AMENDMENT OF AGREEMENT AND PLAN OF MERGER
The undersigned parties hereby agree that the AGREEMENT AND
PLAN OF MERGER, dated as of December 4, 1998 among GIANT GROUP,
LTD., a Delaware corporation ("GIANT"), GIANT PS/ACQ CORPORATION,
a Delaware corporation ("Acquisition Corp."), and PERISCOPE
SPORTSWEAR, INC., a Delaware corporation ("Periscope"), shall, as
of December 9, 1998, be amended as follows:
1) The last sentence of Section 1.4 shall be amended and
restated in its entirety to read as follows:
"Until surrendered in accordance with the provisions of
Section 1.5 hereof, each share of Periscope Common Stock
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shall represent, for all purposes, only the right to receive
the Merger Consideration or payment for his shares of
Periscope Common Stock in accordance with the appraisal
rights provisions under Section 262 of the DGCL."
2) Clause (iii) of Section 1.8(b) shall be amended and
restated in its entirety to read as follows:
"(iii) an interest charge at a rate of ten (10%) percent per
annum shall be charged for advances exceeding $3 million
made by GIANT or any GIANT subsidiary to Periscope; it being
agreed that to the extent that any Periscope Stockholders
shall have sought appraisal rights in accordance with the
provisions of the DGCL, then, and in such event, an amount
equal to the sum of (A) all amounts paid to such Periscope
Stockholders in connection therewith plus (B) the number of
shares of Periscope Common Stock for which appraisal
proceedings are pending on December 31, 1999 multiplied by
$7.25 shall, for purposes of this clause (iii) be deemed to
have been advanced to Periscope by GIANT on January 1,
1999."
3) Clause (y) of Section 3.5(a) shall be amended and
restated in its entirety to read as follows:
"(y) the unaudited financial statements of Periscope as of
September 30, 1998, consisting of the balance sheet at such
date and the results of operations for the nine months then
ended (the "Periscope Interim Financial Statements")."
4) The last sentence in Section 3.10(b) shall be amended
and restated in its entirety to read as follows:
"Except as provided on Schedule 3.10, Periscope is not
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required to give any notice to any other person who is a
party to an agreement listed on Schedule 3.10 regarding this
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Agreement or the Merger."
5) The first sentence in Section 3.16 shall be amended and
restated in its entirety to read as follows:
"Schedule 3.16 sets forth a complete and correct list of the
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accounts receivable of Periscope as set forth on the
Periscope Interim Balance Sheet."
6) The last sentence of Section 3.23 shall be deleted in
its entirety so that Section 3.23 shall read as follows:
"3.23 Required Vote. The affirmative vote of the holders
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of a majority of the outstanding shares of Periscope Common
Stock, voting together as one class, is the only vote of the
Periscope stockholders required to approve this Agreement,
the Merger and the transactions contemplated herein."
7) Section 5.11 shall be amended and restated in its
entirety to read as follows:
"5.11 Discharge of Certain Periscope Indebtedness.
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Immediately prior to the Effective Time of the Merger, GIANT
shall advance to Periscope the funds necessary to allow
Periscope to repay its (i) $13.5 million term loan, plus
accrued interest, to BankBoston, N.A. ("BBNA") and (ii) $3.0
million loan, plus accrued interest, to BancBoston Ventures,
Inc. ("BBVI")."
8) Section 6.6 shall be amended and restated in its
entirety to read as follows:
"6.6 Employment Agreement. Periscope shall have delivered
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to GIANT fully executed amendments to employment agreements
between Periscope and Sands, Scott Pianin and Raymond
Kuslansky, respectively, substantially in the forms of
Exhibits B, C and D, attached hereto."
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9) Section 6.9 shall be amended and restated in its
entirety to read as follows:
"6.9 BankBoston, N.A. and BancBoston Ventures, Inc. BBNA
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and BBVI shall have been repaid as provided for in Section
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5.11 hereof and BBNA and BBVI, under their respective term
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loans, shall have released Periscope and its guarantors from
all of their respective obligations under such term loans.
10) Section 6.10 shall be amended and restated in its
entirety to read as follows:
"6.10 Sands Note. Sands shall have delivered to GIANT
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an executed promissory note payable to the order of
Periscope in the principal amount of $2,606,000 payable in
three annual installments of $2,002,000, $302,000 and
$302,000. Such note shall not be interest bearing, and
shall be in a form and substance reasonably satisfactory to
GIANT."
11) Section 7.5 shall be amended and restated in its
entirety to read as follows:
"7.5 Capital Contribution. In consideration for Periscope's
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early repayment of its term loan to BBVI, BBVI shall prior
to the Effective Time have contributed 1,586,000 shares of
Periscope Common Stock to the capital of Periscope."
12) Section 9.9 shall be amended and restated in its
entirety to read as follows:
"9.9 No Third Party Beneficiaries. This Agreement is solely
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for the benefit of the parties hereto and, to the extent
provided herein, their respective stockholders, directors
and officers, and no provision of this Agreement shall be
deemed to confer upon other third parties any remedy, claim,
liability, reimbursement, cause of action or other right."
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed and delivered as of the date first above
written.
GIANT GROUP, LTD.
By: /s/ Burt Sugarman
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Name: Burt Sugarman
Title: President and
Chief Executive Officer
GIANT PS/ACQ CORPORATION
By: /s/ Burt Sugarman
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Name: Burt Sugarman
Title: President
PERISCOPE SPORTSWEAR, INC.
By: /s/ Glenn Sands
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Name: Glenn Sands
Title: President and
Chief Executive Officer