EXHIBIT 2.02
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT
AMENDMENT NO. 1, dated as of July 27, 1998, to the Asset Purchase
Agreement (the "Purchase Agreement") dated as of July 6, 1998 among G & G Shops,
Inc., ("G&G"), each of the subsidiaries of G&G and Petrie Retail, Inc. specified
on the schedules to the Purchase Agreement, PSL, Inc. and G+G Retail, Inc.
Capitalized terms used herein and not otherwise defined shall have the meanings
set forth in the Purchase Agreement.
WHEREAS, the parties hereto desire to amend the Purchase Agreement
in accordance with the terms hereof.
NOW, THEREFORE, for good and valuable consideration, receipt of
which is hereby acknowledged, the parties hereto agree as follows:
1. Section 9.3(g) of the Purchase Agreement is hereby amended by
deleting the two references to the date "July 20, 1998" contained therein and
replacing them with the date "July 29, 1998."
2. Section 9.3(h) of the Purchase Agreement is hereby amended by
deleting the two references to the date "July 20, 1998" contained therein and
replacing them with the date "July 29, 1998."
3. Except as set forth herein, the Purchase Agreement shall continue
in full force and effect in accordance with its terms (as modified by order of
the Bankruptcy Court) and the Purchase Agreement, as amended hereby, is hereby
ratified and confirmed by the parties thereto.
4. This Amendment No. 1 shall be construed, performed and enforced
in accordance with, and governed by, the laws of the State of New York, without
giving effect to the principles of conflicts of laws thereof.
5. For the convenience of the parties, any number of counterparts of
this Amendment No. 1 may be executed by any one or more parties hereto, and each
such executed counterpart shall be, and shall be deemed to be, an original, but
all of which shall constitute, and shall be deemed to constitute, in the
aggregate, but one and the same instrument.
IN WITNESS WHEREOF, the parties have executed and delivered this
Amendment No. 1 as of the day and year first written above.
G & G SHOPS, INC.
By: /s/ Edwin J. Holman
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Name: Edwin J. Holman
Title: Chairman of the Board
PSL, INC.
By: /s/ Edwin J. Holman
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Name: Edwin J. Holman
Title: Chairman of the Board
and Chief Executive Officer
78 Nassau Sweet Corp.
458 Seventh Avenue Corporation
G & G Island Corporation
G & G Shops of Brooklyn, Inc.
G & G Shops of Maryland, Inc.
G & G Shops of Mid-Island Corp.
G & G Shops of Nanuet, Inc.
G & G Shops of New England, Inc.
G & G Shops of New York, Inc.
G & G Shops of North Carolina, Inc.
G & G Shops of Pennsylvania, Inc.
G & G Shops of Woodbridge, Inc.
Sco-Jef Mercantile Corp.
By: /s/ Edwin J. Holman
--------------------------------
Name: Edwin J. Holman
Title: Chairman of the Board
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157 De Diego Corporation
61 Dr. Veve Corporation
Caribe Apparel Corporation
Christina El Senorial Corp.
Cumbres Apparel Corp.
Dayson's Cupey Corp.
Dayson's of Ponce, Inc.
El Canton Apparel Corp.
Franklin 198 Corp.
Franklin 203 Corp.
Franklin 203 Corp.
Franklin 221 Corp.
Franklin 253 Corp.
Marianne Estrella Corp.
Noya Carolina Corp.
N. Calimano MPA Corp.
Progresso-Corchado Corp.
Rave Apparel of Bayamon Corporation
Rave Apparel Corporation of Humacao
Whitney Stores, Inc.
By: /s/ Edwin J. Holman
--------------------------------
Name: Edwin J. Holman
Title: Chairman of the Board
and Chief Executive Officer
G+G RETAIL, INC.
By: /s/ Jonathan Berger
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Name: Jonathan Berger
Title: Vice President
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