xXXxX*s Inc.
000 Xxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
July 9, 1998
American Retail Enterprises, L.P.
0000 Xxxxx Xxxxxx
Xxxxxxx, Xxx Xxxx 00000
Attention: Xx. Xxxxxxx Xxxxxx
Re: Amendment No. 2
---------------
Ladies and Gentlemen:
We refer you to that certain Asset Purchase Agreement dated June 1, 1998, as
previously amended (the "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 Agreement. Capitalized terms used but not otherwise
defined herein have the meanings ascribed to them in the Agreement.
The parties hereto hereby agree to amend the Agreement as follows:
1. The Agreement is amended by adding xXXxX*s Properties Inc., a Delaware
corporation ("Properties"), as a party.
2. Section 1.1 of the Agreement is amended by changing the definition of "Issue
Price" to read as follows:
"'Issue Price' means $18.00."
3. Section 2.5 of the Agreement is amended by replacing the third sentence
thereof with the following sentence:
"These apportionments shall be determined (effective as of the Closing
Date) and payment made accordingly from the Companies to
Purchaser or from Purchaser to the Company, as the case may be, in cash, at
the same time as the Price Adjustments, as provided in Article III below."
4. Section 3.1 of the Agreement is amended by changing (i) the reference to
"$9,400,000" in clause (a) thereof to be a reference to "$10,025,000.00"; and
(ii) the reference to "10,250,000" in clause (b) thereof to be a reference to
"$10,875,000.00".
5. Section 3.1 of the Agreement is further amended by adding the words "and
xXXxX*s Properties Inc." immediately after the word "Purchaser" in clauses (b)
and (c) thereof.
6. Section 3.3 of the Agreement is amended by deleting clause (b) thereof and
deleting the reference to ", but is less than 120% of the Issue Price," in
clause (c) thereof, which clause becomes clause (b).
7. Section 15.14 of the Agreement is amended by adding the words ", amendments
to this Agreement or the other Seller's Documents" immediately following the
word "certificate" in the first sentence of clause (a)(i) thereof.
8. Article VIII of the Purchase Agreement is hereby amended by adding a new
Section 8.5 immediately following Section 8.4 thereof, which Section 8.5 shall
read as follows:
"8.5 Construction Contracts. Subject in each instance to the approval
of Xxxx Xxxxxxxx in his capacity after the Closing as President of
Purchaser, Purchaser and Parent agree to reimburse the Company for all
payments made from and after the Closing Date under those certain
construction contracts with respect to the remodeling of the following
Company's stores, solely to the extent such stores are sold to Purchaser:
(a) Poughkeepsie Galleria, Poughkeepsie, New York, (b) Galleria at Crystal
Run, Middletown, New York, (c) Ocean County Mall, Toms River, New Jersey
and (d) Xxxxxxx Xxxxxx Xxxx, Xxxxx Xxxxxxxxxxxx, Xxxxxxxxxxxxx. The parties
agree that for purposes of preparing the Closing Statement, that only that
portion of the payments that have been made by the Company prior to or at
the Closing shall be included as assets of the Purchased Assets on the
Closing Statement."
9. Section 15.13 of the Agreement is amended (i) by adding the words "and
Properties" immediately after the word "Purchaser" in the first sentence
thereof; and (ii) by adding the words "and Properties'" immediately after the
word "Purchaser's" in the third sentence thereof.
10. Section 3.4 of the Agreement is amended by adding "the Closing in connection
with the 26th Purchased Store or July 31, 1998, whichever is earlier"
immediately after the words "prior to" in the first sentence thereof and
deleting the word "Closing" in the first sentence thereof.
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
XXXXX*S PROPERTIES INC.
By: ____________________________________
Xxxx Xxxxxxx, Senior Vice President
AGREED AND ACKNOWLEDGED:
AMERICAN RETAIL ENTERPRISES, L.P.
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
RETAIL APPAREL SERVICE CORP.
By: ______________________________________
Name:
Title:
LANDMARK PANTS CORP.
By: ______________________________________
Name:
Title:
XXXX COUNTRY OF POUGHKEEPSIE, INC.
By: ______________________________________
Name:
Title:
XXXX COUNTRY OF MONMOUTH, INC.
By: ______________________________________
Name:
Title:
XXXX COUNTRY OF EMERALD, INC.
By: ______________________________________
Name:
Title:
PARADISE HEIGHTS ROCKAWAY, INC.
By: ______________________________________
Name:
Title:
JUST SHIRTS - MIDDLETOWN, INC.
By: ______________________________________
Name:
Title:
SCREEEM OF FREEHOLD, INC.
By: ______________________________________
Name:
Title:
SCREEEM OF GARDEN STATE PLAZA, INC.
By: ______________________________________
Name:
Title:
SCREEEM OF MENLO PARK, INC.
By: ______________________________________
Name:
Title:
SCREEEM OF PLAZA KING OF PRUSSIA, INC.
By: ______________________________________
Name:
Title:
XXXX COUNTRY, NANUET, INC.
By: ______________________________________
Name:
Title:
SCREEEM OF OXFORD VALLEY, INC.
By: ______________________________________
Name:
Title:
SCREEEM OF NEW ENGLAND, INC.
By: ______________________________________
Name:
Title:
SCREEEM OF BAY SHORE, INC.
By: ______________________________________
Name:
Title:
XXXX COUNTRY, YORKTOWN, INC.
By: ______________________________________
Name:
Title:
XXXX COUNTRY, SUNRISE, INC.
By: ______________________________________
Name:
Title:
XXXX COUNTRY XXXXX, LTD.
By: ______________________________________
Name:
Title:
XXXX COUNTRY HUNTINGTON, INC.
By: ______________________________________
Name:
Title:
XXXX COUNTRY OF ROOSEVELT FIELD, INC.
By: ______________________________________
Name:
Title:
THREE FOR ALL XXXXX HAVEN, INC.
By: ______________________________________
Name:
Title:
XXXX COUNTRY MID ISLAND, INC.
By: ______________________________________
Name:
Title:
XXXX COUNTRY CHERRY HILL, INC.
By: ______________________________________
Name:
Title:
XXXX COUNTRY, DANBURY, INC.
By: ______________________________________
Name:
Title:
LANDMARK PANTS CORP.
By: ______________________________________
Name:
Title:
RETAIL APPAREL SERVICE CORP.
By: ______________________________________
Name:
Title:
XXXX COUNTRY PARAMUS, INC.
By: ______________________________________
Name:
Title:
SCREEEM OF XXXXX HAVEN, INC.
By: ______________________________________
Name:
Title:
