EXHIBIT 2.1.1
AMENDMENT NO. 1 TO
STOCK AND ASSET PURCHASE AGREEMENT
This Amendment No. 1 to Stock and Asset Purchase Agreement, dated March
20, 2007 ("AMENDMENT NO. 1"), to the Stock and Asset Purchase Agreement (the
"AGREEMENT"), dated December 6, 2006, is by and among (i) Tarrant Apparel Group,
a California corporation ("PARENT"), (ii) 4366883 Canada Inc., a corporation
incorporated under the CANADA BUSINESS CORPORATIONS ACT ("CBCA") ("BUYER" and,
together with Parent, each a "BUYER PARTY" and collectively the "BUYER
PARTIES"), (iii) 3681441 Canada Inc., a corporation incorporated under the CBCA
("368 CANADA"), (iv) Buffalo Inc., a corporation incorporated under the CBCA
("BUFFALO INC."), (v) 3163946 Canada Inc., a corporation incorporated under the
CBCA ("316 CANADA"), (vi) Buffalo Corporation, a Delaware corporation ("BUFFALO
US" and, together with 368 Canada, Buffalo Inc., and 316 Canada, each a "TARGET
COMPANY" and collectively the "TARGET COMPANIES"), (vii) BFL Management Inc. in
its capacity as the sole trustee of The Buffalo Trust ("TRUST"), and (viii) each
stockholder of Target Companies set forth in EXHIBIT A (individually, "SELLER"
and, collectively, "SELLERS" and, together with Target Companies and Trust, each
a "SELLER PARTY" and collectively the "SELLER PARTIES").
Buyer Parties and Seller Parties desire to amend the Agreement pursuant
to the terms and conditions of this Amendment No. 1.
Accordingly, in consideration of the mutual agreements herein contained
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties to this Amendment No. 1 hereby agree as
follows:
1. CERTAIN DEFINITIONS. Undefined capitalized terms herein are
defined in the Agreement.
2. AMENDMENT TO AGREEMENT. The Agreement is hereby amended to
replace the definition of "EXPIRATION DATE" in its entirety with a new
definition which reads as follows:
"EXPIRATION DATE" means April 30, 2007.
3. GOVERNING LAW. This Amendment No. 1 and the performance of the
obligations of the parties hereunder will be governed by and construed in
accordance with the laws of the State of New York, without giving effect to any
choice of Law principles.
4. COUNTERPARTS. This Amendment No. 1 may be executed in two or
more counterparts, each of which will be deemed an original but all of which
together will constitute one and the same instrument.
5. HEADINGS. The section headings contained in this Amendment No.
1 are inserted for convenience only and will not affect in any way the meaning
or interpretation of this Amendment No. 1.
6. NO WAIVER. This Amendment No. 1 shall not constitute a waiver,
consent or release by any party hereto with respect to any provision of the
Agreement, a waiver, forbearance or cure of any default, misrepresentation,
breach, or material adverse change (or effect) existing on, or arising prior to
or subsequent to, the date of this Amendment No. 1, or a waiver or release of
any rights, obligations or remedies (all of which are hereby reserved) arising
under or in connection with the Agreement or resulting from any act or omission
by any party to the Agreement in connection therewith.
7. NO OTHER CHANGE. Except as expressly amended hereby, all terms
and provisions of the Agreement remain unchanged, are and shall remain in full
force and effect unless and until modified or amended in writing in accordance
with the terms of the Agreement, and are hereby ratified and confirmed. The
Agreement and this Amendment No. 1 shall be read and construed as one agreement
and the making of this Amendment No. 1 does not imply any obligation or
agreement by the parties hereto to make any other amendment, waiver,
modification or consent as to any matter on any prior or subsequent occasion. In
the event of any conflict or inconsistency between this Amendment No. 1 and the
Agreement, this Amendment No. 1 shall govern.
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IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 on
the date first above written.
TARRANT APPAREL GROUP
By: /S/ XXXXXX XXXX
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Name: XXXXXX XXXX
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Title: CHIEF EXECUTIVE OFFICER
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4366883 CANADA INC.
By: /S/ XXXXXX XXXX
--------------------------------
Name: XXXXXX XXXX
--------------------------------
Title: CHIEF EXECUTIVE OFFICER
--------------------------------
BUFFALO INTERNATIONAL INC.
By: /S/ XXXXXXX XXXXXX
--------------------------------
Name: XXXXXXX XXXXXX
--------------------------------
Title: PRESIDENT
--------------------------------
3681441 CANADA INC.
By: /S/ XXXXXXX XXXXXX
--------------------------------
Name: XXXXXXX XXXXXX
--------------------------------
Title: PRESIDENT
--------------------------------
BUFFALO CORPORATION
By: /S/ XXXXXXX XXXXXX
--------------------------------
Name: XXXXXXX XXXXXX
--------------------------------
Title: PRESIDENT
--------------------------------
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
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[SIGNATURES CONTINUED]
4183517 CANADA INC.
By: /S/ XXXXXXX XXXXXX
--------------------------------
Name: XXXXXXX XXXXXX
--------------------------------
Title: PRESIDENT
--------------------------------
3979512 CANADA INC.
By: /S/ XXXXXXX XXXXXX
--------------------------------
Name: XXXXXXX XXXXXX
--------------------------------
Title: PRESIDENT
--------------------------------
THE BUFFALO TRUST
By: BFL MANAGEMENT INC.
Title: TRUSTEE
By: /S/ XXXXXX XXXXXXXX
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Name: XXXXXX XXXXXXXX
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Title: DIRECTOR
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