Exhibit 10.23



 Exhibit 10.23 

 

 

  
 AMENDMENT NO. 7
TO CREDIT AGREEMENT 
 OF AMERICAN APPAREL (USA), LLC 

This AMENDMENT NO. 7 (this “Amendment”), dated as of June 20, 2008, is among American Apparel (USA), LLC (f/k/a
AAI Acquisition LLC (successor by merger to American Apparel, Inc.)), a California limited liability company (the “Borrower”), the Facility Guarantors thereto (the “Guarantors”) and SOF Investments, L.P. - Private IV, as lender
(the “Lender”), parties to the Credit Agreement dated as of January 18, 2007 (as amended by that certain Amendment No. 1 and Waiver to Credit Agreement of American Apparel, Inc. dated as of July 2, 2007, that certain Amendment No. 2 and
Waiver to Credit Agreement of American Apparel, Inc. dated as of November 9, 2007, that certain Amendment No. 3 and Waiver to Credit Agreement of American Apparel, Inc. dated as of November 28, 2007, that certain Amendment No. 4 and Waiver to Credit
Agreement of American Apparel, Inc. dated as of December 12, 2007, that certain Amendment No. 5 and Waiver to Credit Agreement of American Apparel (USA), LLC dated as of February 29, 2008, and that certain Amendment No. 6, Consent and Waiver To
Credit Agreement of American Apparel (USA), LLC dated as of May 16, 2008, the “Credit Agreement”). Capitalized terms used herein but not defined herein are used as defined in the Credit Agreement. 

WITNESSETH: 

WHEREAS, the Lender and the Borrower desire to amend the Credit Agreement on the terms set forth herein; 

NOW, THEREFORE, in consideration of the premises and the covenants and obligations contained herein the parties hereto
agree as follows: 
 Section 1. Amendments to the Credit Agreement 

Effective as of the Amendment Effective Date and subject to the satisfaction (or due waiver) of the conditions set forth
in Section 2 (Conditions Precedent to the Effectiveness of this Amendment) hereof the Credit Agreement is hereby amended as follows: 

(a) Amendments to Article I (Definitions) 

(i) The definition of “Consolidated EBITDA” is hereby amended and restated in its entirety as follows:

 “Consolidated EBITDA” means, with respect to any Person for any period, the sum (without
duplication) of (a) Consolidated Net Income for such period, plus (b) depreciation and amortization, plus (c) provisions for Taxes based on income that was deducted in determining Consolidated Net Income for such period, plus (d) Consolidated
Interest Expense that was deducted in determining Consolidated Net Income for such period, plus (e) cash bonuses paid during such period pursuant to Section 5.25(d) of the Merger Agreement, plus (f) any compensation expense incurred during such
period with respect to the issuance of up to 2,710,000 shares of common stock pursuant to Section 5.31 of the Merger Agreement, plus (g) any non-cash amortization of stock-based compensation expense, plus (h) management fees charged by Dov Charney
as the former beneficial shareholder of the Canadian Subsidiaries and their predecessors. 
 Amendment No. 7 to
Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 AMENDMENT NO.
7, OF 
 AMERICAN APPAREL (USA), LLC 

(ii) The definition of “Change of Control” is hereby amended by deleting clause (e) in its entirety. 

(iii) The definition of “Facility Guarantor” is hereby amended and restated in its entirety as follows:

 “Facility Guarantor” means (i) each of the Subsidiaries, whether now existing or hereafter created
or acquired, other than any Foreign Subsidiaries, and (ii) Parent.” 
 (iv) The definition of
“Permitted Dividends” is hereby amended by deleting clauses (d), (e) and (f) in their entirety and re-lettering clause “(g)” as clause “(d)”. 

(v) the definition of “Permitted Encumbrances” is hereby amended by inserting the phrase “or any
Subsidiary” to the first line of clause (h) thereto after the words “Loan Parties”, and by deleting the word “and” at the end of clause (m) thereof, re-lettering clause (n) thereof as clause (o), and inserting the following
new clause (n): 
 “(n) Liens in favor of the Canadian Lender securing the obligations of American Apparel
Canada Wholesale Inc. and American Apparel Canada Retail Inc. under the Canadian Loan;” 
 (vi) The
definition of “Permitted Indebtedness” is hereby amended as follows: 
 (A) by inserting the phrase
“or their Subsidiaries” to the first line of clause (e) after the words “Loan Parties” and by deleting “$15,000,000” in clause (e) thereof and replacing it with “$20,000,000”; and 

(B) by deleting the word “and” at the end of clause (m) thereof, re-lettering clauses (m) and (n) thereof as
clauses (r) and (s), respectively, and inserting the following new clauses (m), (n), (o), (p) and (q): 

“(m) Indebtedness due the Canadian Lender under the Canadian Loan Agreement; 

(n) Indebtedness incurred by American Apparel Canada Wholesale, Inc. and due Dov Charney, as such Indebtedness is
evidenced by that certain Promissory Note dated as of December 11, 2007 in the aggregate principal amount of $3,804,300.00 (the “US Dov Promissory Note”); 

(o) Indebtedness incurred by American Apparel Canada Wholesale, Inc. and due Dov Charney, as such Indebtedness is
evidenced by that certain Promissory Note dated as of December 11, 2007 in the aggregate principal amount of CAD $2,200,000.00 (the “CN Dov Promissory Note”); 

(p) Indebtedness of any Foreign Subsidiary to any other Foreign Subsidiary; and 

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Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American
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 AMENDMENT NO.
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(q) Indebtedness incurred by any Subsidiary owing to a Loan Party or any other Subsidiary to the extent that such
Indebtedness is permitted pursuant to clauses (k) and (l) of the definition of “Permitted Investment””. 

(vii) The definition of “Permitted Investment” is hereby amended as follows: 

(A) by deleting the phrase “means each of the following:” from the first sentence thereof and replacing it with
the phrase “means, in each case to the extent made when no Event of Default then exists or would arise therefrom, each of the following:” 

(B) by deleting clauses (k), (l) and the proviso at the end thereof in their entirety and replacing them with the
following: 
 “(k) Investments by a Loan Party in a Foreign Subsidiary (other than a Canadian Subsidiary) to
the extent that such Investments do not exceed $35,000,000 in the aggregate at any time; 
 (l) Investments by a
Foreign Subsidiary in another Foreign Subsidiary; and 
 (m) Investments permitted pursuant to SECTION 6.08(d)
and Investments set forth on Schedule 1.05; 
 provided, however, that notwithstanding the foregoing, (i) no such
Investments shall be permitted unless such Investments are, to the extent requested by the Agents, pledged to the Collateral Agent, as additional Collateral for the Obligations, pursuant to such agreements as may be reasonably required by the
Agents, and (ii) except to the extent permitted pursuant to clause (m), under no circumstances shall any Investment in any Canadian Subsidiary constitute a “Permitted Investment” hereunder.” 

(viii) The following new definitions are hereby added to the Credit Agreement in the appropriate alphabetical order:

 “Canadian Lender” means The Toronto-Dominion Bank in its capacity as the lender pursuant to the
Canadian Loan Agreement. 
 “Canadian Loan” means the loan, or any refinancing thereof, made by the
Canadian Lender to the Canadian Subsidiaries. 
 “Canadian Loan Agreement” means that certain loan
agreement dated as of December 3, 2007, by and among the Canadian Lender, American Apparel Canada Wholesale, Inc. and American Apparel Canada Retail Inc. 

“Canadian Subsidiaries” means (i) each of American Apparel Canada Wholesale Inc. and American Apparel Canada
Retail Inc., each a wholly-owned Subsidiary of the Parent, and (ii) all other wholly-owned Subsidiaries of 
 3

 Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among
American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 AMENDMENT NO.
7, OF 
 AMERICAN APPAREL (USA), LLC 

the Parent organized under the laws of Canada or any political subdivision thereof. The term “Canadian
Subsidiary” shall mean any one of the foregoing Persons. 
 “Parent” means American Apparel, Inc.
(f/k/a Endeavor Acquisition Corp.). 
 “SPAC Blocked Account” means the deposit accounts numbered
48685387, 9939581478 and 000000002211351 of the Parent at Citi Private Bank subject to a control agreement among Citi Private Bank, the Parent and the “Collateral Agent” (as such term is defined in the Existing First Lien Credit
Agreement). 
 (b) Amendment to Article V (Affirmative Covenants) 

Section 5.11 (Additional Subsidiaries) is hereby deleted in its entirety and replaced with the following: 

“SECTION 5.11 Additional Subsidiaries. 

If any Loan Party shall form or acquire a Subsidiary after the Closing Date, Borrower will notify the Agents thereof and
(a) if such Subsidiary is not a Foreign Subsidiary, Borrower will cause such Subsidiary to become a Loan Party hereunder and under each applicable Security Document in the manner provided therein within ten (10) Business Days after such Subsidiary
is formed or acquired and promptly take such actions to create and perfect Liens on such Subsidiary’s assets to secure the Obligations as the Administrative Agent or the Required Lenders shall request, (b) if any shares of Capital Stock or
Indebtedness of such Subsidiary are owned by or on behalf of any Loan Party, the Borrower will cause such shares and promissory notes evidencing such Indebtedness to be pledged to secure the Obligations within ten (10) Business Days after such
Subsidiary is formed or acquired (except that (i) if such Subsidiary is a Foreign Subsidiary that is not a Canadian Subsidiary, shares of Capital Stock of such Subsidiary to be pledged may be limited to 65% of the outstanding shares of Capital Stock
of such Subsidiary, and (ii) if such Subsidiary is a Canadian Subsidiary, the Borrower shall not be obligated to cause such shares of Capital Stock of such Canadian Subsidiary to be pledged to secure the Obligations until such time as the Canadian
Loan is refinanced in accordance with the terms of this Agreement with a lender other than the Canadian Lender).” 

(c) Amendments to Article VI (Negative Covenants) 

(i) Section 6.07(a) (Restricted Payments; Certain Payments of Indebtedness) of the Credit Agreement is hereby amended and
restated in its entirety as follows: 
 “SECTION 6.07 Restricted Payments; Certain Payments of Indebtedness.

 (a) No Loan Party will, or will permit any Subsidiary to, declare or make, or agree to pay or make, directly
or indirectly, any Restricted Payment other than (i) Permitted Dividends, (ii) Permitted Dispositions, and (iii) so long as (x) no Event of Default has occurred 

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Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American
Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 AMENDMENT NO.
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and is continuing, and (y) there is a minimum amount of $20,000,000 available to the Loan Parties through either cash
remaining in the SPAC Blocked Account or in Excess Availability (as defined in the Existing First Lien Credit Agreement) under the Existing First Lien Credit Agreement subsequent to any such repurchase, repurchases of the Loan Parties’ Capital
Stock in an amount not to exceed $30,000,000 in the aggregate with the proceeds of the Loan Parties’ cash on hand (or cash equivalents) contained in the SPAC Blocked Account, without the prior written consent of the Administrative Agent and
the Required Lenders. 
 (b) No Loan Party will, or will permit any Subsidiary to make or agree to pay or make,
directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other
property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except: 

(i) so long as no Event of Default then exists or would arise therefrom, (x) mandatory payments and prepayments of
interest and principal as and when due in respect of any Permitted Indebtedness, and (y) prepayments of principal not to exceed $1,000,000 in any twelve-month period, in each case in respect of any Permitted Indebtedness (other than Subordinated
Indebtedness, Senior Debt and the Indebtedness described in clauses (n) and (o) of the definition of “Permitted Indebtedness”); 

(ii) payments on account of Indebtedness outstanding as of the Closing Date and as set forth on Schedule 6.01; 

(iii) payments on account of Subordinated Indebtedness to the extent permitted under any subordination agreement or
provisions governing such Indebtedness and including any payments to be made pursuant to the Merger Agreement (as set forth on Schedule 5.25(c) thereof) in an amount not to exceed $5,000,000 (other than the Indebtedness described in clauses (n) and
(o) of the definition of “Permitted Indebtedness”); 
 (iv) refinancing of any Permitted Indebtedness
(other than Indebtedness described in clauses (n) and (o) of the definition of “Permitted Indebtedness”) to the extent that (x) the principal amount of the Permitted Indebtedness being so refinanced is not increased by such refinancing
except on account of fees and expenses required to be paid incidental to such refinancing, provided that in no event shall such increased principal amount exceed 102% of the principal amount of the Indebtedness so refinanced, (y) such refinancing is
on terms and conditions reasonably acceptable to the Administrative Agent, and (z) the refinancing lender enters into an intercreditor agreement with the Administrative Agent on terms and conditions that the Agents, in their sole discretion
exercised in good faith, deem necessary or desirable; 
 (v) payments as and when due pursuant to the Canadian
Loan Agreement or prepayments under the Canadian Loan Agreement; provided that 
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Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American
Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 AMENDMENT NO.
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(x) such payments shall be made only by a Canadian Subsidiary, and (y) no Loan Party may transfer proceeds of the Loans to
any Canadian Subsidiary for purposes of making such payments; and 
 (vi) any prepayments of principal on the US
Dov Promissory Note or the CN Dov Promissory Note to the extent such prepayments are permitted by the Canadian Lender; provided that (x) such prepayments shall be made only by a Canadian Subsidiary, and (y) no Loan Party may transfer proceeds of the
Loans to any Canadian Subsidiary for purposes of making such prepayments.” 
 (ii) Section 6.09 (Restricted
Agreements) of the Credit Agreement is hereby amended by deleting the last sentence and replacing it with the following: 

“Notwithstanding anything in this SECTION 6.09 to the contrary, neither (i)(a) the prohibition on the pledge of
security interest in the Capital Stock of the Canadian Subsidiaries, nor (b) the prohibition on the granting of any guaranty or security interest by the Canadian Subsidiaries, in each case set forth in the Canadian Loan, nor (ii) the prohibitions,
restrictions and impositions of conditions expressly set forth in the Merger Agreement and Lim Option Agreements (to the extent such prohibitions, restrictions and impositions of conditions are in connection with the consummation of the merger or
the transactions related thereto as expressly set forth in the Merger Agreement and would not result in a Material Adverse Effect) shall be prohibited by this SECTION 6.09.” 

(iii) Section 6.11 (Financial Covenants) of the Credit Agreement is hereby amended as follows: 

(A) Section 6.11(a) (Consolidated Fixed Charge Coverage Ratio) is hereby deleted in its entirety; 

(B) Section 6.11(b) (Minimum Consolidated EBITDA) is hereby deleted in its entirety and replaced with the following:

 “Minimum Consolidated EBITDA. The Parent shall maintain, for the twelve month period ended on the last
day of each month set forth below, Consolidated EBITDA for the twelve months ending on such day of not less than the amount set forth opposite such month: 

TWELVE MONTHS ENDING 

June 30, 2007 

July 31, 2007 

August 31, 2007 

September 30, 2007 

October 31, 2007 

November 30, 2007 

December 31, 2007 

January 31, 2008 

February 29, 2008 

MINIMUM CONSOLIDATED EBITDA 

$21,500,000 

$21,500,000 

$21,500,000 

$24,500,000 

$24,500,000 

$24,500,000 

$29,500,000 

$29,500,000 

$29,500,000 

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Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American
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 AMENDMENT NO.
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TWELVE MONTHS ENDING 

March 31, 2008 

April 30, 2008 

May 31, 2008 

June 30, 2008 

July 31, 2008 

August 31, 2008 

September 30, 2008 

October 31, 2008 

November 30, 2008 

December 31, 2008 and thereafter 

MINIMUM CONSOLIDATED EBITDA 

$30,500,000 

$30,500,000 

$35,500,000 

$37,500,000 

$37,500,000 

$37,500,000 

$39,500,000 

$39,500,000 

$39,500,000 

$41,500,000” 

(C) Section 6.11(c) (Maximum Senior Debt to Consolidated EBITDA) is hereby amended by deleting the term
“Borrower” in the first sentence thereof and replacing it with the term “Parent”; and 
 (D)
Section 6.11(d) (Total Adjusted Debt to Consolidated EBITDAR) is hereby amended by deleting the term “Borrower” in the first sentence thereof and replacing it with the term “Parent”. 

(iv) Section 6.12 (Capital Expenditures) of the Credit Agreement is hereby amended by deleting clause (b) thereof in its
entirety and replacing it with the following: 
 “(b) in excess of $50,000,000 in the aggregate for the
Fiscal Year ending December 31, 2008 and for any Fiscal Year thereafter.” 
 (d) Amendment to Schedules

 Schedule 3.01, Schedule 3.05(a), Schedule 3.05(b), Schedule 3.05(c)(ii), Schedule 3.06, and Schedule 6.01 to
the Credit Agreement are hereby deleted in their entirety and replaced with Schedule 3.01, Schedule 3.05(a), Schedule 3.05(b), Schedule 3.05(c)(ii), Schedule 3.06, and Schedule 6.01 in the form attached hereto. 

Section 2. Conditions Precedent to the Effectiveness of this Amendment 

This Amendment shall become effective as of the date first written above when, and only when, each of the following
conditions precedent shall have been satisfied (the “Amendment Effective Date”) or duly waived by the Lender: 

(a) Certain Documents. The Administrative Agent shall have received the following documents, each in form and substance
satisfactory to the Lender, which satisfaction shall be evidenced by the execution and delivery by the Lender of this Amendment, and dated the Amendment Effective Date (when applicable): 

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Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American
Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 AMENDMENT NO.
7, OF 
 AMERICAN APPAREL (USA), LLC 

(i) this Amendment, duly executed by the Borrower, each Facility Guarantor and the Lender, including all schedules to the
Credit Agreement to be replaced pursuant to Section 1(d) hereof; 
 (ii) an executed copy of the Fourth Amendment
to Credit Agreement with respect to the Existing First Lien Credit Agreement; 
 (iii) each of the following
documents with respect to American Apparel, Inc. (f/k/a/ Endeavor Acquisition Corp.) (the “Parent”) and each other Loan Party, to the extent requested by the Administrative Agent, in form and substance reasonably satisfactory to the
Administrative Agent: 
 (A) a certificate of legal existence and good standing issued by the secretary of state
of its state of incorporation and each other state where such Loan Party is qualified to do business; 
 (B) a
certificate of an authorized officer relating to the organization and existence of such party, the authorization of the transactions contemplated by the Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to
any of the Loan Documents, together with true and accurate copies of such entity’s organizational documents; 

(C) an executed perfection certificate; 

(D) an executed copy of the Joinder and Second Amendment to the Security Agreement; 

(E) Amended and Restated Ownership Interest and Intercompany Note Pledge and Security Agreement; 

(F) Amended and Restated Guaranty; 

(G) an executed copy of Waiver to Credit Agreement dated June 5, 2008 with respect to the Existing First Lien Credit
Agreement; 
 (H) an executed copy of the intercreditor letter between Senior Lender and Lender with respect to
the amendments and other modifications to the Loan Documents contemplated hereby and the other modifications to the Loan Documents set forth in documents (D) through (F) of this Section 2(a)(iii); 

(I) an executed copy of the intercreditor letter between Senior Lender and Lender with respect to certain amendments and
modifications to the Existing First Lien Credit Agreement and the Intercreditor Agreement; and 
 (J) such other
documents and agreements reasonably required by the Agents. 
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Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American
Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 AMENDMENT NO.
7, OF 
 AMERICAN APPAREL (USA), LLC 

(iv) lien search results or other evidence reasonably satisfactory to the Administrative Agent (dated as of a date
reasonably satisfactory to the Collateral Agent) indicating the absence of Liens on the assets of the Parent, except for Permitted Encumbrances and Liens for which termination statements and releases or subordination agreements are being tendered on
the date hereof; 
 (iv) all documents and instruments, including financing statements, required by law or
reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect Liens intended to be created under the Loan Documents with respect to the Parent and all such documents and instruments shall been so filed,
registered or recorded to the satisfaction of the Lender; 
 (v) an opinion of counsel to the Loan Parties,
addressed to the Lender, as to such matters concerning the Parent, the other Loan Parties and the Loan Documents as the Lender may reasonably request; and 

(vi) such other and further documents as the Lender reasonably may require and shall have identified prior to the
execution of this Amendment, in order to confirm and implement the terms and conditions of this Amendment. 
 (b)
Corporate and Other Proceedings. All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Amendment shall be satisfactory in all respects to the Lender,
which satisfaction shall be evidenced by the execution and delivery by the Lender of this Amendment. 
 (c)
Representations and Warranties. Each of the representations and warranties contained in Section 3 (Representations and Warranties) below are true and correct. 

(d) No Default or Event of Default. After giving effect to this Amendment, no Default or Event of Default shall have
occurred and be continuing as of the date hereof. 
 (e) No Litigation. No litigation shall have been commenced
against any Loan Party or any of its Subsidiaries, either on the date hereof or the Amendment Effective Date, seeking to restrain or enjoin (whether temporarily, preliminarily or permanently) the performance of any action by any Loan Party required
or contemplated by this Amendment or the Credit Agreement or any Loan Document, in either case as amended hereby. 

(f) Fees and Expenses Paid. The Borrower shall have paid all Obligations due, after giving effect to this Amendment, on or
before the later of the date hereof and the Amendment Effective Date including, without limitation, the fees set forth in Section 4 (Fees and Expenses) hereof, including the Amendment Fee (as defined herein) and all costs and expenses of the Lender
in connection with the preparation, reproduction, execution and delivery of this Amendment and all other Loan Documents entered into in connection herewith (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for
the Lender with respect thereto and all other Loan Documents) and all other costs, expenses and fees due under any Loan Document. 

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Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American
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 AMENDMENT NO.
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(g) No Default or Event of Default Under Existing First Lien Credit Agreement. No default or event of default shall have
occurred and be continuing with respect to the Existing First Lien Credit Agreement on the date hereof. 

Section 3. Representations and Warranties 

On and as of the date hereof and as of the Amendment Effective Date, after giving effect to this Amendment, the Borrower
hereby represents and warrants to the Lender as follows: 
 (a) this Amendment has been duly authorized, executed
and delivered by the Borrower and each Guarantor and constitutes a legal, valid and binding obligation of the Borrower and each Guarantor, enforceable against the Borrower and each Guarantor in accordance with its terms and the Credit Agreement as
amended by this Amendment and constitutes the legal, valid and binding obligation of the Borrower and each Guarantor, enforceable against the Borrower and each Guarantor in accordance with its terms; 

(b) each of the representations and warranties contained in Article III (Representations and Warranties) of the Credit
Agreement, the other Loan Documents or otherwise made in writing in connection therewith are true and correct in all material respects on and as of the date hereof and the Amendment Effective Date, in each case as if made on and as of such date
except (i) to the extent that such representations and warranties specifically relate to a specific date, in which case such representations and warranties shall be true and correct in all material respects as of such specific date and (ii) to the
extent that such statement was subsequently corrected and such correction was presented to the Lender; provided, however, that references therein to the “Credit Agreement” shall be deemed to refer to the Credit Agreement as amended by this
Amendment after giving effect to the consents and waivers set forth herein; 
 (c) no Default or Event of Default
has occurred and is continuing; and 
 (d) no litigation has been commenced against any Loan party or any of its
Subsidiaries seeking to restrain or enjoin (whether temporarily, preliminarily or permanently) the performance of any action by any Loan Party required or contemplated by this Amendment, the Credit Agreement or any Loan Document, in each case as
amended hereby (if applicable). 
 Section 4. Fees and Expenses 

The Borrower and each other Loan party agrees to pay on demand in accordance with the terms of Section 9.03(a) (Expenses;
Indemnity; Damage Waiver) of the Credit Agreement all costs and expenses of the Lender in connection with the preparation, reproduction, execution and delivery of this Amendment and all other Loan Documents entered into in connection herewith
(including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Lender with respect thereto and all other Loan Documents). In addition the Borrower agrees to pay to Lender an amendment fee (the “Amendment
Fee””) in the amount of $93,750. 
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Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American
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 AMENDMENT NO.
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Section 5. Post-Closing Matters 

(a) The Loan Parties have advised Lender that Fresh Air Freight, Inc., a California corporation (“Fresh Air”),
is not in good standing in the State of California for failure to pay franchise taxes. The Loan Parties have further advised the Administrative Agent that such taxes were paid on or about June 5, 2008, and that the sole reason for the failure of
Fresh Air to be in good standing is the failure of the applicable Governmental Authority to process payment. Within sixty (60) days following the Amendment Effective Date, the Loan Parties shall have delivered to the Administrative Agent, in form
and substance reasonably satisfactory to the Administrative Agent, certificates and other evidence that Fresh Air is in good standing in the State of California. 

(b) The Loan Parties have advised the Administrative Agent that American Apparel Retail, Inc. a California corporation
(“AA Retail”), is not qualified to do business as a foreign corporation in the State of Tennessee for failure to pay franchise taxes. Within sixty (60) days following the Amendment Effective Date, the Loan Parties shall have delivered to
the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, certificates and other evidence that AA Retail is qualified to do business as a foreign corporation in the State of Tennessee. 

Section 6. Reference to the Effect on the Loan Documents 

(a) As of the Amendment Effective Date, each reference in the Credit Agreement to “this Agreement,”
“hereunder,” “hereof,” “herein,” or words of like import, and each reference in the other Loan Documents to the Credit Agreement (including, without limitation, by means of words like “thereunder”,
“thereof” and words of like import), shall mean and be a reference to the Credit Agreement as amended hereby, and this Amendment and the Credit Agreement shall be read together and construed as a single instrument. Each of the table of
contents and lists of Exhibits and Schedules of the Credit Agreement shall be amended to reflect the changes made in this Amendment as of the Amendment Effective Date. 

(b) Except as expressly amended hereby or specifically waived above, all of the terms and provisions of the Credit
Agreement and all other Loan Documents are and shall remain in full force and effect and are hereby ratified and confirmed. 

(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as
a waiver of any right, power or remedy of the Lender under any of the Loan Documents, nor constitute a waiver or amendment of any other provision of any of the Loan Documents or for any purpose except as expressly set forth herein. 

(d) This Amendment is a Loan Document. 

Section 7. Consent of Facility Guarantors 

Each Facility Guarantor hereby consents to this Amendment and agrees that the terms hereof shall not affect in any way its
obligations and liabilities under the Loan Documents (as amended and otherwise expressly modified hereby), all of which obligations and liabilities 

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Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American
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 AMENDMENT NO.
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shall remain in full force and effect and each of which is hereby reaffirmed (as amended and otherwise expressly modified
hereby). 
 Section 8. Execution in Counterparts 

This Amendment may be executed in any number of counterparts and by different parties in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that
all signature pages are attached to the same document. Delivery of an executed counterpart by telecopy shall be effective as delivery of a manually executed counterpart of this Amendment. 

Section 9. Governing Law 

This Amendment shall be governed by and construed in accordance with the law of the State of New York. 

Section 10. Section; Titles 

The section titles contained in this Amendment are and shall be without substantive meaning or content of any kind
whatsoever and are not a part of the agreement between the parties hereto, except when used to reference a section. Any reference to the number of a clause, sub-clause or subsection of any Loan Document immediately followed by a reference in
parenthesis to the title of the section of such Loan Document containing such clause, subclause or subsection is a reference to such clause, sub-clause or subsection and not to the entire section; provided, however, that, in case of direct conflict
between the reference to the title and the reference to the number of such section, the reference to the title shall govern absent manifest error. if any reference to the number of a section (but not to any clause, sub-clause or subsection thereof)
of any Loan Document is followed immediately by a reference in parenthesis to the title of a section of any Loan Document, the title reference shall govern in case of direct conflict absent manifest error. 

Section11. Notices 

All communications and notices hereunder shall be given as provided in the Credit Agreement or, as the case may be, the
Guaranty. 
 Section 12. Severability 

The fact that any term or provision of this Amendment is held invalid, illegal or unenforceable as to any person in any
situation in any jurisdiction shall not affect the validity, enforceability or legality of the remaining terms or provisions hereof or the validity, enforceability or legality of such offending term or provision in any other situation, or
jurisdiction or as applied to any person 
 Section 13. Successors 

12 

Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American
Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 AMENDMENT NO.
7, OF 
 AMERICAN APPAREL (USA), LLC 

The terms of this Amendment shall be binding upon, and shall inure to the benefit of, the parties hereto and their
respective successors and assigns. 
 Section 14. Waiver of Jury Trial 

EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS AMENDMENT OR
ANY OTHER LOAN DOCUMENT. 
 13 

Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American
Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 In Witness
Whereof, the parties hereto have caused this Amendment to be executed by their respective officers and general partners thereunto duly authorized, as of the date first written above. 

AMERICAN APPAREL (USA), LLC (f/k/a AAI Acquisition LLC (successor by merger to American Apparel, Inc.)), 

as Borrower 

By: 

Name: Dov Charney 

Title: CEO / President 

SOF INVESTMENTS, L.P. - PRIVATE IV, 

as Lender 

By: 

Name: 

Title: 

[Signature Page to Amendment No. 7] 

Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American
Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 IN WITNESS
WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers and general partners thereunto duly authorized, as of the date first written above. 

AMERICAN APPAREL (USA), LLC (f/k/a AAI Acquisition LLC (successor by merger to American Apparel, Inc.)), as Borrower

 By: 

Name: 

Title: 

SOF INVESTMENTS, L.P. - PRIVATE IV, 

as Lender 

By: 

Name: Marc R. Lisker 

Title: General Counsel 

[Signature Page to Amendment No. 7] 

Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American
Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 GUARANTORS:

 AMERICAN APPAREL, LLC, as Facility Guarantor 

By: AMERICAN APPAREL (USA), LLC (f/k/a AAI Acquisition LLC (successor by merger to American Apparel, Inc.)) 

By: 

Name: Dov Charney 

Title: CEO / President 

FRESH AIR FREIGHT, INC., 

as Facility Guarantor 

By: 

Name: Dov Charney 

Title: CEO / President 

KCL KNITTING, LLC, as Facility Guarantor 

By: AMERICAN APPAREL (USA), LLC (f/k/a AAI Acquisition LLC (successor by merger to American Apparel, Inc.)) 

By: 

Name: Dov Charney 

Title: CEO / President 

AMERICAN APPAREL RETAIL, INC., as Facility Guarantor 

By: 

Name: Dov Charney 

Title: CEO / President 

[Signature Page to Amendment No. 7] 

Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American
Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 AMERICAN
APPAREL DYEING & FINISHING, INC., as Facility Guarantor 
 By: 

Name: Dov Charney 

Title: CEO / President 

AMERICAN APPAREL, INC. (F/K/A ENDEAVOR ACQUISITION CORP.) 

By: 

Name: Dov Charney 

Title: CEO / President 

[Signature Page to Amendment No. 7] 

Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American
Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Schedule 1.05

 Investments in Any Canadian Subsidiary 

Capital Contributions Capital Contributions Subsidiary from AA (USA), LLC from AAI Total Note American Apparel $0
$1,957,181 $1,957,181 Loan from American Apparel, Inc. (f/k/a Endeavor Acquisition Canda Wholesale Inc. Corp.) to Canadian Subsidiaries on 12/12/2007 pursuant to closing of transactions contemplated in Merger Agreement. 

Total $0 $1,957,181 $1,957,181 

Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American
Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Schedule 3.01

 ORGANIZATION INFORMATION 

Name 

American Apparel, Inc., 

American Apparel (USA), LLC 

American Apparel Retail, Inc. 

American Apparel Dyeing & Finishing, Inc. 

KCL Knitting, LLC 

American Apparel, LLC 

Fresh Air Freight, Inc. 

State of Incorporation or Organization 

Incorporated 7-22-2005 Delaware 

Filed 10-16-2007 California 

Incorporated 2-11-2004 California 

Incorporated 9-14-2004 California 

Filed 8-21-2000 California 

Filed 6-30-1998 California 

Incorporated 10-23-2003 California 

Type of incorporation or organization 

Corporation 

Limited Liability Company 

Corporation 

Corporation 

Limited liability company 

Limited liability company 

Corporation 

Corp. or Company ID No. 

4004038 

200729010015 

C2605535 

C2687444 

200023610152 

101998181051 

C2527267 

Federal EIN No. 

20-3200601 

26-2368940 

72-1577829 

41-2150324 

95-4819518 

95-4695584 

45-0533870 

Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American
Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Schedule 3.05
(a) 
 Title Exceptions (SOF) 

1.) Subject to the intercreditor agreement between SOF Investments and the agents acting for the benefit of the Senior
Lenders, Liens granted by the Loan Parties in favor of the Collateral Agent pursuant to the Loan Documents. 

2.) Liens granted by the Loan Parties in favor of Senior Lenders pursuant to the material agreements executed in
connection with the Existing First Lien Credit Agreements. 
 3.) Liens or encumbrances pursuant to the UCC
Financing Statements listed and attached hereto in this “Schedule 3.05(a).” 
 4.) Permitted
Encumbrances (as such term is defined in the Credit Agreement). 
 5.) Restrictions on transfer of real property
leases pursuant to lease agreements. 
 6.) Security interests granted pursuant to the equipment Lease Agreement
(referenced therein as Lease Number 8324126001) by and amongst American Apparel, Inc. (“Lessee/Debtor”) and Ramsgate Leasing Systems, Inc., (“Lessor”) and General Electric Capital Corporation (“Lender”), dated May 17,
2007 and all commitments and obligations in connection therewith. 
 7.) Security interests granted pursuant to
the Lease Agreement (referenced therein as Lease Number 106106 and hereinafter, “Equipment Lease”) by and amongst American Apparel, Inc. (“Lessee”), TCCG, LLC dba The Cambridge Capital Group (“Lessor”)and Quest CAD/CAM
(“Supplier”) dated May 24, 2007 and all commitments and obligations in connection therewith. 
 8.) Any
title exceptions in Schedule 3.05(b). 
 9.) Any materialmans’ liens or warehousemans’ liens that may
arise by operation of law. 
 Schedule 3.05(a) 

1 

Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American
Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Attachment to
Schedule 3.05a) 
 1. Incorporated by this reference are the attachments to Schedule 3.05(a) and the liens set
forth therein as such schedule and attachments were delivered as of January 18, 2007. 
 2. The liens set forth
on the attached list and UCC financing statements attached hereto. 
 Amendment No. 7 to Credit Agreement of
AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Attachment to
Schedule 3.05(a) 
 Debtor 

AA (USA), LLC 

AA (USA), LLC 

AA (USA), LLC 

AA (USA), LLC 

AA, Inc. (CA) 

AA, Inc. (CA) 

AA, Inc. (CA) 

AA, Inc (CA) 

AA, Inc (CA) 

AA, Inc (CA) 

AA, Inc (CA) 

AA, Inc (CA) 

State 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

Office 

SOS 

SOS 

SOS 

SOS 

SOS 

SOS 

SOS 

SOS 

SOS 

SOS 

SOS 

SOS 

Creditor 

SOF Investments 

SOF Investments 

SOF Investments 

LaSalle Business Credit, LLC, as Agent 

SOF Investments 

LEAF Funding, Inc. 

SOF Investments 

Marlin Leasing Corp 

Cisco Systems Capital Corporation 

Relational, LLC 

(Assigned in whole or part to Key Equipment Finance Inc.) (Assigned Relational, LLC in whole or part) 

National City Commercial Capital Company, LLC 

Winthrop Resources Corporation 

Filing Date 

12-17-07 12-24-07 

12-17-07 01-15-08 

12-17-07 

12-11-07 12-14-07 

01-18-07 12-20-07 01-15-08 

01-10-07 

01-18-07 12-20-07 01-15-08 

01-23-07 

03-08-07 

03-21-07 08-16-07 

05-09-08 

03-27-07 

04-17-07 

Filing Number* 

07-7140670951 

07-71413792 

07-7140670830 

08-71438155 

07-7140661204 

07-7139706838 07-71402254 

07-7099609411 

07-71411371 

08-71438186 

07-7098153747 

07-7099609411 

07-71411371 

08-71438185 

07-7099579458 

07-7105196723* 

07-7107122300 

07- 71255327 

08- 71578728 

07-710770995 

07-7110642624 

Collateral/Comments 

All assets 

All assets 

AH assets 

All assets 

All assets 

Equipment listed on attachment to UCC-l 

All assets 

Equipment listed on UCC-l 

Leased Equipment 

Goods leased by Relationship LLC to AA, Inc. 

Equipment listed on UCC-l 

Equipment listed on UCC-l 

*Numbers are uncertain due to poor legibility of scanned UCC-1 financing statement. Statement is attached. 

1 

Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American
Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Attachment to
Schedule 3.05(a) 
 Debtor 

AA, Inc (CA) 

AA, Inc (CA) 

AA, Inc (CA) 

AA, Inc (CA) 

AA, Inc (CA) 

AA, Inc (CA) 

AA, Inc (CA) 

AA, Inc (CA) 

AA, Inc (CA) 

State 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

Office 

SOS 

SOS 

SOS 

SOS 

SOS 

SOS 

SOS 

SOS 

SOS 

Creditor 

Libertyville Bank & Trust Company 

General Electric Capital Corporation 

First Federal Leasing 

LaSalle Business Credit, LLC, as Agent 

BMT Leasing, Inc. 

Cisco Systems Capital Corporation 

National City Commercial Capital Company, LLC 

Sterling National Bank 

The CIT Group/Commercial Services, Inc. 

Filing Date 

05-30-07 

06-04-07 

06-22-07* 

06-28-07 12-11-07 12-14-07 

07-30-07 

08-02-07 

08-16-07 

09-29-07 

07-23-07 

Filing Number* 

07-7115825731 

07-7116354892 

07-7118590538 

07-7119340658 

07-71397085 

07-71402256 

07-7123338105 

07-7124002790 

07-7125571175 

07-7127260637 

07-71224079 

Collateral/Comments 

Equipment listed on UCC-1 

Equipment listed on UCC-1 

Equipment listed on UCC-1 

All assets 

Equipment listed on UCC-1 

Leased Equipment 

Equipment listed on UCC-1 

Equipment listed on UCC-1 

Continuation of initial filing 02-35360379. Lien shown on page 14 of 31 page list attached to Schedule 3.05(a) as
delivered June 18, 2007. American Apparel, LLC also shown as “Debtor” on that list. 
 *Numbers are
uncertain due to poor legibility of scanned UCC-1 financing statement. Statement is attached. 
 2 

Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American
Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Attachment to
Schedule 3.05(a) 
 Debtor 

AA, Inc (CA) 

American Apparel, LLC. 

American Apparel, LLC 

American Apparel, LLC 

AA Dyeing & Finishing 

AA Dyeing & Finishing 

State 

CA 

CA 

CA 

CA 

CA 

CA 

Office 

SOS 

COS 

SOS 

SOS 

SOS 

SOS 

Creditor 

Key Equipment Finance 

CCA Financial, LLC 

LaSalle Business Credit, LLC, as Agent 

SOF Investments 

LaSalle Business Credit, LLC, as Agent 

National City Commercial Capital Company, LLC 

Filing Date 

04-10-08 

1-21-08 

06-28-07 

01-18-07 

06-28-07 

01-04-07 

Filing Number* 

08-71536296 

08-41442737 

07-7119340890 

07-7099608147 

07-7119339515 

07-7097510985 

Collateral/Comments 

Continuation of initial filing 03-19760357. Lien shown on page 15 of 31 page list attached to Schedule 3.05(a) as
delivered June 18, 2007. American Apparel, LLC also shown as “Debtor” on that list. 
 Continuation of
initial filing 03-20260423 for lease 
 Lien shown on page 23 of 31 page list attached to Schedule 3.05(a) as
delivered June 18, 2007. American Apparel, Inc also shown as “Debtor” on that list. 
 All assets

 All assets 

All assets 

Leased goods. 

*Numbers are uncertain due to poor legibility of scanned UCC-1 financing statement. Statement is attached. 

3 

Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American
Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Attachment to
Schedule 3.05(a) 
 Debtor 

AA Dyeing & Finishing 

KCL Knitting 

KCL Knitting 

Fresh Air Freight 

Fresh Air Freight 

AA Retail, Inc. 

AA Retail, Inc. 

AA, Inc (DE) 

AA, Inc (DE) 

AA, Inc (DE) 

AA, Inc (DE) 

AA, Inc (DE) 

AA, Inc (DE) 

AA, Inc (DE) 

State 

CA 

CA 

CA 

CA 

CA 

CA 

CA 

DE 

DE 

DE 

DE 

DE 

DE 

DE 

Office 

SOS 

SOS 

SOS 

SOS 

SOS 

SOS 

SOS 

SOS 

SOS 

SOS 

SOS 

SOS 

SOS 

SOS 

Creditor 

SOF Investments 

SOF Investments 

LaSalle Business Credit, LLC, as Agent 

SOF Investments 

LaSalle Business Credit, LLC, as Agent 

LaSalle Business Credit, LLC, as Agent 

SOF Investments 

LaSalle Business Credit, LLC, as Agent 

SOF Investments 

SOF Investments 

SOF Investments 

Cisco Systems Capital Corporation 

Cisco Systems Capital Corporation 

Cisco Systems Capital Corporation 

Filing Date 

01-18-07 

01-18-07 

06-28-07 

01-18-07 

06-28-07 

06-28-07 

01-18-07 

12-11-07 

12-14-07 

12-14-07 

12-14-07 

12-17-07 

01-14-08 

01-31-08 

01-31-08 

01-31-08 

01-31-08 

Filing Number* 

07-7099607752 

07-7099607136 

07-7119341043 

07-7099607136 

07-7119340779 

07-7119340537 

07-7099608905 

2007 662176 

2007 4724786 

2007 4731492 

2007 4739545 

2007 4766712 

2008 0157618 

2008 0385805 

2008 0385847 

2008 0385896 

2008 0385904 

Collateral/Comments 

All assets 

All assets 

All assets 

All assets 

All assets 

All assets 

All assets 

100% of membership interests in AA (USA), LLC 

100% of membership interests in AA (USA), LLC 

100% of membership interests in AA (USA), LLC 

Leased Equipment 

Leased Equipment 

Leased Equipment 

Leased Equipment 

*Numbers are uncertain due to poor legibility of scanned UCC-1 financing statement. Statement is attached. 

4 

Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American
Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Attachment to
Schedule 3.05(a) 
 Debtor 

AA, Inc (DE) 

AA, Inc (DE) 

AA, Inc (DE) 

State 

DE 

DE 

DE 

Office 

SOS 

SOS 

SOS 

Creditor 

Cisco Systems Capital Corporation 

Cisco Systems Capital Corporation 

Cisco Systems Capital Corporation 

Filing Date 

01-31-08 

01-31-08 

01-31-08 

Filing Number* 

2008 0385920 

2008 0385938 

2008 0385946 

Collateral/Comments 

Leased Equipment 

Leased Equipment 

Leased Equipment 

*Numbers are uncertain due to poor legibility of scanned UCC-1 financing statement. Statement is attached. 

5 

Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American
Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

 Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF
Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

 Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF
Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

 Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF
Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

 Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF
Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

 Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF
Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

 Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF
Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

 Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF
Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

 Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF
Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

 Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF
Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

 Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF
Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

 Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the
SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

 Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF
Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

 Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF
Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

 Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF
Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

 Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF
Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

 Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF
Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

 Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF
Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

 Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF
Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

 Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF
Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

 Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF
Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

 Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF
Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

 Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF
Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

 Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF
Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

 Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF
Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 See Attached
Equipment Description 
 This page and any following pages include and merge any text received for the collateral
description with any attachments. 
 Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008,
amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

 Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF
Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

 Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF
Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

 Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF
Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

 Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF
Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

 Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF
Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

 Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF
Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

 Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF
Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

 Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF
Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

 Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF
Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

 Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF
Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

 Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF
Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

 Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF
Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

 Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF
Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

 Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF
Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

 Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF
Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

 Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF
Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

 Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF
Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

 Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF
Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

 Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF
Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

 Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF
Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

 Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF
Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

 Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF
Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Amendment No. 7
to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Amendment No. 7
to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Amendment No. 7
to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Amendment No. 7
to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Amendment No. 7
to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Amendment No. 7
to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Amendment No. 7
to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Amendment No. 7
to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Amendment No. 7
to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Amendment No. 7
to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Amendment No. 7
to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Amendment No. 7
to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Amendment No. 7
to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Amendment No. 7
to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Amendment No. 7
to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Amendment No. 7
to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Amendment No. 7
to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Amendment No. 7
to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Amendment No. 7
to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Amendment No. 7
to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Amendment No. 7
to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Amendment No. 7
to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Amendment No. 7
to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Amendment No. 7
to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Amendment No. 7
to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Amendment No. 7
to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Amendment No. 7
to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Amendment No. 7
to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Amendment No. 7
to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Amendment No. 7
to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Amendment No. 7
to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Amendment No. 7
to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Amendment No. 7
to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Amendment No. 7
to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Amendment No. 7
to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Amendment No. 7
to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Amendment No. 7
to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Amendment No. 7
to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Amendment No. 7
to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Amendment No. 7
to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Amendment No. 7
to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Amendment No. 7
to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Amendment No. 7
to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Amendment No. 7
to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Amendment No. 7
to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Amendment No. 7
to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Amendment No. 7
to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Amendment No. 7
to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Amendment No. 7
to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Amendment No. 7
to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Amendment No. 7
to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Amendment No. 7
to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Amendment No. 7
to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Amendment No. 7
to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Amendment No. 7
to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Amendment No. 7
to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Amendment No. 7
to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Amendment No. 7
to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Amendment No. 7
to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Amendment No. 7
to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Amendment No. 7
to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 SCHEDULE
3.05(b) 
 Trademark Oppositions 

DOMESTIC TRADEMARK OPPOSITIONS 

Trademark Opposer Opposer’s Trademark(s) Status 

American Apparel aa U.S. Application Serial No. 76/624,848 American Airlines American Airlines AA Tentative
Settlement reached; Parties to complete and execute the settlement agreement; American Airlines’ Opposition papers due on or before June 29, 2008 

aa U.S. Application Serial No. 76/624,847 American Airlines American Airlines AA Tentative Settlement reached;
Parties to complete and execute the settlement agreement; Opposition filed by American Airlines 6/9/2008 to be withdrawn upon execution of settlement agreement 

INTERNATIONAL TRADEMARK OPPOSITIONS 

Trademark Opposer Opposer’s Trademark(s) Status 

American Apparel aa Community Trademark Application No. 3935335 American Airlines American Airlines AA Tentative
Settlement reached; Parties to complete & execute the settlement agreement 
 Spain Trademark
Application No. 2.671.096-aA American Apparel aa CTM 3254604 Opposition filed 11/16/05; Opposition rejected by examiner 6/22/06; No appeal required; Matter completed 

Community Trademark Application No. 2769552 Pedro Miralles Roman Opposition pending; Appeal filed 2/2/06; 

Appeal dismissed by Second Board of Appeal on 9/1/06; Final Rejection 2/18/07; Oppsition Closed 9/12/2007 

Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American
Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Girlie
(stylized) Community Trademark Application No. 4228623 American Apparel Girly T – Community Trademark Application No. 2793768 Notice received from U.K. counsel re: infringing application 3/15/2007; Opposition filed by American Apparel
5/31/2007 still pending 
 LIST OF SIMILAR TRADEMARKS AND TRADE NAMES 

Trademark Corporate Entity Goods/Services Provided Comments/Miscellaneous 

None in USPTO database American Apparel, Inc. Manufactures military clothing for Federal government’ No trademark
applications filed by entity 
 AAFA AMERICAN APPAREL & FOOTWEAR ASSOCIATION (Reg. No. 2,677,491)
American Apparel and Footwear Association, The Fashion Association Provides association and educational services in the fields of fashion, apparel and footwear manufacturing 

AMERICAN APPAREL MANUFACTURERS ASSOCIATION (Reg. No. 1,949,992) American Apparel Manufacturers Association Newsletter
and association services re: apparel manufacturing Trademark cancelled 10/26/2002 for failure to file Section 8 affidavit of use 

www.americanapparel.com American Apparel Knits, (aka) AA Knits and American Apparel, Inc. Previously manufactured knit
golf shirts for third parties in Mississippi; Currently does embroidery and hems pants The americanapparel.com Website redirects to the americanapparel.net website 

Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American
Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 SCH 3.05(c)
(ii) Leases Page 1 
 Store # Name Address City County State Zip Tenant 

01 Broadway 712-714 Broadway New York New York City NY 10003 AAR 

02 Echo Park 2113-15-17 Sunset Blvd Los Angeles Los Angeles CA 90026 AAR 

03 Waverly 373 6th Ave New York New York City NY 10014 AAR 

04 Robertson 104 S. Robertson Blvd Los Angeles Los Angeles CA 90048 AAUSA 

05 Lower East Side 183 Houston St New York New York City NY 10014 AAR 

06 Soho 121 Spring St. New York New York City NY 10012 AAUSA 

07 Little Tokyo 374 East Second St. Los Angeles Los Angeles CA 90012 AAUSA 

08 Cherokee 6611 Hollywood Blvd Los Angeles Los Angeles CA 90028 AAR 

09 Los Feliz 4665 Hollywood Blvd Los Angeles Los Angeles CA 90027 AAR 

10 Williamsburg 104 N. 6th St. Brooklyn New York City NY 11211 AAUSA 

11 Lincoln Road 718-720 Lincoln Rd Miami Miami-Dade FL 33139 AAUSA 

12 Melrose 7763 Melrose Ave Los Angeles Los Angeles CA 90046 AAUSA 

14 Woodbury 640 Bluebird Ct Central Valley Orange NY 10917 AAUSA 

16 Hawthorne 3416 SE Hawthorne Portland Multnomah OR AAR 

17 Stark 1234 SW Stark St Portland Multnomah OR AAR 

18 6922 Hollywood 6922 Hollywood Blvd Los Angeles Los Angeles CA AAR 

19 Court St 112 Court St Brooklyn New York City NY AAUSA 

20 Upper East Side 1090 Third Ave New York New York City NY AAR 

21 Hillcrest 3867 4th Ave San Diego San Diego CA 92103 AAR 

22 Ocean Dr 840 Ocean Drive Miami Miami-Dade FL AAR 

24 Back Bay 138 Newbury St Boston Suffolk/Middlesex MA 2116 AAR 

25 Wicker Park 1563 N. Milwaukee Ave Chicago Cook IL AAR 

26 Evanston IL 950 Church St Evanston Cook IL AAR 

27 Haight St 1615 Haight St San Francisco San Francisco CA AAR 

28 Union St 2174 Union St San Francisco San Francisco CA AAR 

29 Camarilio Camarilio Premium Outlets, 840 Ventura Blvd #718 Camarilio Ventura CA 93010 AAR 

31 Berkeley CA 2301 Telegraph Ave Berkeley Alameda CA 94704 AAR 

32 Las Vegas NV 740 S. Rampart Suite 6, Building 7 Las Vegas Clark NV 89145 AAR 

33 Mockingbird Mockingbird Station Shopping Ctr. 5331 E Mockingbird Lane, Suite 175 Dallas Dallas TX 75206 AAR 

34 University 4345 University Way NE Seattle King WA AAR 

35 China Gate 363 Grant Ave San Francisco San Francisco CA AAR 

36 Gold Coast 935-939 N Rush St and 44-48 E Walton St space 935D Chicago Cook IL 60611 AAR 

37 West Hollywood 802 N San Vicente Blvd Los Angeles Los Angeles CA AAR 

38 Tempe 526 S Mill Ave Tempe Maricopa AZ AAR 

40 Florida Keys 606 Duval St Key West Monroe FL 33040 AAR 

41 Federal Hill 1125-1127 Light Street Baltimore Baltimore MD 21230 AAR 

43 Westwood Village 1060 Westwood Blvd Westwood Plumas/Lassen CA AAR 

44 Santa Monica 2654 Main Street Santa Monica Los Angeles CA AAR 

45 Pacific Beach 1230 Garnet Ave San Diego San Diego CA AAR 

46 Armitage 837 W. Armitage Chicago Cook IL 80601 AAR 

47 Ann Arbor Ml 613 E. Liberty Street Ann Arbor Washtenaw MI 48104 AAR 

48 Coconut Grove 3030 Grand Ave Coconut Grove Miami-Dade FL AAR 

49 U Penn 3661 Walnut Street Philadelphia Philadelphia PA 19104 AAR 

51 Charleston 348 King Street Charleston Charleston SC 29401 AAR 

52 Providence 159 Weybosset Providence Providence RI AAR 

53 122 Robertson Blvd 152 S. Robertson Los Angeles Los Angeles CA AAR 

54 Washington DC 555 11th St Washington DC District of Columbia 20004 AAR 

55 Broadway – Chicago 3126 North Broadway Chicago Cook IL AAR 

56 Huntington Beach 207 Main Street Huntington Beach Orange CA 92648 AAR 

57 Rittenhouse—Philly 2 1611 Walnut Street Philadelphia Philadelphia PA AAR 

58 Coral Gables FL 225 Miracle Mile Coral Gables Miami-Dade FL 33134 AAR 

59 Columbus Circle 1641 Broadway New York New York City NY 10023 AAR 

60 Chelsea 181 8th Avenue New York New York City NY 10011 AAR 

62 Georgia Tech 800 Spring St. Aux. Space B-2 (66 5th St) and Aux. Space B-5 (64 5th St) Atlanta Fulton GA 30308 AAR

 63 Eugene 860 E. 13th Ave Eugene Lane OR AAR 

64 Boulder 1130 Pearl Street Boulder Boulder CO AAR 

65 Gramercy 119-121 E. 23rd St New York New York City NY AAR 

66 Royal Oak 405 S. Washington Royal Oak Oakland MI AAR 

67 Columbus 1221 N. High St Columbus Franklin Hudson OH 43201 AAR 

68 Hoboken 80 Hudson Street Hoboken Hudson NJ 0730 AAR 

70 Burlington 145 Cherry Street Burlington Chittenden VT 05401 AAR 

71 Columbia SC 701 Lady Street Suite B Columbia Richland SC 29201 AAR 

72 Cleveland Heights 1792 Coventry Rd Cleveland Cuyahoga OH AAR 

73 Claremont Village 1 N. Indian Hill Blvd, Building D Claremont Los Angeles CA 01711 AAR 

74 Larimer 1512 Larimer Street Space R-27-R28 Denver Denver CO 80202 AAR 

75 Santa Cruz 1531 Pacific Ave Santa Cruz Santa Cruz CA AAR 

76 Savannah 318 W. Broughton Savannah Chatham GA AAR 

77 South Norwalk 59 N. Main Street South Norwalk Fairfield CT AAR 

78 Flatbush 314 Flatbush Avenue Brooklyn New York City NY AAR 

81 Euclid Ave 1133 Euclid Avenue Atlanta Fulton GA 30307 AAR 

82 Shadyside 5511 Walnut Street—Shadyside Pittsburgh Allegheny PA AAR 

83 Tribeca 140 West Broadway New York New York City NY AAR 

Page 1 

Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American
Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 SCH 3.05(c)
(ii) Leases Page 2 
 Store # Name Address City County State Zip Tenant 

84 East Lansing 115 East Grand River Ave East Lansing Ingham MI AAR 

85 Charlotte 1510 Camden Road, Suite 300 Charlotte Mecklenburg NC 28203 AAR 

86 Richmond 3140A West Cary street Richmond City of Richmond VA 23221 AAR 

88 Memphis 528 & 530 South Main Memphis Shelby TN 38103 AAR 

89 Sliver Springs 8701 ColesVille Road Silver Spring Montgomery MD 20910 AAR 

91 Cincinnati 243 W. McMillan Street Cincinnati Clermont/Hamilton OH AAR 

92 Gainesville 15 SW 1st Ave Gainesville Alachua FL 32601 AAR 

93 Smith St 237-239 Smith Street Brooklyn New York City NY AAR 

94 Capitol Hill 200 Broadway Ave. E Seattle King WA 98102 AAR 

95 Sunset-Miami FL 5856 Sunset Dr Miami Miami-Dade FL 33143 AAR 

96 La Jolla 7925 Girard Ave La Jolla San Diego CA 92037 ARR 

97 Houston, TX 1665 Westheimer Houston Harris TX ARR 

98 Nashville TN 320 Broadway Nashville Davidson TN AAR 

99 Pittsburgh 2 3805 Forbes Ave, 4th Ward Pittsburgh Allegheny PA 15213 AAR 

100 New Orleans 3310 Magazine St New Orleans Orleans Parish LA 70115 AAR 

101 Factory People—Austin TX 1325 South Congress Ave Austin TX 78704 AAR 

102 142 5th Ave 142 5th Ave New York New York City NY AAR 

103 2831 Broadway 2831 Broadway New York New York City NY AAR 

104 Santa Ana 200 N. Broadway Santa Ana Orange CA 92701 AAR 

105 Santa Barbara 1019 State St Santa Barbara Santa Barbara CA 93101 AAR 

106 Lennox-Atlanta GA 3400 Lenox Rd NE Atlanta Fulton GA 30326 AAR 

107 Cambridge MA 47 Brattle St Cambridge Middlesex MA 02138 AAR 

108 Downtown Seattle 1500 6th Ave Seattle King WA 98101 AAR 

109 Tucson AZ 988 East University Blvd Tucson Pima AZ 95719 AAR 

110 Downtown Houston 1111 Main St Houston Harris TX 77002 AAR 

111 Palo Alto CA 170 University Ave Palo Alto Santa Clara CA AAR 

112 Old Town Pasadena 45 West Colorado Blvd Pasadena Los Angeles CA 91105 AAR 

113 Scottsdale AZ 4501 N Scottsdale Rd #102 Scottsdale Maricopa A2 85251 AAR 

114 Minneapolis, MN 1433 West Lake St Minneapolis Hennepin MN AAR 

115 Kansas City MO 447-449 West 47th Street Kansas City Jackson MO 64112 AAR 

116 King of Prussia, PA 160 North Gulph Road Store 2154B King of Prussia Montgomery PA 19408 AAR 

117 Forum Shops—Las Vegas, NV 3500 Las Vegas Blvd S Las Vegas Clark NV 89109 AAR 

118 Hawaii 2142 Kalakaua Ave Honolulu Honolulu HI 96815 AAR 

119 Trolley Square—Salt Lake City, UT 5520 S 700 E Space D-109 Salt Lake City Salt Lake UT 84102 AAR 

120 The Drag—Guadalupe – Austin, TX 2316 Guadalupe St Austin Travis/Williamson TX AAR 

121 Outlet – Roundrock, TX 4401 N IH-35 Unit 131 Austin Travis/Williamson TX 78664 AAR 

122 9th Ave – Helis Kitchen, NY 610 9th Ave New York New York NY AAR 

123 Bridgeport, OR 7325 SW Bridgeport Rd Tigard Washington OR 97224 AAR 

125 Georgetown 3025 M Street NW Georgetown DC 20007 AAR 

126 Ventura Blvd—Studio City, CA 12202 Ventura Blvd Studio City Los Angeles CA 91804 AAR 

127 Valencia St- San Francisco 988 Valencia St San Francisco CA 94110 AAR 

128 Little Tokyo 2-CA 375 E 2nd St Los Angeles Los Angeles CA 90012 AAR 

129 Dallas—NorthPark Center 8687 N Central Expressway, Ste 2204 Dallas Dallas TX 75206 AAR 

130 Berkeley 2 2315 Telegraph Rd Berkeley Alameda CA 94704 AAR 

131 Garden State NJ 1 Garden State Plaza Store C5 Paramus Bergen NJ 07652 AAR 

132 Annapolis MD 2002 Annapolis Mall Space 1335 Annapolis Anne Arundel MD 21401 AAR 

133 Omaha NE 733N 14th St Unit N-140 Omaha Douglas NE 68102 AAR 

134 Las Vegas Premium Outlet Las Vegas Premium Outlet Unit 1945 Las Vegas Clark NV AAR 

135 Milwaukee WI 2615 N Prospect Ave Milwaukee Milwaukee/Washington WI 53202 AAR 

136 FIT New York 345 Seventh Ave New York New York NY 10001 AAR 

138 250 W 126th St—Harlem NY 250 W 125th St New York New York NY 10027 AAR 

139 Melrose 2-CA 7724-7726 Melrose Ave Los Angeles Los Angeles CA 90046 AAR 

140 Madison WI 502 State St Madison Dane WI 53703 AAR 

141 5th Ave San Diego CA 840 5th Ave San Diego CA 92101 AAR 

142 Ventura CA 391 E. Miami St Ventura Ventura CA 93001 AAR 

143 Bristol St—Costa Mesa CA 2927 Bristol St Unit 101 Costa Mesa Orange County CA 82626 AAR 

145 Harden St—Columbia SC 610 Harden St Columbia SC 29205 AAR 

146 New Haven CT 51 Broadway New Haven New Haven CT 06511 AAR 

Los Angeles 747 Warehouse Street Los Angeles Los Angeles CA 90021 AAUSA 

Hawthorne 12537 Cerise Avenue Los Angeles Los Angeles CA 90250 AADF 

Los Angeles 1020 E 59th Street Los Angeles Los Angeles CA 90001 KCL 

South Gate—Manufacturing Loc. 2654 Sequoia Dr South Gate Los Angeles CA 90280 AAUSA 

Garden Grove—Manufacturing Loc. 12691 Pala Dr Garden Grove Orange CA 92641 AAUSA 

Garden Grove—Manufacturing Loc. 12601-12641 Industry St Garden Grove Orange CA 92841 AAUSA 

KEY 

AAR American Apparel Retail, Inc 

KCL KCL Knitting, LLC 

AADF American Apparel Dyeing & Finishing, Inc. 

AAUSA American Apparel (USA), LLC 

Page 2 

Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American
Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 SCHEDULE 3.06

 Disclosed Matters 

OPEN LITIGATION MATTERS 

Matter 

Date Filed 

Brief Description of Case 

Current Status 

Los Angeles County Metropolitan Transportation Authority v. VCC Alameda et al. 

April 2004 

Eminent Domain regarding off-site parking. 

This case has been conditionally dismissed with the parties ordered to negotiate a settlement. 

Mary Nelson v. American Apparel 

May 2005 

Sexual Harassment. 

The parties agreed to submit this matter to arbitration. Plaintiff subsequently breached her agreement to submit this
matter to arbitration. The case is currently on appeal to decide whether Plaintiff is required to submit to arbitration, as agreed upon. 

Navigators Insurance v. American Apparel 

October 2005 

Denial of insurance coverage; declaratory judgment action. 

Case is stayed pursuant to agreement of both parties, pending final resolution of Mary Nelson v. American Apparel (See
above) 
 Sylvia Hsu v. American Apparel; See Claim No. 648-378568 under Worker’s Compensation Claim

 Charge of Discrimination No. 480-2006-00418 was filed by Ms. Hsu with the EEOC in February 2006 

EEOC Complaint Sexual Harassment. 

EEOC still investigating 

Lewis Copsidas v. American Apparel, Inc. 

Charge of Age Discrimination file no. 480-2007-01883 by Mr. Copsidas in June 2007. 

EEOC Complaint of Age Discrimination 

EEOC is still investigating 

American Apparel v. Americus Credit Group 

August 2006 

Fraudulent Transfer action to recover real property which is subject to a stipulated judgment in favor of American
Apparel. 
 SETTLED. Case is stayed pending timely monthly payments by Defendants pursuant to settlement
agreement. 
 Kevin Short v. American Apparel, Ben Geroaldo, Kevin Beckham and Johnny Doe 

filed with City of New York Commission of Human Rights No. M-E-SO-08-1020382-E; Federal Charge No. 16F-2008-00152C

 June 2008 

Former employee filed complaint with the City of New York Commission of Human Rights alleging discrimination and
retaliation 
 Early stages. City of New York Commission of Human Rights is still investigating. 

Olympics Holdings v. American Apparel 

Complaint filed Aug. 14, 2007 

Breach of contract action for alleged damage to formerly leased premises. American Apparel denies it caused any damage to
the premises beyond wear and tear. American 
 Discovery phase. 

Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American
Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Matter

 Date Filed 

Brief Description of Case 

Current Status 

Apparel has a cross-complaint against Olympic for return of it security deposit which was kept by Olympic when American
Apparel vacated the premises. 
 Sonja Klimp v. American Apparel 

October 2007 

Claims under the Fair and Accurate Transactions Act for allegedly printing more than 5 digits of Plaintiff’s credit
card and its expiration date on Plaintiff’s receipt 
 SETTLED. Case will be dismissed with prejudice in the
near future. 
 Woody Allen v. American Apparel 

March 2008 

Claims for violations of private rights of publicity and New York Civil Rights law for alleged non-permissive use of
Plaintiff’s images 
 Case is in its early phase with discovery to begin in the near future 

Jeneleen Floyd v. American Apparel 

June 2008 

Employment discrimination and assault 

Case is in its early phase. American Apparel has yet to be formally served 

Muchnick v. American Apparel 

June 2008 

Fair and Accurate Credit Transaction Act for allegedly printing expiration date on Plaintiff’s receipt 

Case is in its early phase. American Apparel has recently fled its answer to Plaintiff’s complaint 

Lucinda Salgado v. American Apparel 

May 2008. Charge of Discrimination No. E200708S1456-00-fpe/37AA810258 

Dept. of Fair Employment & Housing Complaint of Discrimination. Salgado alleges that she was denied leave under the
California Family Rights Act and terminated because she did not submit her leave request in a timely manner. 

Early stages, DFEH is still investigating. 

Diorio v. American Apparel Retail, Inc. 

Filed February 15, 2008 with Rhode Island Commission for Human Rights Case No. RICHR NO. O8 ERA 190 EEOC No.
16J-2008-00108 
 Discrimination based upon race, sex, gender, color, national origin; Diorio is claiming he
applied online to work in the Providence store and did not get a response. Diorio is claiming he was discriminated against when he was not hired. 

Rhode Island Commission for Human Rights is investigating 

Renfro v. American Apparel 

Filed January 4, 2007; Charge of Discrimination with the EEOC No. 555-2008-00438 

EEOC complaint of discrimination. No action required yet 

EEOC investigation is pending 

Open Workers Comp Claims 

Carrier 

Claim Number 

Name 

LIB 

WC205321053 

ADAME,MARIA 

LIB 

WC648375655 

AGUILAR-FLORES,ESTELA 

AA Disclosed Matters 

2 

Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American
Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Carrier Claim
Number Name 
 LIB WC648389558 ALMEIDA,AUREA 

LIB WC648388029 BARCENAS,ROSINA 

LIB WC648388858 BELLOSO,CATALINA 

LIB WC648372324 BLANCO,ALVARO 

LIB WC648396710 CAMACHO,EVA 

LIB WC648399543 CHAVEZ,ERICK 

LIB WC648375868 CHEVEZ,MARIA DEL C 

LIB WC648400613 CHUN,ELIDA 

LIB WC648400221 CUEVAS,ANGEL 

LIB WC648402475 DELEON,OLGA 

LIB WC6483 83293 DELGADO,FIDEL 

LIB WC648380218 FENG,MEI 

LIB WC648409852 FERNANDEZ BRAVO,GASPAR 

LIB WC648381331 FERNANDEZ,ALEJANDRO 

LIB WC648400130 FERNANDEZ,GASPAR 

LIB WC648373913 FLORES,ANGELICA 

LIB WC648399386 FLORES,ANGELICA 

LIB WC648384517 FLORES,SANTOS 

LIB WC648408477 FRANCISCO,PEDRO 

LIB WC648381129 GARCIA,ARISTIDES 

LIB WC648382389 GARCIA,EDELMIRA 

LIB WC648401943 GIL,LUIS 

LIB WC648410311 GIRON-TORRES,SARA 

LIB WC648410314 GIRON-TORRES,SARA 

LIB WC648377963 GOMEZ,ARCADIO 

LIB WC648380220 GONZALEZ,MARIO 

LIB WC648399084 GRANILLO,JOSE 

LIB WC648377116 GUZMAN,FLOR A 

LIB WC648373620 HERNANDEZ,ERICKA 

LIB WC648378568 HSU,SYLVIA 

LIB WC648383247 LOPEZ,MARIA 

LIB WC648394417 LOZADA,LUIS 

LIB WC648400530 MARTINEZ,MARIO 

LIB WC205334302 MARTINEZ,OMAR 

LIB WC648377837 MEJIA,YANETH 

LIB WC648399603 MELGAR,JOSE 

LIB WC648399605 MELGAR,JOSE 

LIB WC648399127 MELGAR,JOSE O 

LIB WC648398763 MORENO,PEDRO 

LIB WC648379274 ORELLANA,SONIA 

AA Disclosed Matters 3 

Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American
Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Carrier Claim
Number Name 
 LIB WC648381763 PANIAGUA,JOSE 

LIB WC648407422 PRADO,ELIOBETH 

LIB WC648409069 PRISCILIANO,FELIPE 

LIB WC648373998 PRISCILIANO,ISMAEL 

LIB WC648409907 PRISCILLIANO,FELIPE 

LIB WC648380724 RAMIREZ,LETICIA 

LIB WC648393313 RAMIREZ,MANUEL 

LIB WC648404033 REYES,HECTOR 

LIB WC648407448 RIVERA,CESAR 

LIB WC648409909 RIVERA,CESAR 

LIB WC648390913 RODRIGUEZ,MARIA 

LIB WC648399725 SALGADO,LUCINA 

LIB WC648385269 SAMAYOA,VICTORIA 

LIB WC648396758 SANCHEZ,ROBERTO 

LIB WC648396640 SIERRA,IVAN 

LIB WC648394189 SIERRA,VICTOR M 

LIB WC648383490 TORRES,SANDRA 

LIB WC648389707 VARELA,JOSE 

SRS YLR C 32344 ALVARADO EVA 

SRS YLR C 33434 ARMIJO VICTOR 

SRS YLR C 33630 ARRIAGA JORGE 

SRS YLR C 29516 BARBA BONIFACIO 

SRS YLR C 33188 BASILE JOHN 

SRS YLR C 33442 CARRANZA FRANCISCO 

SRS YLR C 33369 CASTILLO SISINIA 

SRS YLR C 33561 CATALAN SONIA 

SRS YLR C 33133 COSS-Y-LEON LUIS 

SRS YLR C 30416 CRUZ IGNACIO 

SRS YLR C 32199 DEANGELO LANARDE 

SRS YLR C 29254 DELGADO FIDEL 

SRS YLR C 33269 ESCAMILLA JOSE 

SRS YLR C 30746 GARCIA MIGUEL 

SRS YLR C 32346 GIRON-TORRES SARA 

SRS YLR C 33158 GRANADOS EDDIE 

SRS YLR C 30833 GUTIERREZ MARIA 

SRS YLR C 31008 GUTIERREZ MARIA 

SRS YLR C 30251 HERNANDEZ JOSEFINA 

SRS YLR C 33005 JIMENEZ ALONZO 

SRS YLR C 32330 JOHNSON JACQUELINE 

SRS YLR C 29792 LEDEZMA CLAUDIA 

AA Disclosed Matters 4 

Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American
Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Carrier Claim
Number Name 
 SRS YLR C 33417 LEON AMALIA 

SRS YLR C 33644 LIEVANO JORGE 

SRS YLR C 33554 LOPEZ MARGARITO 

SRS YLR C 31569 LUTHER DAVID 

SRS YLR C 31142 MENERA ANDRES 

SRS YLR C 33157 MONTEJO WILDER 

SRS YLR C 31557 MORALES PEDRO 

SRS YLR C 33693 ORTIZ JOHNNY 

SRS YLR C 32843 PEREZ JULIA 

SRS YLR C 31167 PRISCILIANO FELIPE 

SRS YLR C 33233 RANGEL JOHN 

SRS YLR C 31846 REYES HECTOR 

SRS YLR C 29661 RIVERA CESAR 

SRS YLR C 31227 RODRIGUEZ AMELIA 

SRS YLL C 68316 SACZKO JOHNNY 

SRS YLR C 32250 SALAZAR GUADALUPE 

SRS YLR C 33453 SINGH VIMLESH 

SRS YLR C 32804 SOBERANIS MARIA 

SRS YLR C 33162 SOLIS DE ESCOBAR MARIBEL 

SRS YLR C 31077 TAPIA JUAN 

SRS YLR C 33555 VAQUERO JUNIOR 

SRS YLR C 32212 VARGAS MARTIN 

Zurich 2620204925 Ayala, Ramon 

Zurich 2010144301 Belloso 4349, Catalina 

Zurich 2010130762 Cabrera, Reina 

Zurich 2620198325 Castillo, Johnny 

Zurich 2080166758 Chevez Calderon, Erick Gonzalo 

Zurich 2080116494 Cortez, Agustin 

Zurich 2620202877 Galvan, Blas 

Zurich 2080165531 Lopez, Udifred 

Zurich 2010115800 Melo, Jesus B 

Zurich 2010135586 Mendez, Augusto 

Zurich 2620203838 Mendez, Omar 

Zurich 2080110649 Nava, Susana S 

Zurich 2080144488 Orellana, Sonia 

Zurich 2080184169 Priscillano, Felipe 

Zurich 2620205385 Ramirez, Edward T 

Zurich 2620203354 Rodriquez, Juan 

Zurich 2080129177 Santiago Perez, Alejandro 

Zurich 2080186034 Torres, Sara 

AA Disclosed Matters 5 

Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American
Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 Schedule 3.14

 Collective Bargaining, Employment and Stock Agreements 

1. Agreements and arrangements pursuant to the Agreement and Plan of Reorganization By and Among Endeavor Acquisition
Corp. (“Parent”), AAO Acquisition Corp., (“Merger Sub”), American Apparel Inc., (“AAI”), American Apparel, LLC, (“LLC”), each of the Canadian Companies set forth on the Schedule A thereto, (collectively
referred to as “CI”), Dov Charney, (“Stockholder”) and with respect to certain provisions only, each of the stockholders of “CI” (collectively, the “CI Stockholders”) and with respect to certain provisions
only, Sam Lim (“Lim”), dated December 18, 2006. 
 2. Employment Agreement between American
Apparel, Inc. and Dov Charney entered into as of December 12, 2007, as filed with the SEC on November 28, 2007 as Annex G to Parent’s Definitive Proxy Statement. 

3. Employment Agreement between American Apparel, Inc. and Joyce Crucillo as filed with the SEC on March 28, 2008 as
an exhibit to the Form 10-K/A Amendment No. 1 filed by Parent. 
 4. Agreement with Tatum, LLC dated
May 12, 2008 as filed with the SEC as an attachment to the Current Report on Form 8-K on May 22, 2008. 

5. Parent’s 2007 Performance Equity Plan as filed with the SEC on November 28, 2007 as Annex G to Parent’s
definitive Proxy Statement. 
 Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending
the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF 








 

 

  
 American
Apparel, Inc. 
 Outstanding Indebtedness at 05/31/08 

Capital Leases 

Total - Capital Leases 

Term Loan 

LaSalle Bank 

South Bay Bank 

De Lage Landen 

Daimler Chrysler 

SOF Investments 

Total - Term Loans 

LaSalle Bank Line of Credit 

Canada 

Toronto-Dominion Bank 

Note Payable to Member 

Loan Payable to Related Party 

Capital Leases 

Term Loan 

Total - Canada 

Japan 

Long Term Debt 

Term Loan 

Total - Japan 

GmbH 

Capital Leases 

SUBTOTAL 

Foreign Lease Guaranties 

Client Reference 

C/G02 

6451 (SB02) 

501543 

250-0028947-000CS 

C/G01 

Interest Rate 

Bank’s prime rate 

Prime + 1% 

9.00% 

9.364% 

16.00% 

LIBOR +2% or Bank’s prime rate 

Terms 

60 months 

Principal $571,277 

Principal $345,536.00 

monthly pmts of $676.91 

Facility-$75,000,000 

Borrowing Base $75,000,000 

Maturity Date 

11/29/1012 

12/31/08 

06/01/10 

8/12/2011 

Collateral 

Equipment Solar electric 

power system 

ERP software 

All assets 

Current Portion 

$1,742,220 

112,861 

6,263 

114,871 

$233,995 

1,514 

10,538 

$25 

644,617 

$869,418 

Long-term Portion 

$1,427,929 

16,422 

125,646 

51,000,000 

$51,142,068 

386,493 

$617 

$1,364,509 

Portion Total 

$3,170,149 

112,861 

22,685 

240,517 

51,000,000 

$51,376,063 

$51,171,889 

2,680,641 

6,024,055 

843,435 

1,514 

397,031 

$9,946,676 

$642 

$644,617 

$645,259 

$2,233,927 

$118,543,963 

Store Name / Country 

Kensington (UK) 

Portobello (UK) 

Camden (UK) 

Covent Garden (UK) 

Cologne 1 (GmbH) 

Munich 3 (GmBH) 

Berlin 2 (GmbH) 

Office - Dusseldorf (GmbH) 

Mexico City (Mexico) 

Monterrey (Mexico) 

Melbourne (Australia) 

Total remaining lease liabilities guaranteed by American Apparel (USA), LLC 

Leasing Company 

Great Capital Partnership Ltd & Great Capital Property Ltd 

UK Investments Limited 

Sonewood Ltd 

Interboden GmbH & CO. KG 

LANDLORD: Consorcio 

Mertropolitano 

Immobiliario, S.A. de C.V 

SUBLESSOR MKG 

Fabrica de Ideas, S.A. de C.V. LANDLORD - Campos Eliseos 

INVASCO, S.A.DE C.V., 

Valencia Nominees Party 

Store Address 

40 - Kensington High Street, London W8 

176-178 Portobello Road, London W11 2EB 

Unit 2 Plaza House, 193-209 Camden High Street, London, NW1 

Ground Floor and Basement 26/28 Neal Street, London WC2H 9QQ 

50672 Koln, Ehrenstrasse 60-64. 

Sendlinger Straße 24, 80331 München 

Bayreuther Straße 35, 10789 Berlin/Wittenbergplatz Zollhof 10, 40221 Dusseldorf 

169 Presidente St. 

Col. Mazarik Chapultepec Morales 

Mexico Distrito Federal 11570 

Presidente Masarik 169 

Col. Chapultepec Morales 

CP. 11570, Mexico, D.F. 

Melchor Ocampo #469, Int. 401, Anzures, C.P. 11590, Mexico, D.F. 

262 Chapel Street, Prahran Victoria 3181 Australia 

Lease term 

04/27/07-04/26/17 

04/19/06-04/18/16 

6/12/08-6/11/18 

9/26/07-09/25/22 

9/1/06-8/31/16 

5/1/07-4/30/17 

5/1/05-4/31/01 

11/11/04-10/31/09 

0l/12/05-30/06/10 

Col. 23/12/07-22/12/17 

10/11/2007-10/10/2017 

Length of Guarantee 

3 years(till 4/26/2010) 

5years (till 2011) 

Until tenant company can produce 3 years accounts showing net post-tax profits exceed 3 times passing rent or in excess of
675,000 
 Until tenant company can produce 3 years accounts showing net pre-tax profits exceed 3 times passing
rent. 
 same as lease term 

same as lease term 

same as lease term 

same as lease term 

same as lease term 

same as lease term 

same as lease term 

Monthly payment 

£19,583.33 

£10,833.33 

£18,750.00 

£40,486.17 

$20,000.00 

$6,220.00 

15833.33 (AUD) 

Remaining lease value 

£430,833 

£368,333 

£2,138,430 

£7,453,127 

2,311,594 € 

1,278,0006 € 

£210,331 

£207,470 

$400,000 

2,067,304 

Remaining lease value/Amount of guarantee 

$851,230 

$727,744 

$4,225,061 

$14,725,716 

$3,588,317 

$1,983,856 

$326,500 

$322,059 

$400,000 

$429,180 

$l,974,653 

$29,554,317 

Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American
Apparel (USA), LLC, the Facility Guarantors, and SOF