EXHIBIT 10.111.1
AMENDMENT TO PROMISSORY NOTE
This Amendment to Promissory Note (this "Amendment"), dated as of
January 2, 2003, is by and between TARRANT APPAREL GROUP, a corporation formed
under the laws of the State of California with offices at 0000 Xxxx Xxxxxxxxxx
Xxxxxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000 ("Maker") and XXXX XXX ("Payee").
WHEREAS, for good and valuable consideration the receipt and
sufficiency of which was and is hereby acknowledged, Maker executed that certain
Promissory Note (the "Note") dated as of July 1, 2002, under which Maker agreed
to pay to Payee the principal sum of One Million Two Hundred Sixty-Six Thousand
Two Hundred Dollars ($1,266,200.00) (or such lesser principal amount as may be
outstanding, when due) (the "Principal"); and
WHEREAS, the Note obligated Maker to pay to Payee the Principal,
according to a specified schedule of payments, the last of which was due on
January 6, 2003; and
WHEREAS, the Note obligated Maker to pay to Payee all accrued interest
on the Principal on March 31, 2003; and
WHEREAS, the current outstanding Principal of the Note is Four Hundred
Eighty Seven Dollars and none of the accrued interest payable under the Note has
been paid;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Maker and Payee (the "Parties")
agree as follows:
1. REVISED INTEREST DUE DATE. The interest due under the Note shall
continue to accrue on the outstanding Principal balance of the Note, at the rate
and under the terms set forth in the Note, and all accrued interest due and
payable under the Note shall be paid, without counterclaim, set-off or
deduction, on September 30, 2003.
2. REVISED PAYMENT SCHEDULE. Maker shall unconditionally and
irrevocably pay to Payee, without counterclaim, set-off or deduction, the
outstanding Principal of the Note, in payments of $30,000 per week, with the
first payment due on April 4, 2003. Thereafter, payments will be due every 7
days until the principal is repaid.
Notwithstanding the foregoing REVISED PAYMENT SCHEDULE amounts above, Maker
shall only be required to make the payments set forth in each such clause
(inclusive of any Payment Deficiency as defined in the Note) on each such
Maturity Date, if, and to the extent that, on the Maturity Date, there is Cash
Flow from Operations (as defined in the Note), the determination thereof being
based upon Maker's consolidated revenues and operating expenses during each
applicable weekly period. To the extent that their is not sufficient Cash Flow
from Operations on any of such Maturity Dates to make the payments due on any of
such dates, Maker shall advise Payee, in writing, of the Payment Deficiency and
the Payment Deficiency will be carried
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forward and automatically become due on the next succeeding Maturity Date (in
addition to the amount otherwise due on that date).
3. NO FURTHER AMENDMENTS. Except for the foregoing, no other terms of
conditions of the Note are altered hereby, and all other terms and conditions
remain in full force and effect.
IN WITNESS WHEREOF, the Parties, intending to be legally bound hereby,
have caused this Amendment to be signed by their authorized representatives as
of the date first written above.
TARRANT APPAREL GROUP
By: /S/ XXXXXXX XXXX /S/ XXXX XXX
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Xxxxxxx Xxxx, CFO XXXX XXX
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