Amendment No. 1 to Asset Purchase Agreement between Lamonts Apparel, Inc. and Gottschalks Inc.

Summary

Lamonts Apparel, Inc., as the seller, and Gottschalks Inc., as the buyer, have agreed to amend their original Asset Purchase Agreement dated April 24, 2000. This amendment updates the purchase price, clarifies the transfer and assumption of certain lease obligations, modifies the list of assets and liabilities involved, and sets deadlines for the buyer to begin operations at specific locations. The seller remains responsible for certain liabilities before the closing date. All other terms of the original agreement remain unchanged.

EX-2.2 2 0002.txt 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