Form of Exchange Agent Agreement

Exhibit 10.27


FORM OF EXCHANGE AGENT AGREEMENT


____________, 1999


U.S. Bank Trust National Association 100 Wall Street Suite 1600 New York, New York 10005


Ladies and Gentlemen:


G+G Retail, Inc., a Delaware corporation (the "Issuer"), proposes to make an offer (the "Exchange Offer") to exchange its 11% Senior Notes due 2006 (the "Old Notes") for its 11% Senior Notes due 2006 which have been registered under the Securities Act of 1933 (the "New Notes"). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated ____________, 1999 (the "Prospectus"), to be distributed to all record holders of the Old Notes as of ___________, 1999. The Old Notes and the New Notes are collectively referred to herein as the "Notes."


The Issuer hereby appoints U.S. Bank Trust National Association ("U.S. Bank Trust") to act as exchange agent (the "Exchange Agent") in connection with the Exchange Offer. References herein to "you" shall refer to U.S. Bank Trust. Capitalized terms used but not defined in this letter have the meanings ascribed to them in the Prospectus.


The Exchange Offer is expected to be commenced by the Issuer on or about __________ __, 1999. The Letter of Transmittal accompanying the Prospectus (or in the case of book entry securities, an Agent's Message in lieu of such Letter of Transmittal) is to be used by the holders of the Old Notes to accept the Exchange Offer. The Letter of Transmittal contains instructions with respect to (i) the delivery of certificates for Old Notes tendered in connection therewith and (ii) the book-entry transfer of Notes to the Exchange Agent's account. The term "Agent's Message" means a message, transmitted by the Book- Entry Transfer Facility (as defined below) over its Automated Tender Offer Program ("ATOP") system to and received by the Exchange Agent and forming a part of a book-entry confirmation, which states that (i) the Book-Entry Transfer Facility has received an express acknowledgment from the tendering participant in ATOP, (ii) such participant has received and agrees to be bound by, and make the representations and warranties contained in, the Letter of Transmittal (or, in the case of an Agent's Message relating to guaranteed delivery, the applicable notice of guaranteed delivery) and (iii) the Issuer may enforce such Letter of Transmittal against such participant.


The Exchange Offer shall expire at 5:00 P.M., New York City time, on _________ __, 1999 or on such later date or time to which the Issuer may extend the Exchange Offer (the "Expiration Date"). Subject to the terms and conditions set forth in the Prospectus, the Issuer expressly reserves the right to extend the Exchange Offer from time to time by giving oral (to be confirmed in writing) or written notice to you before 9:00 A.M., New York City time, on the business day following the previously scheduled Expiration Date.


The Issuer expressly reserves the right to extend or terminate the Exchange Offer, and to refuse to accept for exchange any Old Notes not theretofore accepted for exchange if any of the conditions set forth in the Prospectus under the caption "The Exchange Offer - Certain Conditions to the Exchange Offer" have not been satisfied. The Issuer also expressly reserves the right to amend the terms of the Exchange Offer in any manner. The Issuer will give oral (confirmed in writing) or written notice of any amendment, extension, termination or nonacceptance of Old Notes to you promptly after any amendment, extension, termination or nonacceptance.


In carrying out your duties as Exchange Agent, you are to act in accordance with the following instructions:


1. You will establish an account with respect to the Old Notes at The Depository Trust Company (the "Book-Entry Transfer Facility") for purposes of the Exchange Offer within two business days after the date of the Prospectus, or, if you already have established an account with the Book-Entry Transfer Facility suitable for the Exchange Offer, you will identify such pre-existing account to be used in the Exchange Offer, and any financial institution that is a participant in the Book-Entry Transfer Facility's system shall make book-entry delivery of the Old Notes by causing the Book-Entry Transfer Facility to transfer such Old Notes into your account in accordance with the Book-Entry Transfer Facility's ATOP procedures for transfer.


2. You are to examine each of the Letters of Transmittal and certificates for Old Notes (or confirmation of book-entry transfer into your account at the Book-Entry Transfer Facility) and any Agent's Message or other documents delivered or mailed to you by or for holders of the Old Notes to ascertain whether: (i) the Letters of Transmittal (or, in the case of a book- entry transfer, an Agent's Message in lieu of such Letter of Transmittal) and any required signature guarantees and any other required documents appear to be duly executed and properly completed in accordance with instructions set forth therein and (ii) the Old Notes have otherwise been properly tendered. In the event that a holder of Old Notes tenders such Old Notes pursuant to the guaranteed delivery procedures described in the Prospectus, you shall, in addition to the foregoing, comply with the procedures described in the section of the Prospectus captioned "The Exchange Offer - Guaranteed Delivery Procedures" and shall examine any Notice of Guaranteed Delivery (as defined in the Prospectus) delivered or mailed to you by an Eligible Institution (as defined in the Letter of Transmittal) on behalf of holders of the Old Notes to ascertain whether it appears to be duly executed and properly completed in accordance with instructions set forth in that section of the Prospectus. In each case where the Letter of Transmittal (or an Agent's


2


Message in lieu thereof), any required signature guarantees and any other required documents have been improperly completed or executed or any of the certificates for Old Notes are not in proper form for transfer or some other irregularity in connection with the acceptance of the Exchange Offer exists, you will endeavor to inform the presenters of the need for fulfillment of all requirements and to take any other action as may be necessary or advisable to cause such irregularity to be corrected.


3. Any person designated in writing by the Issuer (a "Designated Officer") (such approval, if given orally, to be confirmed in writing) or any other party designated by any such Designated Officer in writing may authorize you to waive any irregularities in connection with any tender of Old Notes pursuant to the Exchange Offer. You agree not to waive any such irregularities without the prior consent of a Designated Officer.


4. Tenders of Old Notes may be made only as set forth in the Letter of Transmittal and in the section of the Prospectus captioned "The Exchange Offer - Procedures for Tendering," and Old Notes shall be considered properly tendered to you only when tendered in accordance with the procedures set forth therein.


Notwithstanding the provisions of this paragraph 4, Old Notes which any Designated Officer of the Issuer shall approve as having been properly tendered shall be considered to be properly tendered (such approval, if given orally, shall be confirmed in writing).


5. You shall promptly advise the Issuer in accordance with the procedures set forth in paragraph 25 below of any Old Notes that are received after the Expiration Date and accept the Issuer's instructions with respect to disposition of such Old Notes.


6. You shall accept tenders:


(a) in cases where the Old Notes are registered in two or more names only if signed by all named holders;


(b) in cases where the signing person (as indicated on the Letter of Transmittal) is acting in a fiduciary or a representative capacity only when proper evidence of such person's authority so to act is submitted;


(c) from persons other than the registered holder of Old Notes


provided that customary transfer requirements, including payment of any - -------- applicable transfer taxes, are fulfilled; and


(d) in all other cases where the requirements set forth in the instructions in the Letter of Transmittal have been satisfied.


You shall accept partial tenders of Old Notes where so indicated and as permitted in the Letter of Transmittal or as advised pursuant to paragraph 4 above and deliver certificates


3


for Old Notes to the transfer agent for split-up and return any untendered Old Notes to the holder (or such other person as may be designated in the Letter of Transmittal) as promptly as practicable after expiration or termination of the Exchange Offer.


7. Upon satisfaction or waiver of all of the conditions to the Exchange Offer, the Issuer will notify you of its acceptance, promptly after the Expiration Date, of all Old Notes properly tendered and you, on behalf of ...