EXHIBIT 10.15.3
AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT
This AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT (this "Amendment")
is entered into as of November 2, 2007 by and among TARRANT APPAREL GROUP, a
corporation organized under the laws of the State of California ("Holding"),
FASHION RESOURCE (TCL), INC., a corporation organized under the laws of the
State of California ("Fashion"), TAG MEX, INC., a corporation organized under
the laws of the State of California ("Tag Inc."), and PRIVATE BRANDS, INC., a
corporation organized under the laws of the State of California ("Private"; and
together with Holding, Fashion and Tag Inc., each individually a "Borrower" and
collectively, the "Borrowers"), the financial institutions which are now or
which hereafter become a party to the Loan Agreement (as hereinafter defined)
(each a "Lender" and collectively, the "Lenders"), and GMAC COMMERCIAL FINANCE
LLC, a limited liability company organized under the laws of the State of
Delaware ("GMAC CF"), as agent for the Lenders (GMAC CF, in such capacity,
"Agent").
WHEREAS, the Borrowers, Lenders, and Agent have entered into certain
financing arrangements pursuant to certain financing agreements, including,
without limitation, that certain Loan and Security Agreement dated as of June
16, 2006 (as the same may now exist, or may hereafter be amended, restated,
renewed, extended, supplemented, substituted, or otherwise modified, the "Loan
Agreement") and all of the notes, guarantees, mortgages, instruments, agreements
and other documents executed and/or delivered in connection therewith (all of
the foregoing, together with the Loan Agreement, as the same may now exist, or
may hereafter be amended, restated, renewed, extended, supplemented,
substituted, or otherwise modified, the "Loan Agreements"); and
WHEREAS, the Borrowers have requested that Agent and the Lenders amend
and modify certain Schedules to the Loan Agreement, and Agent and the Lenders
have agreed to accommodate the Borrowers' request, subject to the terms and
conditions of this Amendment;
NOW, THEREFORE, upon the mutual agreements and covenants set forth
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. DEFINITIONS. Capitalized terms not otherwise defined herein shall have
the meanings ascribed to such terms in the Loan Agreement.
2. AMENDMENT TO LOAN AGREEMENT. As of the effective date of this
Amendment, the Loan Agreement is hereby amended by deleting the
reference to the amount "$16,000,000" set forth opposite the date
"September 2007" contained in Section 6.8(b) ("Minimum EBITDA") of the
Loan Agreement and substituting the following therefor: "$12,100,000".
3. REPRESENTATIONS, WARRANTIES AND COVENANTS. The Borrowers represent,
warrant and covenant with and to Agent and the Lenders as follows,
which representations, warranties and covenants are continuing and
shall survive the execution and delivery hereof, the truth and accuracy
of, or compliance with each, together with the representations,
warranties and covenants in the other Loan Agreements, being a
condition of the effectiveness of this Amendment and a continuing
condition of the making or providing of any Revolving Advances or
Letters of Credit by the Lenders to the Borrowers: All of the
representations and warranties set forth in the Loan Agreement, as
amended hereby, and the other Loan Agreements, are true and correct in
all material respects after giving effect to the provisions hereof,
except to the extent any such representation or warranty is made as of
a specified date, in which case such representation or warranty shall
have been true and correct as of such date.
4. CONDITIONS PRECEDENT. The effectiveness of this Amendment and the
agreement of Agent and the Lenders to the modifications and amendments
set forth in this Amendment are subject to the fulfillment of the
following conditions precedent:
(a) No Event of Default or Default shall have occurred and be
continuing on the date of this Amendment, or would exist after
giving effect to the transactions contemplated under this
Amendment; and
(b) Agent shall have received counterparts of this Amendment duly
executed and delivered by the Borrowers, Agent and the
Lenders.
5. EFFECT OF THIS AMENDMENT. Except as specifically set forth herein, no
other changes or modifications to the Loan Agreements are intended or
implied, and, in all other respects, the Loan Agreements shall continue
to remain in full force and effect in accordance with their terms as of
the date hereof. This Amendment, and the instruments and agreements
delivered pursuant hereto and thereto constitute the entire agreement
of the parties with respect to the subject matter hereof and thereof,
and supersede all prior oral or written communications, memoranda,
proposals, negotiations, discussions, term sheets and commitments with
respect to the subject matter hereof and thereof. Except as
specifically set forth herein, nothing contained herein shall evidence
a waiver or amendment by Agent or the Lenders of any other provision of
the Loan Agreements. Without limiting the foregoing, nothing herein
contained shall, or shall be deemed to, waive any Event of Default of
which Agent or any Lender does not have actual knowledge as of the date
hereof, or any event or circumstance which with notice or passage of
time, or both, would constitute an Event of Default. Agent and the
Lenders may waive any of such Events of Default, but only in a specific
writing signed by Agent and the Lenders.
6. FURTHER ASSURANCES. The Borrowers shall execute and deliver such
additional documents and take such additional action as may be
reasonably requested by Agent to effectuate the provisions and purposes
of this Amendment.
7. BINDING EFFECT. This Amendment shall be binding upon and inure to the
benefit of each of the parties hereto and their respective successors
and assigns.
8. GOVERNING LAW. The rights and obligations hereunder of each of the
parties hereto shall be governed by and interpreted and determined in
accordance with the internal laws of the State of New York (without
giving effect to principles of conflict of laws).
9. COUNTERPARTS. This Amendment may be signed in counterparts, each of
which shall be an original and all of which taken together constitute
one agreement. In making proof of this Amendment, it shall not be
necessary to produce or account for more than one counterpart signed by
the party to be charged. Any signatures delivered by a party by
facsimile transmission or by electronic mail transmission shall be
deemed an original signature hereto.
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Each of the parties has signed this Amendment as of the day and year first above
written.
TARRANT APPAREL GROUP
By: /S/ XXXXX X. XXXXX
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Xxxxx X. Xxxxx
Title: Chief Financial Officer
FASHION RESOURCE (TCL), INC.
By: /S/ XXXXX X. XXXXX
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Xxxxx X. Xxxxx
Title: Chief Financial Officer
TAG MEX, INC.
By: /S/ XXXXX X. XXXXX
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Xxxxx X. Xxxxx
Title: Chief Financial Officer
PRIVATE BRANDS, INC.
By: /S/ XXXXX X. XXXXX
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Xxxxx X. Xxxxx
Title: Chief Financial Officer
GMAC COMMERICAL FINANCE LLC,
as Agent and a Lender
By: /S/ ILLEGIBLE
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Title: Senior Vice President
UPS CAPTIAL CORPORATION,
as a Lender
By: /S/ XXXX X. XXXXXXXX
--------------------------------------
Xxxx X. Xxxxxxxx
Title: Director of Portfolio Management
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