EXHIBIT 2.2
March 31, 1999
BY TELECOPIER
Supreme International Corp.
▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Mr. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Re: Amendment to the Stock Purchase Agreement ("Purchase Agreement"),
dated as of January 28, 1999, by and among (i) Supreme
International Corporation, a Florida corporation ("Purchaser"),
and (ii) ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇
Guaranty Trust Company of New York, as Trustees of the PEI Trust
created under Par. E. of Article 3 of the Agreement dated November
19, 1985, as amended January 27, 1986 (collectively, "Seller")
Ladies and Gentlemen:
Reference is hereby made to the Purchase Agreement referred to above.
All capitalized terms used herein but not otherwise defined shall have the
meanings ascribed to them in the Purchase Agreement. Pursuant to Section 8.5 of
the Purchase Agreement, Purchaser and Seller hereby agree to amend the Purchase
Agreement in the following manner.
1. The accounts receivable amount due and owing to ▇▇▇▇▇ ▇▇▇▇▇
International Inc. from Parllux Fragrances, Inc. in the amount of Two Hundred
Fifty Thousand Dollars ($250,000.00) shall be considered as a current asset on
the Closing Date for the determination of the Net Working Capital Amount in
connection with the calculation of the Purchase Price pursuant to Section 1 of
the Purchase Agreement.
2. Deleting from the third line of Section 7.1(d) the date "April 5,
1999" and by inserting in lieu thereof the date "April 7, 1999."
Except as expressly modified herein, the Purchase Agreement remains unchanged
and in full force and effect subject to its terms.
If the foregoing correctly sets forth our understanding, please sign
the counterpart copy of this letter in the space provided below.
Very truly yours,
/s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, As Trustee of
the PEI Trust created under Par. E. of Article 3
of the Agreement dated November 29, 1985,
as amended January 27, 1986
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as Trustee of
the PEI Trust created under Par. E. of Article 3
of the Agreement dated November 19, 1985,
as amended January 27, 1986
▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF
NEW YORK, as Trustee of the PEI Trust
created under Par. E. of Article 3 of the
Agreement dated November 19, 1985, as
amended January 27, 1986
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: VICE PRESIDENT
ACCEPTED AND AGREED
AS OF THE 31ST DAY OF MARCH, 1999
SUPREME INTERNATIONAL CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title: Chairman
