EXHIBIT 10.90.8
November 13, 2002
GMAC
COMMERCIAL
CREDIT LLC
TARRANT APPAREL GROUP
TAG MEX, INC.
FASHION RESOURCE (TCL), INC.
UNITED APPAREL VENTURES, LLC
0000 Xxxx Xxxxxxxxxx Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
Gentlemen:
Reference is made to the Revolving Credit, Factoring and Security
Agreement, dated as of January 21, 2000, by and among Tarrant Apparel Group
("Tarrant"), Tag Mex, Inc. ("Tag"), Fashion Resource (TCL), Inc. ("Fashion"),
United Apparel Ventures, LLC ("United"; and together with Tarrant, Tag and
Fashion, each, individually, a "Borrower" and collectively, the "Borrowers") and
GMAC Commercial Credit LCC, as agent (as a lender and as successor in interest
for Finova Capital Corporation and Sanwa Bank California, the "Agent"), and the
Lenders from to time parties thereto (as heretofore amended, and as the same now
exists or may hereafter be amended, restated, renewed, replaced, substituted,
supplemented, extended, or otherwise modified, the "CREDIT AGREEMENT"). All
capitalized terms used and not otherwise defined herein shall have the
respective meanings ascribed to them in the Credit Agreement.
1. The Borrowers have advised Agent that, for the quarter prior ended
September 30, 2002, (i) Borrowers' Tangible Net Worth was less than $98,500,000,
the minimum Tangible Net Worth permitted as at September 30, 2002 under Section
7.5(a) ("Tangible Net Worth") of the Credit Agreement, and (ii) Borrowers' Fixed
Charge Coverage Ratio was less than 1.5 to 1.0, the minimum Fixed Charge
Coverage Ratio permitted as at September 30, 2002 under Section 7.5(b) (FIXED
CHARGE COVERAGE RATIO) of the Credit Agreement. As a result of such
noncompliance as at September 30, 2002, Events of Default have occurred and are
continuing under subsection (e) of Article XI (EVENTS OF DEFAULT) of the Credit
Agreement (the "SUBJECT EVENTS OF DEFAULT"). The Borrowers have requested that
Agent waive the Subject Events of Default, and Agent has agreed to, and hereby
does, waive such Subject Events of Default subject to the terms and conditions
set forth herein; PROVIDED, THAT, Agent does not waive any Events of Default
other than the Subject Events of Default as at September 30, 2002 specified
above, and Agent hereby reserves all rights and remedies granted to Agent under
the Credit Agreement or other documents, applicable law or otherwise, and
nothing contained herein shall be construed to limit, impair or otherwise affect
the right of Agent to declare a default or an Event of Default with respect to
any future non-compliance with any covenant, term of provision of the Credit
Agreement or any other documents now or hereafter executed and delivered in
connection therewith.
2. In consideration of the waiver herein, Borrowers jointly and
severally agree to pay a non-refundable fee to Agent in the amount of Fifty
Thousand ($50,000) Dollars, which fee shall be fully earned as of the date
hereof and shall be charged by Agent to Borrowers as of the date hereof.
3. Each of the Borrowers hereby acknowledges, confirms and agrees that
all amounts charged or credited to the Loan Account as of October 31, 2002 are
correct and binding upon each of the Borrowers and that all amounts reflected to
be due and owing in the Loan Account as of October 31, 2002 are due and owing
without defense, offset or counterclaim.
4. Except as specifically set forth herein, no other changes or
modifications to the Credit Agreement are intended or implied, and, in all other
respects, the Credit Agreement shall continue to remain in full force and effect
in accordance with its terms as of the date hereof. Except as specifically set
forth herein, nothing contained herein shall evidence a waiver or amendment by
Agent of any other provision of the Credit Agreement nor shall anything
contained herein be construed as a consent by Agent to any transaction other
than those specifically consented to herein.
5. The terms and provisions of this agreement shall be for the benefit
of the parties hereto and their respective successors and assigns; no other
person, firm, entity or corporation shall have any right, benefit or interest
under this agreement.
6. This agreement may be signed in counterparts, each of which shall be
an original and all of which taken together constitute one amendment. In making
proof of this agreement, it shall not be necessary to produce or account for
more than one counterpart signed by the party to be charged.
7. This agreement sets forth the entire agreement and understanding of
the parties with respect to the matters set forth herein. This agreement cannot
be changed, modified, amended or terminated except in a writing executed by the
party to be charged.
Very truly yours,
GMAC COMMERCIAL CREDIT LLC,
AS AGENT
By: /S/ ILLEGIBLE
------------------------------
Title: Vice President
ACKNOWLEDGED AND AGREED:
TARRANT APPAREL GROUP
TAG MEX, INC.
FASHION RESOURCE (TCL), INC.
UNITED APPAREL VENTURES, LLC
By: /S/ XXXXXXX XXXX
--------------------------
Xxxxxxx Xxxx
Title: Chief Financial Officer
