AMENDMENT NO. 1
TO
ASSET PURCHASE AGREEMENT
This AMENDMENT NO. 1 TO ASSET
PURCHASE AGREEMENT (this "Amendment") dated as
of May 16, 2000 is entered into by and among
LAMONTS APPAREL, INC., a Delaware corporation
("Seller"), in its capacity as debtor-in-
possession in Case No. 00-00045 (TTG) in the
United States Bankruptcy Court for the Western
District of Washington, and GOTTSCHALKS INC.,
a Delaware corporation ("Buyer").
W I T N E S S E T H
WHEREAS, Seller and Buyer are party
to that certain Asset Purchase Agreement dated
as of April 24, 2000 (the "Agreement;"
capitalized terms used but not defined herein
being used herein as therein defined); and
WHEREAS, Seller and Buyer desire to
amend the Agreement on the terms and
conditions hereinafter set forth.
NOW THEREFORE, in consideration of
the mutual promises and covenants contained
herein, and other good and valuable
consideration, the receipt and sufficiency of
which are hereby acknowledged, and intending
to be legally bound, the parties do hereby
agree as follows:
Section 1. Amendments to the Agreement and
the Disclosure Schedule.
(a) That certain letter agreement dated May
11, 2000 by and between Buyer and Seller and
the modifications to the Agreement set forth
therein are incorporated herein by this
reference.
(b) The first sentence of Section 3.1 of the
Agreement is hereby amended to read in its
entirety as follows:
"The total purchase price
(the "Total Purchase
Price") to be paid to
Seller by Buyer for the
Purchased Assets shall be
(a) the assumption of the
Assumed Liabilities, plus
(b) $20,102,000 in cash
(the "Cash Portion")."
(c) The following text is hereby added as the
second sentence of Section 3.2 of the
Agreement:
"Notwithstanding the
foregoing, effective as of
June 1, 2000, Seller shall
assign and transfer to
Buyer all of Seller's
right, title and interest
in, to and under that
certain Lease Guarantee to
Distribution Center Lease
identified in Section
1.2(7) of the Disclosure
Schedule, and Buyer shall,
effective as of June 1,
2000, assume and undertake
to perform Seller's
obligations thereunder,
but only if and to the
extent that the same arise
on or after June 1, 2000.
(d) The following text is hereby added to the
Agreement as new Section 3.3(g) thereof:
"A warranty deed in the
State of Washington
conveying all of Seller's
right, title and interest
in and to all of the
improvements located on
the real property leased
under the Lease for Store
558, Silverdale (Kitsap
Mall)."
(e) The Disclosure Schedule (including, but
not limited to, Sections 1.2(9), 1.2(28),
1.2(36), 2.1(a), 4.3 and 4.5 thereof) is
hereby amended to delete any and all
references to Store 540, Alderwood.
(f) The following text is hereby added as the
second sentence of Section 6.5(a) of the
Agreement:
"Without limiting the
foregoing, Seller shall
continue to be liable for
the payment of all rent
(including, but not
limited to, percentage
rent), liabilities and
other charges due or which
accrue (whether or not yet
due and payable) under the
Leases, the Assumed Mall
Agreements and the Assumed
Contracts prior to
midnight on the day
immediately prior to the
Closing Date."
(g) The following text is hereby added to the
Agreement as new Section 6.8 thereof:
"Commencement of
Operations. Buyer shall
commence operations at the
following locations on or
prior to September 1,
2000: Burien, Crossroads,
Shadle, Westwood Village,
Factoria, Northgate
(Seattle - #528),
Aberdeen, Kitsap, and
Coeur D'Alene."
Section 2. No Amendments Other Than as
Expressly Specified. Except as expressly
amended, modified or supplemented hereby, the
Agreement shall remain in full force and
effect in accordance with its terms.
Section 3. General. This Amendment may be
amended only by agreement in writing of both
parties. This Amendment and the legal
relations between the parties shall be
governed by and construed in accordance with
the laws of the State of Washington applicable
to contracts made and performed in such State
and without regard to conflicts of law
doctrines. The descriptive headings of the
articles, sections and subsections of this
Amendment are for convenience only and do not
constitute a part of this Amendment. This
Amendment may be executed in one or more
counterparts and by different parties in
separate counterparts. All of such
counterparts shall constitute one and the same
agreement. If any provision of this Amendment
is determined to be invalid, illegal or
unenforceable by any Governmental Entity, the
remaining provisions of this Amendment shall
remain in full force and effect provided that
the essential terms and conditions of this
Amendment for all parties remain valid,
binding and enforceable.
IN WITNESS WHEREOF, each of the
parties hereto has caused this Amendment to be
executed by its duly authorized officers as of
the day and year first above written.
LAMONTS APPAREL, INC.
By:/s/ Debbie Brownfield
Title: Chief Financial Officer
GOTTSCHALKS INC.
By: /s/ Michael S.Geele
Title: Senior Vice President and
Chief Financial Officer
