Exhibit 2.3
SPECIALTY CATALOG CORP.
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February 11, 2000
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▇▇▇▇▇ Associates, Inc.
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Dear ▇▇▇▇▇▇▇▇:
Specialty Catalog Corp. (the "Company") and ▇▇▇▇▇ Associates, Inc.
("GAI") are parties to an Agreement and Plan of Recapitalization and Merger (the
"Agreement") dated as of January 18, 2000. Pursuant to the Agreement, the
Company would be merged with Catalog Acquisition Corp. and each holder of the
Company's common stock, other than certain continuing shareholders, would
receive $5.00 per share.
Pursuant to the terms of the Agreement, if GAI did not receive
financing commitments necessary for it to consummate the proposed merger by the
date set forth in Section 4.16 of the Agreement, the Company would be permitted
to terminate the Agreement without any penalty to it. While the designated
deadline has passed, the Company wishes to continue to work with you to
consummate the proposed merger and has determined to extend the time available
for GAI to obtain its financing commitments. Accordingly, Section 4.16 and
Section 6.1(b)(iii) of the Agreement are hereby amended by extending the date by
which GAI must obtain its financing commitments until March 1, 2000.
Specialty Catalog Corp.
By:
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