EXHIBIT 10.8.2
GMAC COMMERCIAL FINANCE LLC
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
January 23, 2006
TARRANT APPAREL GROUP
FASHION RESOURCE (TCL), INC.
TAG MEX, INC.
UNITED APPAREL VENTURES, LLC
PRIVATE BRANDS, INC.
NO! JEANS, INC.
0000 Xxxx Xxxxxxxxxx Xxxxxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Re: AMENDMENT TO FACTORING AGREEMENT
Ladies and Gentlemen:
Reference is made to the Factoring Agreement (as amended, supplemented
or modified from time to time, the "Factoring Agreement") effective as of
September 29, 2004 by and among TARRANT APPAREL GROUP, FASHION RESOURCE (TCL),
INC., TAG MEX, INC., UNITED APPAREL VENTURES, LLC, PRIVATE BRANDS, INC., and NO!
JEANS, INC. (individually and collectively, "Client") and GMAC Commercial
Finance LLC ("Factor"), and to all of the instruments, agreements and other
documents executed and/or delivered in connection therewith (all of the
foregoing, together with the Factoring Agreement, as the same now exist, or may
hereafter be amended, restated, renewed, extended, supplemented, substituted,
replaced or otherwise modified, collectively, the "Agreements"). Capitalized
terms used in this letter agreement (this "Amendment") and not otherwise defined
shall have the meanings attributed to them in the Factoring Agreement.
Client has requested that Factor amend and modify certain provisions of
the Factoring Agreement. Factor is willing to do so subject to the terms and
conditions set forth herein.
In consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereby agree as follows:
A. AMENDMENT. Factor and Client acknowledge, confirm and agree
that, effective on the date hereof, the Agreements shall be
amended as follows:
1. The definition of "BORROWING BASE" appearing in Rider 1 to the
Factoring Agreement is hereby amended and restated in its
entirety as follows:
""BORROWING BASE" shall mean up to the lesser of (a)
$40,000,000 or (b) the sum of (i) up to ninety percent (90%)
of Accounts on which Factor has the Credit Risk PLUS (ii) up
to the lesser of (A) (x) for the period of January 23, 2006
through and including March 31, 2006, $5,000,000; (y) for the
period of April 1, 2006 through and including June 30, 2006,
$4,000,000; and (z) at all other times, $3,000,000, or (B)
fifty percent (50%) of the value of Eligible Inventory (as
determined by Factor at the lower of cost or market, on a
first-in first-out basis), MINUS, in each case, Reserves."
B. APPRAISAL. In the event that on or at any time after April 1,
2006, the aggregate outstanding amount of Advances made by
Factor against Eligible Inventory is more than (1) $4,000,000
for the period of April 1, 2006 through and including June 30,
2006 or (2) $3,000,000 from and after July 1, 2006, then,
without limiting Factor's other rights and remedies under the
Factoring Agreement, Factor may, in its sole and absolute
discretion, conduct appraisals of Client's Inventory at any
time and from time to time at Client's sole expense.
C. GENERAL PROVISIONS.
1. In consideration of the amendments made herein, Client shall
pay to Factor an amendment fee in the amount of $10,000 (the
"Amendment Fee"). The Amendment Fee shall be fully earned, due
and payable on the date hereof and shall not be subject to
refund, rebate or proration for any reason whatsoever. Factor
shall charge Client's account maintained with Factor in the
amount of the Amendment Fee on the date hereof.
2. Except as specifically set forth herein, no other changes or
modifications to the Factoring Agreement are intended or
implied, and in all other respects the Factoring Agreement
remains in full force and effect in accordance with its terms
as of the date hereof. To the extent that any term or
provision of this Amendment conflicts with any term or
provision of the Factoring Agreement, the term or provision of
this Amendment shall control.
3. This Amendment shall become effective as of the date first
written above upon Factor's receipt of an original of this
Amendment duly executed by Client.
4. This Amendment shall be binding upon and inure to the benefit
of each of the parties hereto and their respective successors
and assigns.
5. This Amendment may be executed in any number of counterparts,
all of which counterparts when taken together shall constitute
one and the same agreement.
6. This Amendment and the rights and obligations hereunder of
each of the parties hereto shall be governed by and
interpreted and determined in accordance with the laws of the
State of New York, without giving effect to conflicts of laws
principles.
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7. TO THE EXTENT LEGALLY PERMISSIBLE, EACH CLIENT AND FACTOR
WAIVE ALL RIGHT TO TRIAL BY JURY AND ANY LITIGATION RELATING
TO TRANSACTIONS UNDER THIS AMENDMENT, THE FACTORING AGREEMENT,
AND THE OTHER AGREEMENTS, WHETHER SOUNDING IN CONTRACT, TORT
OR OTHERWISE.
Very truly yours,
GMAC COMMERCIAL FINANCE LLC
By: /S/ ILLEGIBLE
-------------------------------
Title: Executive Vice President
Read and Agreed to:
TARRANT APPAREL GROUP
/S/ XXXXXXX XXXXX
-------------------------------
By: Xxxxxxx Xxxxx
Title: Chief Financial Officer
FASHION RESOURCE (TCL), INC.
/S/ XXXXXXX XXXXX
------------------------------
By: Xxxxxxx Xxxxx
Title: Chief Financial Officer
TAG MEX, INC.
/S/ XXXXXXX XXXXX
------------------------------
By: Xxxxxxx Xxxxx
Title: Chief Financial Officer
UNITED APPAREL VENTURES, LLC
/S/ XXXXXXX XXXXX
------------------------------
By: Xxxxxxx Xxxxx
Title: Chief Financial Officer
PRIVATE BRANDS, INC.
/S/ XXXXXXX XXXXX
------------------------------
By: Xxxxxxx Xxxxx
Title: Chief Financial Officer
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NO! JEANS, INC.
/S/ XXXXXXX XXXXX
------------------------------
By: Xxxxxxx Xxxxx
Title: Chief Financial Officer
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