EXHIBIT 2.03
AMENDMENT
TO
ASSET PURCHASE AGREEMENT
THIS AMENDMENT, dated as of August 24, 1998, to ASSET PURCHASE
AGREEMENT dated as of July 6, 1998 among G & G Shops, Inc., a Delaware
corporation ("G&G") and a debtor and debtor-in-possession in a case pending
under chapter 11 of the Bankruptcy Code, each of the Subsidiaries of G&G
specified on Schedule 1.1 thereto (each a "G&G Seller" and collectively the "G&G
Sellers"), each of which is a debtor and debtor-in-possession in a case pending
under chapter 11 of the Bankruptcy Code, each of the Subsidiaries of Petrie
Retail, Inc., a Delaware corporation ("PRI"), specified on Schedule 1.2 thereto
(each a "Petrie Seller" and collectively the "Petrie Sellers"), each of which is
a debtor and debtor-in-possession in a case pending under chapter 11 of the
Bankruptcy Code, PSL, Inc., a Delaware corporation and a debtor and
debtor-in-possession in a case pending under chapter 11 of the Bankruptcy Code
("PSL" and, together with the Petrie Sellers, the "Other Sellers") (G&G,
together with the G&G Sellers and the Other Sellers, each a "Seller" and
collectively the "Sellers"), and G+G Retail, Inc., a Delaware corporation
("Purchaser").
PRELIMINARY STATEMENT
WHEREAS, the Sellers and Purchaser entered into the Asset Purchase
Agreement referred to above (the "Agreement");
WHEREAS, the Sellers and Purchaser desire to make certain amendments
to the Agreement;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
ARTICLE I.
AMENDMENTS
The Agreement is hereby amended as follows:
(a) Section 2.3 is amended by adding at the end of the first
sentence thereof the following:
"and 15,000 shares of the Class C Common Stock of G&G Retail
Holdings, Inc."
(b) Section 8.1 is amended by adding thereto, immediately after the
words "Chief Operating Officer," the following:
"or the Chief Administrative and Chief Financial Officer".
(c) Schedule 1.3 to the Agreement is supplemented by the attached
Supplement to Schedule 1.3.
(d) The attached Schedule 2.6 is added to the Agreement as Schedule
2.6.
ARTICLE II
RATIFICATION
The Agreement, as amended pursuant to Article I, is hereby ratified
and confirmed.
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IN WITNESS WHEREOF, Sellers and Purchaser have executed and
delivered this Amendment as of the day and year first written above.
G & G SHOPS, INC.
By: /s/ Gerald M. Chaney
------------------------------------
Name: Gerald M. Chaney
Title: Executive Vice President -
Chief Administrative Officer
and Chief Financial Officer
PSL, INC.
By: /s/ Gerald M. Chaney
------------------------------------
Name: Gerald M. Chaney
Title: Executive Vice President -
Chief Administrative Officer
and Chief Financial Officer
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78 Nassau Street 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/ Gerald M. Chaney
------------------------------------
Name: Gerald M. Chaney
Title: Executive Vice President -
Chief Administrative Officer
and Chief Financial Officer
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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/ Gerald M. Chaney
------------------------------------
Name: Gerald M. Chaney
Title: Executive Vice President -
Chief Administrative Officer
and Chief Financial Officer
G+G RETAIL, INC.
By: /s/ Jonathan Berger
------------------------------------
Name: Jonathan Berger
Title: Vice President
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