and warranties of the Company and the Selling Stockholders contained in
Section 1 hereof and the statements in any certificate of any officer of the
Company or any subsidiary of the Company or on behalf of any Selling
Stockholder delivered pursuant to the provisions hereof shall be true and
correct as of each Date of Delivery and, at the relevant Date of Delivery, the
U.S. Representatives shall have received:

(i) Officers' Certificate. A certificate, dated such Date of Delivery, of
the President, the Vice Chairman of the Board or the Chief Executive
Officer of the Company, and the Chief Financial Officer of the Company
confirming that the certificate delivered at the Closing Time pursuant to
Section 5(h) hereof remains true and correct as of such Date of Delivery.

(ii) Opinion of Counsel for Company. The favorable opinion of Xxxxxxx &
XxXxxxxx, counsel for the Company, in form and substance satisfactory to
counsel for the U.S. Underwriters, dated such Date of Delivery, relating to
the U.S. Option Securities to be purchased on such Date of Delivery and
otherwise to the same effect as the opinion required by Section 5(b)
hereof.

(iii) Certificate of Selling Stockholders. A certificate dated such Date
of Delivery, of the Selling Stockholders or the Attorney-in-Fact confirming
that the certificate delivered at the Closing Time pursuant to Section 5(i)
hereof remains true and correct as of such Date of Delivery.

(iv) Opinion of Counsel for the FS Stockholders. The favorable opinion of
Xxxxxxx & XxXxxxxx, counsel for the FS Stockholders as Selling
Stockholders, in form and substance satisfactory to counsel for the U.S.
Underwriters, dated such Date of Delivery, relating to the U.S. Option
Securities to be purchased on such Date of Delivery and otherwise to the
same effect as the opinion required by Section 5(c) hereof.

(v) Opinion of Counsel for M & P Distributing Co. The favorable opinion
of Xxxxx, Polk & Xxxxxxxx, counsel for M & P Distributing Co. as a Selling
Stockholder, in form and substance satisfactory to counsel for the U.S.
Underwriters, dated such Date of Delivery, relating to the U.S. Option
Securities to be purchased on such Date of Delivery and otherwise to the
same effect as the opinion required by Section 5(d) hereof.

(vi) Opinion of Counsel for certain Selling Stockholders. The favorable
opinion of Xxxxxxxxxx, counsel for NYNEX, Leeway & Co., Aramark, Xxxxxxx X.
Xxxxxxx and TJX as Selling Stockholders, in form and substance satisfactory
to counsel for the U.S. Underwriters, dated such Date of Delivery, relating
to the U.S. Option Securities to be purchased on such Date of Delivery and
otherwise to the same effect as the opinion required by Section 5(e)
hereof.

(vii) Opinion of Counsel for the Selling Stockholders. The favorable
opinions of Xxxxx, Polk & Xxxxxxxx, counsel for M & P Distributing Co., and
Xxxxxxxx & O'Neil, special counsel for the other Selling Stockholders, in
form and substance satisfactory to counsel for the U.S. Underwriters, dated
such Date of Delivery, relating to the U.S. Option Securities to be
purchased on such Date of Delivery and otherwise to the same effect as the
opinion required by Section 5(f) hereof.

(viii) Opinion of Counsel for U.S. Underwriters. The favorable opinion of
Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the U.S.
Underwriters, dated such Date of Delivery, relating to the U.S. Option
Securities to be purchased on such Date of Delivery and otherwise to the
same effect as the opinion required by Section 5(g) hereof.

(ix) Bring-down Comfort Letter. A letter from Coopers & Xxxxxxx, in form
and substance satisfactory to the U.S. Representatives and dated such Date
of Delivery, substantially in the same form and substance as the letter
furnished to the U.S. Representatives pursuant to Section 5(j) hereof,
except that the "specified date" in the letter furnished pursuant to this
paragraph shall be a date not more than five days prior to such Date of
Delivery.

(t) Additional Documents. At Closing Time and at each Date of Delivery,
counsel for the U.S. Underwriters shall have been furnished with such
documents and opinions as they may require for the purpose of enabling them to
pass upon the sale of the Securities as herein contemplated and upon the
Common Stock Repurchase, or in order to evidence the accuracy of any of the
representations or warranties, or the fulfillment of any of the conditions,
herein contained; and all proceedings taken by the Company and the Selling
Stockholders in connection with the sale of the Securities as herein
contemplated shall be satisfactory in form and substance to the U.S.
Representatives and counsel for the U.S. Underwriters.

(u) Termination of Agreement. If any condition specified in this Section
shall not have been fulfilled when and as required to be fulfilled, this
Agreement, or, in the case of any condition to the purchase of U.S. Option
Securities, on a Date of Delivery which is after the Closing Time, the
obligations of the several U.S. Underwriters to purchase the relevant U.S.
Option Securities, may be terminated by the U.S. Representatives by written
notice to the Company, the FS Stockholders, M & P Distributing Co. and the

Attorney-in-Fact at any time at or prior to Closing Time or such Date of
Delivery, as the case may be, and such termination shall be without liability
of any party to any other party except as provided in Section 4 and except
that Sections 1, 6, 7 and 8 shall survive any such termination and remain in
full force and effect.

SECTION 6. Indemnification.

(a) Indemnification by the Company. The Company agrees to indemnify and hold
harmless (i) each Selling Stockholder, each person, if any, who controls such
Selling Stockholder within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act, and each of their respective officers, directors,
and employees in accordance with the terms of the Registration Rights
Agreement, dated as of February 26, 1997 by and among the Company and each of
the Selling Stockholders (the "Registration Rights Agreement") and (ii) each
U.S. Underwriter and each person, if any, who controls any U.S. Underwriter
within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934
Act, as follows:

(x) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, arising out of any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement
(or any amendment thereto), including the Rule 430A Information and the
Rule 434 Information, if applicable, or the omission or alleged omission
therefrom of a material fact required to be stated therein or necessary to
make the statements therein not misleading or arising out of any untrue
statement or alleged untrue statement of a material fact included in any
preliminary prospectus or the Prospectuses (or any amendment or supplement
thereto), or the omission or alleged omission therefrom of a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading;

(y) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, to the extent of the aggregate amount paid in
settlement of any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or of any claim
whatsoever based upon any such untrue statement or omission, or any such
alleged untrue statement or omission; provided that (subject to Section
6(e) below) any such settlement is effected with the written consent of the
Company; and

(z) against any and all expense whatsoever, as incurred (including,
subject to Section 6(d) hereof, the fees and disbursements of counsel
chosen by Xxxxxxx Xxxxx), reasonably incurred in investigating, preparing
or defending against any litigation, or any investigation or proceeding by
any governmental agency or body, commenced or threatened, or any claim
whatsoever based upon any such untrue statement or omission, to the extent
that any such expense is not paid under (x) or (y) above;

provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company (A)
by any Selling Stockholder, or (B) by any U.S. Underwriter through the Global
Coordinator expressly for use in the Registration Statement (or any amendment
thereto), including the Rule 430A Information and the Rule 434 Information, if
applicable, or any preliminary prospectus or the U.S. Prospectus (or any
amendment or supplement thereto) and, provided, further, that (i) the Company
will not be liable to any U.S. Underwriter with respect to any preliminary
prospectus to the extent that such loss, liability, claim, damage or expense
resulted from the fact that such U.S. Underwriter, in contravention of this
Agreement or applicable law, sold Securities to a person to whom such U.S.
Underwriter failed to send or give, at or prior to the Closing Date, a copy of
the U.S. Prospectus as then amended and supplemented if the Company has
previously furnished copies thereof (sufficiently in advance of the Closing
Date to allow distribution by the Closing Date) to the U.S. Underwriters and
the loss, liability, claim, damage or expense of such U.S. Underwriter
resulted from an untrue statement or omission or alleged untrue statement or
omission of a material fact contained in or omitted from the preliminary
prospectus which was corrected in the U.S. Prospectus.

(b) Indemnification by the Selling Stockholders. Each Selling Stockholder
severally (but not jointly) agrees to indemnify and hold harmless (i) the
Company, its directors, each of its officers who signed the Registration

Statement, and each person, if any, who controls the Company within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, in
accordance with the terms of the Registration Rights Agreement; (ii) each
other Selling Stockholder and each person, if any, who controls such Selling
Stockholder within the meaning of Section 15 of the 1933 Act and Section 20 of
the 1934 Act, as well as the respective officers, directors and employees of
each of the foregoing and (iii) each U.S. Underwriter and each person, if any,
who controls any U.S. Underwriter within the meaning of Section 15 of the 1933
Act or Section 20 of the 1934 Act against any and all loss, liability, claim,
damage and expense described in the indemnity contained in subsection (a) of
this Section, as incurred, but only with respect to untrue statements or
omissions or alleged untrue statements or omissions, made in the Registration
Statement (or any amendment thereto), including the Rule 430A Information and
the Rule 434 Information, if applicable, or any preliminary prospectus or the
U.S. Prospectus (or any amendment or supplement thereto) in reliance upon, and
in conformity with, written information relating specifically to such Selling
Stockholder furnished to the Company by or on behalf of such Selling
Stockholder expressly for use in the portion of the Registration Statement (or
any amendment thereto) captioned "Principal and Selling Stockholders";
provided, however, that (x) the liability of any Selling Stockholder under
this Section 6(b)(iii), together with any liability to the U.S. Underwriters
of a Selling Stockholder arising from or based upon a breach by such Selling
Stockholder of its representations in this Agreement or in the Power of
Attorney and Custody Agreement, shall be limited to an amount equal to the
proceeds of the sale of U.S. Securities by such Selling Stockholder (net of
underwriting discounts and commissions but before deducting expenses) received
by such Selling Stockholder in connection with the registration and sale of
the U.S. Securities) and (y) the foregoing indemnity provided under Section
6(b)(iii) with respect to any preliminary prospectus shall not inure to the
benefit of any U.S. Underwriter (or to the benefit of any person controlling
such U.S. Underwriter) from whom the person asserting any such loss,
liability, claim or damage purchased U.S. Securities if such untrue statement
or omission or alleged untrue statement or omission made in such preliminary
prospectus is eliminated or remedied in the U.S. Prospectus (as amended or
supplemented by the Company if the Company shall have furnished any amendments
or supplements thereto) and a copy of the U.S. Prospectus (as so amended or
supplemented), which at such time had been provided to the U.S. Underwriters
for their use, shall not have been furnished to such person at or prior to the
written confirmation of sale of such Securities to such person.

(c) Indemnification by the U.S. Underwriters. Each U.S. Underwriter
severally agrees to indemnify and hold harmless the Company, its directors,
each of its officers who signed the Registration Statement, and each person,
if any, who controls the Company within the meaning of Section 15 of the 1933
Act or Section 20 of the 1934 Act, and each Selling Stockholder and each
person, if any, who controls such Selling Stockholder within the meaning of
Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all
loss, liability, claim, damage and expense described in the indemnity
contained in subsection (a) of this Section, as incurred, but only with
respect to untrue statements or omissions, or alleged untrue statements or
omissions, made in the Registration Statement (or any amendment thereto),
including the Rule 430A Information and the Rule 434 Information, if
applicable, or any preliminary prospectus or the U.S. Prospectus (or any
amendment or supplement thereto) in reliance upon and in conformity with
written information furnished to the Company by such U.S. Underwriter through
the U.S. Representatives expressly for use in the Registration Statement (or
any amendment thereto) or such preliminary prospectus or the U.S. Prospectus
(or any amendment or supplement thereto).

(d) Actions against Parties; Notification. Each indemnified party shall give
notice as promptly as reasonably practicable to each indemnifying party of any
action commenced against it in respect of which indemnity may be sought
hereunder, but failure to so notify an indemnifying party shall not relieve
such indemnifying party from any liability hereunder to the extent it is not
materially prejudiced as a result thereof and in any event shall not relieve
it from any liability which it may have otherwise than on account of this
indemnity agreement. In the case of parties indemnified pursuant to Section
6(a)(ii) above, counsel to the indemnified parties shall be selected by
Xxxxxxx Xxxxx, in the case of parties indemnified pursuant to Section 6(c)
above, counsel to the indemnified parties shall be selected by the Company,
and in the case of parties indemnified pursuant to Section 6(a)(i) above,
counsel to the indemnified parties shall be selected by the Selling
Stockholder,

(and shall be reasonably satisfactory to Xxxxxxx Xxxxx). An indemnifying party
may participate at its own expense in the defense of any such action;
provided, however, that counsel to the indemnifying party shall not (except
with the consent of the indemnified party) also be counsel to the indemnified
party. In no event shall the indemnifying parties be liable for fees and
expenses of more than one counsel (in addition to any local counsel) separate
from their own counsel for all indemnified parties in connection with any one
action or separate but similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances. No indemnifying
party shall, without the prior written consent of the indemnified parties,
settle or compromise or consent to the entry of any judgment with respect to
any litigation, or any investigation or proceeding by any governmental agency
or body, commenced or threatened, or any claim whatsoever in respect of which
indemnification or contribution could be sought under this Section 6 or
Section 7 hereof (whether or not the indemnified parties are actual or
potential parties thereto), unless such settlement, compromise or consent
(i) includes an unconditional release of each indemnified party from all
liability arising out of such litigation, investigation, proceeding or claim
and (ii) does not include a statement as to or an admission of fault,
culpability or a failure to act by or on behalf of any indemnified party.

(e) Settlement without Consent if Failure to Reimburse. If at any time an
indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel, such indemnifying party
agrees that it shall be liable for any settlement of the nature contemplated
by Section 6(a) effected without its written consent if (i) such settlement is
entered into more than 45 days after receipt by such indemnifying party of the
aforesaid request, (ii) such indemnifying party shall have received notice of
the terms of such settlement at least 30 days prior to such settlement being
entered into and (iii) such indemnifying party shall not have reimbursed such
indemnified party in accordance with such request prior to the date of such
settlement.

(f) No Effect on Separate Agreement. The provisions of this Section 6 and
Section 7 hereof shall not affect any separate agreement among the Company and
the Selling Stockholders with respect to indemnification and contribution.

SECTION 7. Contribution. If the indemnification provided for in Section 6
hereof is for any reason unavailable to or insufficient to hold harmless an
indemnified party in respect of any losses, liabilities, claims, damages or
expenses referred to therein, then each indemnifying party shall contribute to
the aggregate amount of such losses, liabilities, claims, damages and expenses
incurred by such indemnified party, as incurred, (a) in such proportion as is
appropriate to reflect the relative benefits received by the Company and the
Selling Stockholders on the one hand and the U.S. Underwriters on the other
hand from the offering of the U.S. Securities pursuant to this Agreement, or
if such allocation is not permitted by applicable law, in such proportion as
is appropriate to reflect not only the relative benefits but also the relative
fault of the Company and the Selling Stockholder on the one hand and of the
U.S. Underwriters on the other hand in connection with the statements or
omissions which resulted in such losses, liabilities, claims, damages or
expenses, as well as any other relevant equitable considerations and (b) as
between the Company on the one hand and each Selling Stockholder on the other,
or as among the Selling Stockholders, as the case may be, in such proportion
as is appropriate to reflect the relative fault of the Company and of each
Selling Stockholder in connection with such statements or omissions, as well
as any other relevant equitable considerations.

The relative benefits received by the Company and the Selling Stockholders
on the one hand and the U.S. Underwriters on the other hand in connection with
the offering of the U.S. Securities pursuant to this Agreement shall be deemed
to be in the same respective proportions as the total net proceeds from the
offering of the U.S. Securities pursuant to this Agreement (net of
underwriting discounts and commissions but before deducting expenses) received
by the Company and the Selling Stockholders bear to the total underwriting
discounts and commissions received by the U.S. Underwriters, in each case as
set forth on the cover of the Prospectus, or, if Rule 434 is used, the
corresponding location on the Term Sheet.

The relative fault of the Company and the Selling Stockholders on the one
hand and the U.S. Underwriters on the other hand shall be determined by
reference to, among other things, whether any such untrue or alleged

untrue statement of a material fact or omission or alleged omission to state a
material fact relates to information supplied by the Company and the Selling
Stockholders or by the U.S. Underwriters, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The relative fault of the Company on the one hand and
of each Selling Stockholder, and with respect to the Selling Stockholders
among themselves, on the other, shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information supplied by such party, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.

The Company, the Selling Stockholders and the U.S. Underwriters agree that
it would not be just and equitable if contribution pursuant to this Section 7
were determined by pro rata allocation (even if the U.S. Underwriters were
treated as one entity for such purpose) or by any other method of allocation
which does not take account of the equitable considerations referred to above
in this Section 7. The aggregate amount of losses, liabilities, claims,
damages and expenses incurred by an indemnified party and referred to above in
this Section 7 shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in investigating, preparing or
defending against any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim whatsoever
based upon any such untrue or alleged untrue statement or omission or alleged
omission.

Notwithstanding the provisions of this Section 7, no U.S. Underwriter shall
be required to contribute any amount in excess of the amount by which the
total price at which the U.S. Securities underwritten by it and distributed to
the public were offered to the public exceeds the amount of any damages which
such U.S. Underwriter has otherwise been required to pay by reason of any such
untrue or alleged untrue statement or omission or alleged omission, and no
Selling Stockholder shall be required to contribute any amount in excess of
the amount by which the total price at which the Securities of such Selling
Stockholder were offered to the public (less underwriting discounts and
commissions but before deducting expenses) exceeds the amount of any damages
which such Selling Stockholder has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. Each
Selling Stockholder's obligations to contribute pursuant to this Section 7 are
several and not joint.

Notwithstanding the foregoing, no indemnifying party shall be responsible
for contributing any amount hereunder unless indemnification from such
indemnifying party under subsections (a), (b) and (c) of Section 6, as the
case may be, was provided for hereunder in accordance with its terms.

No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the 0000 Xxx) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation.

For purposes of this Section 7, each person, if any, who controls a U.S.
Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act shall have the same rights to contribution as such
U.S. Underwriter, and each director of the Company, each officer of the
Company who signed the Registration Statement, and each person, if any, who
controls the Company within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act shall have the same rights to contribution as the
Company and each director of a Selling Stockholder, and each person, if any,
who controls a Selling Stockholder within the meaning of Section 15 of the
1933 Act or Section 20 of the 1934 Act shall have the same rights to
contribution as a Selling Stockholder. The U.S. Underwriters' respective
obligations to contribute pursuant to this Section 7 are several in proportion
to the number of U.S. Securities set forth opposite their respective names in
Schedule A hereto and not joint.

SECTION 8. Representations, Warranties and Agreements to Survive
Delivery. All representations, warranties and agreements contained in this
Agreement or in certificates of officers of the Company, any of its
subsidiaries or the Selling Stockholders submitted pursuant hereto, shall
remain operative and in full force and effect, regardless of any investigation
made by or on behalf of any U.S. Underwriter or controlling person, or by or
on behalf of the Company or the Selling Stockholders, and shall survive
delivery of the U.S. Securities to the U.S. Underwriters.

SECTION 9. Termination of Agreement.

(a) Termination; General. The U.S. Representatives may terminate this
Agreement, by notice to the Company, the FS Stockholders, M & P Distributing
Co. and the Attorney-in-Fact, at any time at or prior to Closing Time (i) if
there has been, since the time of execution of this Agreement or since the
respective dates as of which information is given in the U.S. Prospectus, any
material adverse change in the condition, financial or otherwise, or in the
earnings, business affairs or business prospects of the Company and its
subsidiaries considered as one enterprise, whether or not arising in the
ordinary course of business, or (ii) if there has occurred any material
adverse change in the financial markets in the United States, any outbreak of
hostilities or escalation thereof or other calamity or crisis or any change or
development involving a prospective change in national or international
political, financial or economic conditions, in each case the effect of which
is such as to make it, in the judgment of the U.S. Representatives,
impracticable to market the Securities or to enforce contracts for the sale of
the Securities, or (iii) if trading in any securities of the Company has been
suspended or materially limited by the Commission or the New York Stock
Exchange, or if trading generally on the American Stock Exchange or the New
York Stock Exchange or in the Nasdaq National Market has been suspended or
materially limited, or minimum or maximum prices for trading have been fixed,
or maximum ranges for prices have been required, by any of said exchanges or
by such system or by order of the Commission the National Association of
Securities Dealers, Inc. or any other governmental authority, or (iv) if a
banking moratorium has been declared by either Federal or New York
authorities.

(b) Liabilities. If this Agreement is terminated pursuant to this Section,
such termination shall be without liability of any party to any other party
except as provided in Section 4 hereof, and provided further that Sections 1,
6, 7 and 8 shall survive such termination and remain in full force and effect.

SECTION 10. Default by One or More of the U.S. Underwriters. If one or more
of the U.S. Underwriters shall fail at Closing Time or a Date of Delivery to
purchase the Securities which it or they are obligated to purchase under this
Agreement (the "Defaulted Securities"), the U.S. Representatives shall have
the right, within 24 hours thereafter, to make arrangements for one or more of
the non-defaulting U.S. Underwriters, or any other underwriters, to purchase
all, but not less than all, of the Defaulted Securities in such amounts as may
be agreed upon and upon the terms herein set forth; if, however, the U.S.
Representatives shall not have completed such arrangements within such 24-hour
period, then:

(a) if the number of Defaulted Securities does not exceed 10% of the number
of U.S. Securities to be purchased on such date, each of the non-defaulting
U.S. Underwriters shall be obligated, severally and not jointly, to purchase
the full amount thereof in the proportions that their respective underwriting
obligations hereunder bear to the underwriting obligations of all non-
defaulting U.S. Underwriters, or

(b) if the number of Defaulted Securities exceeds 10% of the number of U.S.
Securities to be purchased on such date, this Agreement or, with respect to
any Date of Delivery which occurs after the Closing Time, the obligation of
the U.S. Underwriters to purchase and of the Selling Stockholders to sell the
U.S. Option Securities to be purchased and sold on such Date of Delivery,
shall terminate without liability on the part of any non-defaulting U.S.
Underwriter.

No action taken pursuant to this Section shall relieve any defaulting
Underwriter from liability in respect of its default.

In the event of any such default which does not result in a termination of
this Agreement or, in the case of a Date of Delivery which is after the
Closing Time, which does not result in a termination of the obligation of the
U.S. Underwriters to purchase and the Selling Stockholders to sell the
relevant U.S. Option Securities, as the case may be, either the U.S.
Representatives or the Company shall have the right to postpone Closing Time
or the relevant Date of Delivery, as the case may be, for a period not
exceeding seven days in order to effect any required changes in the
Registration Statement or Prospectuses or in any other documents or
arrangements. As used herein, the term "Underwriter" includes any person
substituted for an Underwriter under this Section 10.

SECTION 11. Notices. All notices and other communications hereunder shall be
in writing and shall be deemed to have been duly given if mailed or
transmitted by any standard form of telecommunication. Notices to the U.S.
Underwriters shall be directed to the Representatives c/o Merrill Xxxxx at
North Tower, World Financial Center, New York, New York 10281-1201, attention:
Syndicate Department; with copies to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP,
000 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000, attention:
Xxxxx X. Xxxx, Esq.; notices to the Company shall be directed to it at
Brylane, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, attention:
Chief Financial Officer, with copies to Xxxxxxx Xxxxxx & Co., Incorporated,
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, and Xxxxxxx &
XxXxxxxx, 000 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000,
attention: Xxxxxx X. Xxxxxx, Esq.; notices to the FS Stockholders shall be
directed to Xxxxxxx & XxXxxxxx, 000 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx,
Xxx Xxxxxxx, Xxxxxxxxxx 00000, attention: Xxxxxx X. Xxxxxx, Esq.; notices to M
& P Distributing Co. shall be directed to Xxxxx, Xxxx & Xxxxxxxx, 000
Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, attention: Xxxxx X. Xxxxxx, Esq.;
and notices to NYNEX, Leeway & Co., Aramark, Xxxxxxx X. Xxxxxxx and TJX shall
be directed to Xxxxxxxxxx, Sandler, Kohl, Xxxxxx & Xxxxxx, 00 Xxxxxxxxxx
Xxxxxx, Xxxxxxxx, Xxx Xxxxxx 00000, attention: Xxxxxx X. Xxxxx, Esq.

SECTION 12. Parties. This Agreement shall each inure to the benefit of and
be binding upon the U.S. Underwriters and the Company, the Selling
Stockholders and their respective successors. Nothing expressed or mentioned
in this Agreement is intended or shall be construed to give any person, firm
or corporation, other than the U.S. Underwriters and the Company, the Selling
Stockholders and their respective successors and the controlling persons and
officers and directors referred to in Sections 6 and 7 and their heirs and
legal representatives, any legal or equitable right, remedy or claim under or
in respect of this Agreement or any provision herein contained. This Agreement
and all conditions and provisions hereof are intended to be for the sole and
exclusive benefit of the U.S. Underwriters and the Company, the Selling
Stockholders and their respective successors, and said controlling persons and
officers and directors and their heirs and legal representatives, and for the
benefit of no other person, firm or corporation. No purchaser of Securities
from any U.S. Underwriter shall be deemed to be a successor by reason merely
of such purchase.

SECTION 13. GOVERNING LAW AND TIME. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. SPECIFIED
TIMES OF DAY REFER TO NEW YORK CITY TIME.

SECTION 14. Effect of Headings. The Article and Section headings herein and
the Table of Contents are for convenience only and shall not affect the
construction hereof.

If the foregoing is in accordance with your understanding of our agreement,
please sign and return to the Company a counterpart hereof, whereupon this
instrument, along with all counterparts, will become a binding agreement
between the Underwriters, the Selling Stockholders and the Company in
accordance with its terms.

Very truly yours,

BRYLANE INC.

By: _________________________________
Name:
Title:

FS EQUITY PARTNERS II, L.P.

By: Xxxxxxx Xxxxxx & Co.
Its: General Partner

By: _________________________________
Name:
Title:

FS EQUITY PARTNERS III, L.P.

By: FS Capital Partners, L.P.
Its: General Partner

By: FS Holdings, Inc.
Its: General Partner

By: _________________________________
Name:
Title:

FS EQUITY PARTNERS INTERNATIONAL,
L.P.

By: FS&Co. International, L.P.
Its: General Partner

By: FS International Holdings
Limited
Its: General Partner

By: _________________________________
Name:
Title:

M & P DISTRIBUTING CO.

By: _________________________________
Name:
Title:

_____________________________________
As attorney-in-fact on behalf of
Aramark,
Xxxxxxx X. Xxxxxxx, Leeway & Co.,
NYNEX and TJX

CONFIRMED AND ACCEPTED,
as of the date first above written:

XXXXXXX XXXXX & CO.
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
LAZARD FRERES & CO. LLC
NATIONSBANC XXXXXXXXXX SECURITIES
X.X. XXXXXX SECURITIES INC.
By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED

By: _________________________________
Authorized Signatory

For themselves and as Representatives of the other Underwriters named in
Schedule A hereto.

SCHEDULE A

NUMBER OF
INITIAL
U.S.
NAME OF UNDERWRITER SECURITIES
------------------- ----------

Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated................................................
Lazard Freres & Co. LLC..........................................
NationsBanc Xxxxxxxxxx Securities, Inc...........................
X.X. Xxxxxx Securities Inc.......................................
---------
Total ......................................................... 4,000,000
=========

Sch A-1

SCHEDULE B

BRYLANE INC.
4,000,000 SHARES OF COMMON STOCK
(PAR VALUE $.01 PER SHARE)

1. The initial public offering price per share for the Securities,
determined as provided in said Section 2, shall be $ .

2. The purchase price per share for the Securities to be paid by the several
Underwriters shall be $ , being an amount equal to the initial public
offering price set forth above less $ per share; provided, that the
purchase price per share for any U.S. Option Securities purchased upon the
exercise of the over-allotment option described in Section 2(b) shall be
reduced by an amount per share equal to any dividends or distributions
declared by the Company and payable on the Initial U.S. Securities but not
payable on the U.S. Option Securities.

Sch B-1

SCHEDULE C

NUMBER OF
INITIAL NUMBER OF
U.S. U.S. OPTION
NAME OF SELLING STOCKHOLDER SECURITIES SECURITIES
--------------------------- ---------- -----------

FSEP II............................................... 1,059,441 158,916
FSEP III.............................................. 1,105,881 165,882
FSEP International.................................... 41,454 6,218
M & P Distributing Co................................. 1,293,994 194,099
Xxxxxxx X. Xxxxxxx.................................... 7,764 1,165
Aramark............................................... 44,450 6,667
Leeway & Co........................................... 129,399 19,410
NYNEX................................................. 129,399 19,410
TJX................................................... 188,218 28,233
--------- -------
Total............................................... 4,000,000 600,000
========= =======

Sch C-1

SCHEDULE D

FSEP II
FSEP III
FSEP International
The Limited, Inc.
The TJX Companies, Inc.
Leeway & Co.
NYNEX
ARAMARK/Gall's Group, Inc.
Xxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxx
Xxxx X. Xxxx
Xxxx X. Xxxxx
Xxxxxx X. Xxxxx
Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxxx
Xxxxxx Xxxx
Xxxxxxxxxx Xxx
Xxxxx Xxxxxxxxx

Sch D-1

EXHIBIT A

FORM OF OPINION OF COMPANY'S COUNSEL
TO BE DELIVERED PURSUANT TO
SECTION 5(b)

(i) The Company has the been duly organized and is validly existing as a
corporation in good standing under the laws of the State of Delaware.

(ii) The Company has the corporate power and authority to own, lease and
operate its properties and to conduct its business as described in the
Prospectus and to enter into and perform its obligations under the Purchase
Agreement, the International Purchase Agreement, the Repurchase Agreements and
the Amended Credit Facility.

(iii) To the best of such counsel's knowledge, the Company is duly qualified
as a foreign corporation to transact business and is in good standing in each
jurisdiction in which such qualification is required, whether by reason of the
ownership or leasing of property or the conduct of business, except where the
failure so to qualify or to be in good standing would not result in a Material
Adverse Effect.

(iv) As of the Closing Time, the issued and outstanding capital stock of the
Company as of August 2, 1997 is as set forth in the Prospectus in the column
entitled "As Adjusted" under the caption "Capitalization" (except for
subsequent issuances, if any, pursuant to reservations, agreements or employee
benefit plans referred to in the Prospectuses); the issued and outstanding
capital stock of the Company have been duly authorized and validly issued and
are fully paid and non-assessable and were not issued in violation of the
preemptive or other similar rights of any securityholder of the Company; and
no holder of the Securities is subject to personal liability exclusively by
reason of being such a holder.

(v) The sale of the Securities is not subject to preemptive or other similar
rights of any securityholder of the Company arising by operation of law, under
the charter or by-laws of the Company or, to the best knowledge of such
counsel, otherwise.

(vi) Each subsidiary has been duly incorporated and is validly existing as a
corporation or a partnership, as the case maybe, in good standing under the
laws of the jurisdiction of its organization, has corporate power or
partnership power, as the case may be, and authority to own, lease and operate
its properties and to conduct its business as described in the Prospectus and,
to the best of such counsel's knowledge, is duly qualified as a foreign
corporation or foreign partnership, as the case maybe, to transact business
and is in good standing in each jurisdiction in which such qualification is
required, whether by reason of the ownership or leasing of property or the
conduct of business, except where the failure so to qualify or to be in good
standing would not result in a Material Adverse Effect; except as otherwise
disclosed in the Registration Statement, all of the issued and outstanding
capital stock or partnership units, as the case may be, of each subsidiary has
been duly authorized and validly issued, is fully paid and non-assessable and,
to the best of our knowledge, are owned of record by the Company, directly or
through subsidiaries, free and clear of any security interest, mortgage,
pledge, lien, encumbrance, claim or equity; none of the outstanding shares of
capital stock or partnership units, as the case may be, of any subsidiary was
issued in violation of the preemptive or similar rights of any securityholder
of such subsidiary.

(vii) Each of the Purchase Agreement and the International Purchase
Agreement has been duly and validly authorized, executed and delivered by the
Company; and each Repurchase Agreement, and the Amended Credit Facility have
been duly authorized, executed and delivered by the Company, and, to such
counsel's knowledge, the other parties thereto, and each Repurchase Agreement
and the Amended Credit Facility create a valid and binding obligation of the
Company and will be enforceable against the Company in accordance with their
terms except as such enforcement may be limited by bankruptcy, insolvency,
moratorium, reorganization, or other similar laws affecting enforcement of
creditors' rights generally or by general principals of equity (regardless of
whether such enforcement is considered in a proceeding in equity or at law).

A-1

(viii) The Registration Statement, including any Rule 462(b) Registration
Statement, has been declared effective under the 1933 Act; any required filing
of the Prospectuses pursuant to Rule 424(b) has been made in the manner and
within the time period required by Rule 424(b); and, to the best of our
knowledge, no stop order suspending the effectiveness of the Registration
Statement or any Rule 462(b) Registration Statement has been issued under the
1933 Act and no proceedings for that purpose have been instituted or are
pending or threatened by the Commission.

(ix) The Registration Statement, including any Rule 462(b) Registration
Statement, the Rule 430A Information and the Rule 434 Information, as
applicable, the Prospectuses and each amendment or supplement to the
Registration Statement and Prospectuses as of their respective effective or
issue dates (other than the financial statements and supporting schedules
included therein or omitted therefrom, as to which no opinion is rendered)
complied as to form in all material respects with the requirements of the 1933
Act and the 1933 Act Regulations.

(x) If Rule 434 has been relied upon, the Prospectuses were not "materially
different," as such term is used in Rule 434, from the prospectuses included
in the Registration Statement at the time it became effective.

(xi) The form of certificate used to evidence the Common Stock complies in
all material respects with all applicable statutory requirements, with any
applicable requirements of the charter and by-laws of the Company and the
requirements of the New York Stock Exchange.

(xii) To the best of such counsel's knowledge, there is not pending or
threatened any action, suit, proceeding, inquiry or investigation, to which
the Company or any of its subsidiaries is a party, or to which any of their
property is subject, before or brought by any court or governmental agency or
body, domestic or foreign, which is required to be disclosed in the
Registration Statement or which might reasonably be expected to result in a
Material Adverse Effect, or which might reasonably be expected to materially
and adversely affect the properties or assets thereof or the consummation of
the transactions contemplated in the Purchase Agreement, the International
Purchase Agreement, the Amended Credit Facility and the Repurchase Agreements
or the performance by the Company of its obligations thereunder.

(xiii) The information in the Prospectuses under "Description of Capital
Stock--Common Stock," "Certain Relationships and Related Transactions" and
"Description of Certain Financing Arrangements" and in the Registration
Statement under Item 14, to the extent that it constitutes matters of law,
summaries of legal matters, the Company's charter and by-laws or legal
proceedings, or legal conclusions, has been reviewed by us and is correct in
all material respects.

(xiv) To the best of our knowledge, there are no statutes or regulations
that are required to be described in the Prospectuses that are not described
as required.

(xv) All descriptions in the Registration Statement of contracts and other
documents to which the Company or its subsidiaries are a party are accurate in
all material respects; to the best of our knowledge, there are no franchises,
contracts, indentures, mortgages, loan agreements, notes, leases or other
instruments required to be described or referred to in the Registration
Statement or to be filed as exhibits thereto other than those described or
referred to therein or filed or incorporated by reference as exhibits thereto,
and the descriptions thereof or references thereto are correct in all material
respects.

(xvi) No filing with, or authorization, approval, consent, license, order,
registration, qualification or decree of, any court or governmental authority
or agency, domestic or foreign (other than under the 1933 Act and the 1933 Act
Regulations, which have been obtained, or as may be required under the
securities or blue sky laws of the various states or under the laws and
regulations of jurisdictions outside the United States in which the
International Securities are offered, as to which we express no opinion) is
necessary or required in connection with the offering or sale of the
Securities, and to the best of such counsel's knowledge, in connection with
the due authorization, execution and delivery of the Purchase Agreement, the
International Purchase Agreement, the Amended Credit Facility or the
Repurchase Agreements.

A-2

(xvii) The execution, delivery and performance of each of the Purchase
Agreement, the International Purchase Agreement, the Repurchase Agreements and
the Amended Credit Facility, and the consummation of the transactions
contemplated therein and in the Registration Statement (including, but not
limited to, the Common Stock Repurchase) and compliance by the Company with
its obligations under the Purchase Agreement, the International Purchase
Agreement, the Amended Credit Facility and the Repurchase Agreement do not and
will not, whether with or without the giving of notice or lapse of time or
both, conflict with or constitute a breach of, or default or a Repayment Event
(as defined in Section 1(a)(xviii) of the Purchase Agreement and the
International Purchase Agreement) under or result in the creation or
imposition of any lien, charge or encumbrance upon any property or assets of
the Company or any of its subsidiaries pursuant to any contract, indenture,
mortgage, deed of trust, loan or credit agreement, note, lease or any other
agreement or instrument, known to us, to which the Company or any of its
subsidiaries is a party or by which it or any of them may be bound, or to
which any of the property or assets of the Company or any of its subsidiaries
is subject, and which have been identified to us on the Certificate (except
for such conflicts, breaches or defaults or Liens that are described in the
Prospectus or that would not have a Material Adverse Effect), nor will such
action result in any violation of the provisions of the charter or by-laws of
the Company or any of its subsidiaries, or any applicable law, statute, rule,
regulation, judgment, order, writ or decree, known to us, of any government,
government instrumentality or court, domestic or foreign, having jurisdiction
over the Company or any of its subsidiaries or any of their respective
properties, assets or operations.

(xviii) To the best of such counsel's knowledge, except as described in the
Prospectuses, there are no persons with registration rights or other similar
rights to have any securities registered pursuant to the Registration
Statement or otherwise registered by the Company under the 1933 Act.

(xix) The Company is not an "investment company" or an entity "controlled"
by an "investment company," as such terms are defined in the 1940 Act.

(xx) Such counsel has participated in conferences with officers and other
representatives of the Company and its subsidiaries, counsel employed by the
Company and its subsidiaries, representatives of the independent public
accountants for the Company and its subsidiaries, representatives of the
Underwriters and counsel for the Underwriters, at which conferences the
contents of the Registration Statement and Prospectuses and related matters
were discussed and, although such counsel are not passing upon, and do not
assume any responsibility for, the accuracy, completeness or fairness of the
statements contained in the Registration Statement or the Prospectuses, and
have not made any independent check or verification thereof, except as
specifically provided in such opinions, on the basis of the foregoing, and
relying as to materiality to an extent such counsel deems appropriate upon the
opinions of officers and other representatives of the Company, nothing has
come to their attention that would lead them to believe that the Registration
Statement (except for financial statements and schedules and other financial
data included therein, as to which counsel need make no statement), as of its
date, contained an untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading or that the Prospectuses (except for
financial statements and schedules and other financial data included therein,
as to which counsel need make no statement), as of its date (unless the term
"Prospectuses" refers to a prospectus which has been provided to the
Underwriters by the Company for use in connection with the offering of the
Securities which differs from the Prospectuses on file at the Commission at
the time the Registration Statement becomes effective, in which case at the
time it is first provided to the Underwriters for such use) or at Closing
Time, included or includes an untrue statement of a material fact or omitted
or omits to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.

In rendering such opinion, such counsel may rely as to matters of fact (but
not as to legal conclusions), to the extent they deem proper, on certificates
of responsible officers of the Company and public officials. Such opinion
shall not state that it is to be governed or qualified by, or that it is
otherwise subject to, any treatise, written policy or other document relating
to legal opinions, including, without limitation, the Legal Opinion Accord of
the ABA Section of Business Law (1991).

X-0

XXXXXXX X-0

FORM OF OPINION OF COUNSEL
FOR THE SELLING STOCKHOLDERS
TO BE DELIVERED PURSUANT TO
SECTIONS 5(c) AND (d)

(i) No filing with, or consent, approval, authorization, license, order,
registration, qualification or decree of, any court or governmental authority
or agency, domestic or foreign (other than the filing of the Registration
Statement, the issuance of the order of the Commission declaring the
Registration Statement effective, and such authorizations, approvals or
consents as may be necessary under state securities and "blue sky" laws, and
such as have been obtained or may be required under the laws and regulations
of jurisdictions outside the United States in which the International
Securities are offered, or by the bylaws and rules of the NASD in connection
with the purchase and distribution by the Underwriters of the Securities to be
sold by the Selling Stockholders, as to which we need express no opinion) is
necessary or required to be obtained by the Selling Stockholder for the
performance by the Selling Stockholder of its obligations under the Purchase
Agreement, the International Purchase Agreement, the applicable Repurchase
Agreement, or in connection with the offer, sale or delivery of the
Securities.

(ii) The execution, delivery and performance of the Purchase Agreement, the
International Purchase Agreement, the applicable Repurchase Agreement and the
sale and delivery of the Securities and the consummation of the transactions
contemplated in the Purchase Agreement, the International Purchase Agreement,
the Repurchase Agreements and in the Registration Statement and compliance by
the Selling Stockholder with its obligations under the Purchase Agreement, the
International Purchase Agreement and the Repurchase Agreement, have been duly
authorized by such Selling Stockholder, and to our knowledge, do not and will
not, whether with or without giving of notice or lapse of time or both,
conflict with or constitute a breach of, or default under or result in the
creation or imposition of any tax, lien, charge or encumbrance upon the
Securities or any property or assets of the Selling Stockholder pursuant to,
any contract, indenture, mortgage, deed of trust, loan or credit agreement,
note, license, lease or other instrument or agreement to which the Selling
Stockholder is a party or by which it may be bound, or to which any of the
property or assets of the Selling Stockholder may be subject, nor will such
action result in any violation of the provisions of the charter or by-laws of
the Selling Stockholder, if applicable, or any law or administrative
regulation of any governmental agency or body or to our knowledge, any
judgment or order or any administrative or court decree having jurisdiction
over the Selling Stockholder or any of its properties.

(iii) The Repurchase Agreement has been duly authorized by the Selling
Stockholder and constitutes the legal, valid and binding agreements of the
Selling Stockholders and will be enforceable against the Selling Stockholders
in accordance with their terms except as such enforcement may be limited by
bankruptcy, insolvency, moratorium, reorganization, or other similar laws
affecting enforcement of creditors' rights generally or by general principles
of equity (regardless of whether such enforcement is considered in a
proceeding in equity or at law).

(iv) Each of the Purchase Agreement and the International Purchase Agreement
has been duly authorized, executed and delivered by or on behalf of the
Selling Stockholders.

(v) To the best of our knowledge such parts of the Registration Statement
and the Prospectus comprising information under the caption "Principal and
Selling Stockholders" which specifically relate to the Selling Stockholders
are accurate in all material respects at the date the Registration Statement
became effective and at the date of the Prospectus.

B1-1

EXHIBIT B-2

FORM OF OPINION OF COUNSEL
FOR THE SELLING STOCKHOLDERS
TO BE DELIVERED PURSUANT TO
SECTION 5(e)

(i) No filing with, or consent, approval, authorization, license, order,
registration, qualification or decree of, any court or governmental authority
or agency, domestic or foreign (other than the filing of the Registration
Statement, the issuance of the order of the Commission declaring the
Registration Statement effective, and such authorizations, approvals or
consents as may be necessary under state securities and "blue sky" laws, and
such as have been obtained or may be required under the laws and regulations
of jurisdictions outside the United States in which the International
Securities are offered, or by the bylaws and rules of the NASD in connection
with the purchase and distribution by the Underwriters of the Securities to be
sold by the Selling Stockholders, as to which we need express no opinion) is
necessary or required to be obtained by the Selling Stockholders for the
performance by the Selling Stockholders of their obligations under the
Purchase Agreement, the International Purchase Agreement or in the applicable
Power of Attorney and Custody Agreement, or in connection with the offer, sale
or delivery of the Securities.

(ii) The Power of Attorney and Custody Agreements have been duly authorized
by the Selling Stockholders and the Custodian appointed thereunder is
authorized to deliver the Securities on behalf of the Selling Stockholders in
accordance with the terms of the Purchase Agreement and the International
Purchase Agreement.

(iii) The execution, delivery and performance of the Purchase Agreement, the
International Purchase Agreement, the applicable Repurchase Agreement and the
sale and delivery of the Securities and the consummation of the transactions
contemplated in the Purchase Agreement, the International Purchase Agreement,
the Repurchase Agreements and in the Registration Statement and compliance by
the Selling Stockholders with their obligations under the Purchase Agreement,
the International Purchase Agreement and the Repurchase Agreement, have been
duly authorized by the Selling Stockholders, and to our knowledge, do not and
will not, whether with or without giving of notice or lapse of time or both,
conflict with or constitute a breach of, or default under or result in the
creation or imposition of any tax, lien, charge or encumbrance upon the
Securities or any property or assets of the Selling Stockholders pursuant to,
any contract, indenture, mortgage, deed of trust, loan or credit agreement,
note, license, lease or other instrument or agreement to which the Selling
Stockholders are a party or by which they may be bound, or to which any of the
property or assets of the Selling Stockholders may be subject, nor will such
action result in any violation of the provisions of the charter or by-laws of
the Selling Stockholders, if applicable, or any law, administrative
regulation, or to our knowledge, any judgment or order of any governmental
agency or body or any administrative or court decree having jurisdiction over
the Selling Stockholders or any of their properties.

(iv) The Power of Attorney and Custody Agreements and the Repurchase
Agreements have been duly authorized by the Selling Stockholders and
constitutes the legal, valid and binding agreements of the Selling
Stockholders and will be enforceable against the Selling Stockholders in
accordance with their terms except as such enforcement may be limited by
bankruptcy, insolvency, moratorium, reorganization, or other similar laws
affecting enforcement of creditors' rights generally or by general principles
of equity (regardless of whether such enforcement is considered in a
proceeding in equity or at law).

(v) Each of the Purchase Agreement and the International Purchase Agreement
has been duly authorized, executed and delivered by or on behalf of the
Selling Stockholders.

(vi) To the best of our knowledge such parts of the Registration Statement
and the Prospectus comprising information under the caption "Principal and
Selling Stockholders" which specifically relate to the Selling Stockholders
are accurate in all material respects at the date the Registration Statement
became effective and at the date of the Prospectus.

B2-1

EXHIBIT B-3

FORM OF OPINIONS OF XXXXXXXX & X'XXXX, SPECIAL COUNSEL FOR THE SELLING
STOCKHOLDERS, AND XXXXX, POLK & XXXXXXXX, COUNSEL FOR
M & P DISTRIBUTING CO. TO BE DELIVERED PURSUANT TO SECTION 5(f)

(i) Upon physical delivery to Xxxxxxx Xxxxx, as Global Coordinator for the
several Underwriters (the "Buyer") in the State of New York of the securities
identified on Schedule 1 hereto (the "Securities") registered in the Buyer's
name, the Buyer will acquire the Securities free of any adverse claims (within
the meaning of Section 8-102(a)(1) of the Uniform Commercial Code as currently
in effect in the State of New York).

The opinion set forth in paragraph (i) is subject to the following
qualifications:

(a) We have assumed that neither the Buyer nor any other underwriter has
notice of any adverse claims with respect to the Securities.

(b) Our opinion is limited to the Uniform Commercial Code as currently in
effect in the State of New York, and such opinion does not address (i) laws
other than the Uniform Commercial Code as currently in effect in the State
of New York, (ii) collateral of a type not subject to the Uniform
Commercial Code as currently in effect in the State of New York, and
(iii) what law governs whether adverse claims can be asserted against the
Buyer.

B3-1

SCHEDULE 1 TO EXHIBIT B-3

REGISTERED OWNER
NAME OF ISSUER CERTIFICATE NUMBER OF CERTIFICATE
-------------- ------------------ ----------------

B4-1

EXHIBIT C

[FORM OF LOCK-UP FROM DIRECTORS AND OTHER STOCKHOLDERS PURSUANT TO SECTION
5(I)]

October 14, 1997

XXXXXXX XXXXX & CO.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated,
LAZARD FRERES & CO. LLC
NATIONSBANC XXXXXXXXXX SECURITIES, INC.
X.X. XXXXXX SECURITIES INC.
as Representative(s) of the several
Underwriters to be named in the
within-mentioned Purchase Agreement
x/x Xxxxxxx Xxxxx & Xx.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
Xxxxx Xxxxx
Xxxxx Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000

Re: Proposed Public Offering by Brylane Inc.

Dear Sirs:

The undersigned, a [parent of a stockholder of/a director of/stockholder of]
Brylane Inc., a Delaware corporation (the "Company"), understands that Xxxxxxx
Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated ("Xxxxxxx
Xxxxx"), Xxxxxx Freres & Co. LLC, Xxxxxxxxxx Securities and X.X. Xxxxxx
Securities Inc. propose to enter into a Purchase Agreement (the "Purchase
Agreement") with the Company providing for the public offering of shares of
the Company's common stock, par value $.01 per share (the "Common Stock"). In
recognition of the benefit that such an offering will confer upon the
undersigned as a stockholder of the Company, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the undersigned agrees with each underwriter to be named in the Purchase
Agreement that, during a period of 90 days from the date of the Purchase
Agreement, the undersigned will not, directly or indirectly, without the prior
written consent of Xxxxxxx Xxxxx, (i) offer, pledge, sell, contract to sell,
sell any option or contract to purchase, purchase any option or contract to
sell, grant any option, right or warrant to purchase, or otherwise dispose of
or transfer any shares of the Company's Common Stock or any securities
convertible into or exchangeable or exercisable for Common Stock, whether now
owned or hereafter acquired by the undersigned or with respect to which the
undersigned has or hereafter acquires the power of disposition, or file any
registration statement under the Securities Act of 1933, as amended, with
respect to any of the foregoing or (ii) enter into any swap or any other
agreement or any transaction that transfers, in whole or in part, directly or
indirectly, the economic consequence of ownership of the Common Stock, whether
any such swap transaction is to be settled by delivery of Common Stock or
other securities, in cash or otherwise; provided, however, that the
undersigned may without such consent (i) exercise any outstanding stock
options granted pursuant to existing employee benefit plans of the Company
referred to in the Prospectus, and (ii) with prior notice to Xxxxxxx Xxxxx,
make (x) bona fide gifts to persons, or (y) transfers or sales to affiliates
of the undersigned, in each case who agree in writing with Xxxxxxx Xxxxx to be
bound by the provisions of this letter.

If for any reason the Purchase Agreement shall be terminated prior to the
Closing Date (as defined in the Purchase Agreement), the agreement set forth
above shall likewise be terminated.

Very truly yours,

Signature:
___________________________

Print Name:
___________________________

C-1

[FORM OF LOCK-UP FROM OFFICERS PURSUANT TO SECTION 5(I)]

October 14, 1997

Re: Proposed Public Offering by Brylane Inc.

Dear Sirs:

The undersigned, an executive officer of Brylane Inc., a Delaware
corporation (the "Company"), understands that Xxxxxxx Xxxxx & Co., Xxxxxxx
Lynch, Pierce, Xxxxxx & Xxxxx Incorporated ("Xxxxxxx Xxxxx"), Lazard Freres &
Co. LLC, Xxxxxxxxxx Securities and X.X. Xxxxxx Securities Inc. propose to
enter into a Purchase Agreement (the "Purchase Agreement") with the Company
providing for the public offering of shares of the Company's common stock, par
value $.01 per share (the "Common Stock"). In recognition of the benefit that
such an offering will confer upon the undersigned as a stockholder of the
Company, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the undersigned agrees with each
underwriter to be named in the Purchase Agreement that, from the date of the
Purchase Agreement until December 15, 1997, the undersigned will not, directly
or indirectly, without the prior written consent of Xxxxxxx Xxxxx, (i) offer,
pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant to
purchase, or otherwise dispose of or transfer any shares of the Company's
Common Stock or any securities convertible into or exchangeable or exercisable
for Common Stock, whether now owned or hereafter acquired by the undersigned
or with respect to which the undersigned has or hereafter acquires the power
of disposition, or file any registration statement under the Securities Act of
1933, as amended, with respect to any of the foregoing or (ii) enter into any
swap or any other agreement or any transaction that transfers, in whole or in
part, directly or indirectly, the economic consequence of ownership of the
Common Stock, whether any such swap transaction is to be settled by delivery
of Common Stock or other securities, in cash or otherwise; provided, however,
that the undersigned may without such consent (i) exercise any outstanding
stock options granted pursuant to existing employee benefit plans of the
Company referred to in the Prospectus, and (ii) with prior notice to Xxxxxxx
Xxxxx, make (x) bona fide gifts to persons, or (y) transfers or sales to
affiliates of the undersigned, in each case who agree in writing with Xxxxxxx
Xxxxx to be bound by the provisions of this letter.

If for any reason the Purchase Agreement shall be terminated prior to the
Closing Date (as defined in the Purchase Agreement), the agreement set forth
above shall likewise be terminated.

Very truly yours,

Signature:
_________________________

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EXHIBIT 1.1 BRYLANE INC. (A DELAWARE CORPORATION) 4,000,000 SHARES OF COMMON STOCK U.S. PURCHASE AGREEMENT DATED: OCTOBER 14, 1997

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