xXXxX*s Inc.
000 Xxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
July 10, 1998
American Retail Enterprises, L.P.
0000 Xxxxx Xxxxxx
Xxxxxxx, Xxx Xxxx 00000
Attention: Xx. Xxxxxxx Xxxxxx
Re: Amendment No.1
--------------
Ladies and Gentlemen:
We refer you to that certain Letter Agreement dated June 1, 1998 (the "Letter
Agreement") entered into in connection with that certain Asset Purchase
Agreement entered into as of June 1, 1998 (the "Purchase Agreement") among
Screeem! Inc., a Delaware corporation, xXXxX*s Inc., a Delaware corporation,
American Retail Enterprises, L.P., a New York limited partnership, Retail
Apparel Service Corp., a New York corporation, Landmark Pants Corp., a New York
corporation, and the entities listed on Annex I to the Purchase Agreement.
Capitalized terms used but not otherwise defined herein have the meanings
ascribed to them in the Purchase Agreement.
This is to confirm that we have agreed to amend Schedule I of the Letter
Agreement to read in its entirety as follows:
SCHEDULE I
The amount of Purchase Price deducted as a result of a failure to obtain consent
to assignment will be as follows:
For the first such Excluded Store: 90% of 1/26 of the Purchase Price
For the second such Excluded Store: 85% of 1/26 of the Purchase Price
For the third such Excluded Store: 80% of 1/26 of the Purchase Price
For the fourth such Excluded Store: 75% of 1/26 of the Purchase Price
For the fifth such Excluded Store: 70% of 1/26 of the Purchase Price
For the sixth such Excluded Store: 65% of 1/26 of the Purchase Price
For the seventh such Excluded Store: 65% of 1/26 of the Purchase Price
For the eighth such Excluded Store: 65% of 1/26 of the Purchase Price"
This is also to confirm that the Letter Agreement, as hereby amended, remains
applicable to the Purchase Agreement, as amended by Amendment No.1 dated June
29, 1998 and Amendment No. 2 dated July , 1998.
Please confirm your agreement to the foregoing by signing and returning to us a
copy of this letter.
Very truly yours,
XXXXX*S INC.
By: ____________________________________
Xxxx Xxxxxxx, Senior Vice President
SCREEEM! INC.
By: _____________________________________
Xxxx Xxxxxxx, Senior Vice President
AGREED AND ACKNOWLEDGED:
AMERICAN RETAIL ENTERPRISES, L.P.
(for itself and as agent for the Companies)
By: LANDMARK PANTS CORP.
General Partner
By: __________________________________
Xxxxxxx Xxxxxx, Vice President
By: ___________________________________
Xxxx Xxxxxxxx, Vice President
By: THE PANTS SET, INC.
General Partner
By: ___________________________________
Xxxxxxx Xxxxxx, President
By: ____________________________________
Xxxx Xxxxxxxx, Vice President
