AGREEMENT TO TERMINATE VOTING AGREEMENT
Exhibit
10.2
THIS AGREEMENT ( this “Agreement”) is
entered into as of April 14, 2009 (the “Termination Date”), by and among
each of the persons listed under the caption “The AAI Group” on the signature
pages hereto (the “AAI Group”), each of the persons listed under the caption
“The Founders Group” on the signature pages hereto (the “Founders Group”), and
American Apparel, Inc. (f/k/a Endeavor Acquisition Corp.), a Delaware
corporation (the “Company”). Capitalized terms used but not defined
herein have the respective meanings set forth in the Voting Agreement (as
defined below).
WHEREAS, the AAI Group, the Founders
Group and the Company entered into that certain Voting Agreement, dated as of
December 12, 2007 (the “Voting Agreement”), relating to the voting by the AAI
Group and the Founders Group of shares of common stock, par value $0.0001 per
share, of the Company (“Common Stock”), owned beneficially or of record by the
AAI Group and the Founders Group; and
WHEREAS, the parties hereto desire to
terminate the Voting Agreement in its entirety.
NOW, THEREFORE, in consideration of the
premises and of the mutual agreements and covenants set forth herein, and
intending to be legally bound hereby, the parties hereto hereby agree as
follows:
ARTICLE
I
TERMINATION
SECTION 1.01 Termination of Voting
Agreement. Each of the members of the AAI Group, each of the
members of the Founders Group and the Company hereby agree that the Voting
Agreement and all of the respective parties’ obligations thereunder shall
terminate and be of no further force and effect as of the Termination
Date.
ARTICLE
II
GENERAL
PROVISIONS
SECTION 2.01 Severability. If
any term or other provision of this Agreement is invalid, illegal or incapable
of being enforced by any rule of law or public policy, all other conditions and
provisions of this Agreement shall nevertheless remain in full force and effect
so long as the economic or legal substance of the transactions contemplated
hereby is not affected in any manner materially adverse to any
party. Upon such determination that any term or other provision is
invalid, illegal or incapable of being enforced, the parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible to the fullest extent permitted by
applicable law in an acceptable manner to the end that the transactions
contemplated hereby are fulfilled to the extent possible.
SECTION 2.02 Governing
Law. This Agreement shall be governed by, and construed in
accordance with, the law of the State of Delaware applicable to contracts
executed in and to be performed in that State.
1
SECTION 2.03 Counterparts. This
Agreement may be executed in one or more counterparts, and by the different
parties hereto in separate counterparts, each of which when executed shall be
deemed to be an original but all of which taken together shall constitute one
and the same agreement.
2
IN WITNESS WHEREOF, the parties have
executed this Agreement as of the date first written above.
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By:
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/s/ Xxx Xxxxxxx
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Name: Xxx
Xxxxxxx
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Title: President
and Chief Executive Officer
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STOCKHOLDERS:
The
Founders Group:
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/s/
Xxxxxxxx X. Xxxxxxx
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XXXXXXXX
X. XXXXXXX
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CULLEN
EQUITIES UK LIMITED
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/s/
Xxxx Xxxxxx
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/s/
Xxx X. Xxxxxxxx
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XXX
X. XXXXXXXX
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/s/
Xxxxx Xxxxxxx
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XXXXX
XXXXXXX
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/s/
Xxxxxx X. Hersov
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XXXXXX
X. HERSOV
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/s/
Xxxxxx X. Xxxxxx
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XXXXXX
X. XXXXXX
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/s/
Xxxxxxx X. Xxxxxxx
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XXXXXXX
X. XXXXXXX
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[Signature
Page to Agreement to Terminate Voting Agreement]
The
AAI Group:
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/s/ Xxx Xxxxxxx
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XXX
XXXXXXX
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