EXHIBIT 10.19.2
AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT
This AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT (this "Amendment")
is entered into as of May 9, 2007 by and among TARRANT APPAREL GROUP, a
corporation organized under the laws of the State of California ("Holding"),
FASHION RESOURCE (TCL), INC., a corporation organized under the laws of the
State of California ("Fashion"), TAG MEX, INC., a corporation organized under
the laws of the State of California ("Tag Inc."), and PRIVATE BRANDS, INC., a
corporation organized under the laws of the State of California ("Private"; and
together with Holding, Fashion and Tag Inc., each individually a "Borrower" and
collectively, the "Borrowers"), the financial institutions which are now or
which hereafter become a party to the Loan Agreement (as hereinafter defined)
(each a "Lender" and collectively, the "Lenders"), and GMAC COMMERCIAL FINANCE
LLC, a limited liability company organized under the laws of the State of
Delaware ("GMAC CF"), as agent for the Lenders (GMAC CF, in such capacity,
"Agent").
WHEREAS, the Borrowers, Lenders, and Agent have entered into certain
financing arrangements pursuant to certain financing agreements, including,
without limitation, that certain Loan and Security Agreement dated as of June
16, 2006 (as the same may now exist, or may hereafter be amended, restated,
renewed, extended, supplemented, substituted, or otherwise modified, the "Loan
Agreement") and all of the notes, guarantees, mortgages, instruments, agreements
and other documents executed and/or delivered in connection therewith (all of
the foregoing, together with the Loan Agreement, as the same may now exist, or
may hereafter be amended, restated, renewed, extended, supplemented,
substituted, or otherwise modified, the "Loan Agreements"); and
WHEREAS, the Borrowers have requested that Agent and the Lenders amend
and modify certain Schedules to the Loan Agreement, and Agent and the Lenders
have agreed to accommodate the Borrowers' request, subject to the terms and
conditions of this Amendment;
NOW, THEREFORE, upon the mutual agreements and covenants set forth
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. DEFINITIONS. Capitalized terms not otherwise defined herein shall have
the meanings ascribed to such terms in the Loan Agreement.
2. AMENDMENTS TO LOAN AGREEMENT. As of the effective date of this
Amendment, the Loan Agreement is hereby amended as follows:
(a) Schedule 5.8 to the Loan Agreement is hereby amended and
restated by deleting it in its entirety and replacing it with EXHIBIT A attached
hereto;
(b) Schedule 5.22 to the Loan Agreement is hereby amended and
restated by deleting it in its entirety and replacing it with EXHIBIT B attached
hereto; and
(c) Schedule 7.8 to the Loan Agreement is hereby amended and
restated by deleting it in its entirety and replacing it with EXHIBIT C attached
hereto.
3. REPRESENTATIONS, WARRANTIES AND COVENANTS. The Borrowers represent,
warrant and covenant with and to Agent and the Lenders as follows, which
representations, warranties and covenants are continuing and shall survive the
execution and delivery hereof, the truth and accuracy of, or compliance with
each, together with the representations, warranties and covenants in the other
Loan Agreements, being a condition of the effectiveness of this Amendment and a
continuing condition of the making or providing of any Revolving Advances or
Letters of Credit by the Lenders to the Borrowers: All of the representations
and warranties set forth in the Loan Agreement, as amended hereby, and the other
Loan Agreements, are true and correct in all material respects after giving
effect to the provisions hereof, except to the extent any such representation or
warranty is made as of a specified date, in which case such representation or
warranty shall have been true and correct as of such date.
4. CONDITIONS PRECEDENT. The effectiveness of this Amendment and the
agreement of Agent and the Lenders to the modifications and amendments set forth
in this Amendment are subject to the fulfillment of the following conditions
precedent:
(a) No Event of Default or Default shall have occurred and be
continuing on the date of this Amendment, or would exist after giving effect to
the transactions contemplated under this Amendment; and
(b) Agent shall have received counterparts of this Amendment duly
executed and delivered by the Borrowers, Agent and the Lenders.
5. EFFECT OF THIS AMENDMENT. Except as specifically set forth herein, no
other changes or modifications to the Loan Agreements are intended or implied,
and, in all other respects, the Loan Agreements shall continue to remain in full
force and effect in accordance with their terms as of the date hereof. This
Amendment, and the instruments and agreements delivered pursuant hereto and
thereto constitute the entire agreement of the parties with respect to the
subject matter hereof and thereof, and supersede all prior oral or written
communications, memoranda, proposals, negotiations, discussions, term sheets and
commitments with respect to the subject matter hereof and thereof. Except as
specifically set forth herein, nothing contained herein shall evidence a waiver
or amendment by Agent or the Lenders of any other provision of the Loan
Agreements. Without limiting the foregoing, nothing herein contained shall, or
shall be deemed to, waive any Event of Default of which Agent or any Lender does
not have actual knowledge as of the date hereof, or any event or circumstance
which with notice or passage of time, or both, would constitute an Event of
Default. Agent and the Lenders may waive any of such Events of Default, but only
in a specific writing signed by Agent and the Lenders.
6. FURTHER ASSURANCES. The Borrowers shall execute and deliver such
additional documents and take such additional action as may be reasonably
requested by Agent to effectuate the provisions and purposes of this Amendment.
7. BINDING EFFECT. This Amendment shall be binding upon and inure to the
benefit of each of the parties hereto and their respective successors and
assigns.
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8. GOVERNING LAW. The rights and obligations hereunder of each of the
parties hereto shall be governed by and interpreted and determined in accordance
with the internal laws of the State of New York (without giving effect to
principles of conflict of laws).
9. COUNTERPARTS. This Amendment may be signed in counterparts, each of
which shall be an original and all of which taken together constitute one
agreement. In making proof of this Amendment, it shall not be necessary to
produce or account for more than one counterpart signed by the party to be
charged. Any signatures delivered by a party by facsimile transmission or by
electronic mail transmission shall be deemed an original signature hereto.
[Remainder of Page Intentionally Left Blank]
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Each of the parties has signed this Amendment as of the day and year
first above written.
TARRANT APPAREL GROUP
/S/ ▇▇▇▇▇ ▇▇▇▇▇
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By: ▇▇▇▇▇ ▇▇▇▇▇
Title: Chief Financial Officer
FASHION RESOURCE (TCL), INC.
/S/ ▇▇▇▇▇ ▇▇▇▇▇
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By: ▇▇▇▇▇ ▇▇▇▇▇
Title: Chief Financial Officer
TAG MEX, INC.
/S/ ▇▇▇▇▇ ▇▇▇▇▇
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By: ▇▇▇▇▇ ▇▇▇▇▇
Title: Chief Financial Officer
PRIVATE BRANDS, INC.
/S/ ▇▇▇▇▇ ▇▇▇▇▇
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By: ▇▇▇▇▇ ▇▇▇▇▇
Title: Chief Financial Officer
GMAC COMMERCIAL FINANCE LLC,
as Agent and a Lender
By: /S/ ILLEGIBLE
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Title: Senior Vice President
UPS CAPITAL CORPORATION,
as a Lender
/S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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By: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Director of Portfolio Management
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