Exhibit 10.1



 Exhibit 10.1 

FOURTH AMENDMENT TO CREDIT AGREEMENT 

FOURTH AMENDMENT, dated as of September 30, 2010 (this “Amendment”), to the Credit Agreement dated as of
March 13, 2009 (as modified by that certain Resignation, Waiver, Consent and Appointment Agreement dated as of March 31, 2009, the Waiver, dated as of September 30, 2009, the First Amendment, dated as of December 30, 2009, the
Second Amendment dated as of March 31, 2010, and the Third Amendment dated as of June 23, 2010, the “Credit Agreement”) among American Apparel, Inc., a corporation organized under the laws of the State of Delaware (the
“Borrower”), the Facility Guarantors from time to time party thereto, Wilmington Trust FSB, in its capacity as Administrative Agent and in its capacity as Collateral Agent thereunder, and the Lenders from time to time party thereto.

 W I T N E S S E T H: 

WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make, and have made, certain loans and other extensions of credit
to the Borrower; 
 WHEREAS, the Borrower and the Required Lenders have agreed to amend certain provisions of the Credit
Agreement on the terms and subject to the conditions set forth in this Amendment; and 
 NOW THEREFORE, in consideration of the
premises and mutual covenants contained in this Amendment, the undersigned hereby agree as follows: 
 I. Defined Terms;
Interpretation; Etc. Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Credit Agreement. 

II. Amendment to Credit Agreement. 

(a) Amendment to Section 5.01(b). Section 5.01(b) of the Credit Agreement is hereby amended by deleting the parenthetical
“(other than the third, sixth, ninth and twelfth Fiscal Months of each Fiscal Year)” in its entirety. 
 (b)
Amendment to Section 6.11 – Financial Covenant. Section 6.11 of the Credit Agreement is hereby amended and restated in its entirety as follows: 

“SECTION 6.11 Financial Covenant. 

Minimum EBITDA. The Borrower will not permit Consolidated EBITDA for any twelve consecutive Fiscal Month period ending on any date
set forth below to be less than the amount set forth opposite such date: 
  








			
	 TRAILING TWELVE MONTH PERIOD

PERIOD ENDING
	  	 CONSOLIDATED EBITDA

		
	January 31, 2011	  	$20,000,000
		
	February 28, 2011	  	$20,000,000
		
	March 31, 2011	  	$22,000,000
		
	April 30, 2011	  	$22,000,000
		
	May 31, 2011	  	$22,000,000
		
	June 30, 2011	  	$30,000,000
		
	July 31, 2011	  	$30,000,000
		
	August 31, 2011	  	$30,000,000
		
	September 30, 2011	  	$37,000,000
		
	October 31, 2011	  	$37,000,000
		
	November 30, 2011	  	$37,000,000
		
	December 31, 2011	  	$42,500,000
		
	March 31, 2012	  	$45,000,000
		
	June 30, 2012	  	$52,000,000
		
	September 30, 2012	  	$58,000,000
		
	December 31, 2012	  	$63,750,000
		
	March 31, 2013	  	$66,000,000
		
	June 30, 2013	  	$73,000,000
		
	September 30, 2013 and thereafter	  	$80,000,000”

 III.
Conditions Precedent to the Effectiveness of this Amendment. 
 (a) This Amendment shall become effective as of, and with
effect from, the date (the “Effective Date”) on which the Borrower, the Facility Guarantors and the Required Lenders shall have duly executed and delivered to the Administrative Agent this Amendment. 

(b) All corporate and other proceedings required in connection with this Amendment, 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 Required Lenders, which satisfaction shall be evidenced by the execution and delivery by the Required Lenders of this Amendment.

 (c) Each of the representations and warranties contained in Section IV (Representations and Warranties) of this Amendment
shall be true and correct. 
 (d) After giving effect to this Amendment, no Default or Event of Default shall have occurred and
be continuing as of the date hereof. 
  

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 (e) No litigation shall have been commenced against any Loan Party or any of its
Subsidiaries, either on the date hereof or the 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, the Credit
Agreement or any Loan Document. 
 IV. Representations and Warranties. On and as of the date hereof and as of the
Effective Date, the Borrower hereby represents and warrants to the Administrative Agent, the Collateral Agent and the Lenders as follows: 

(a) this Amendment has been duly authorized, executed and delivered by the Borrower and each Facility Guarantor and constitutes a legal,
valid and binding obligation of the Borrower and each Facility Guarantor, enforceable against the Borrower and each Facility Guarantor in accordance with its terms and the Credit Agreement and constitutes the legal, valid and binding obligation of
the Borrower and each Facility Guarantor, enforceable against the Borrower and each Facility 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 Effective Date, in each case as if made on and as of such date except 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; 

(c) after giving effect to this Amendment, 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. 

V. No Other Amendments or Waivers; Confirmation. Except as expressly set forth herein, this Amendment shall not by implication or
otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders, the Agents, the Borrower or any other Loan Party under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend
or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect.
Nothing herein shall be deemed to entitle the Borrower to any future consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any
other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. After the Effective Date, any reference in any Loan
Document to the Credit Agreement shall mean the Credit Agreement as modified hereby. This Amendment is a Loan Document. 
 VI.
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 expressly modified hereby),
all of which obligations and liabilities shall remain in full force and effect and each of which is hereby reaffirmed (as expressly modified hereby). 
  

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 VII. Expenses. The Borrower agrees to reimburse the Administrative Agent and the
Lenders for their respective reasonable out-of-pocket expenses incurred in connection with this Amendment (including the reasonable fees, disbursements and other charges of Simpson Thacher & Bartlett LLP). 

VIII. Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 IX. Counterparts. This Amendment may be executed by
one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. This Amendment may be delivered by facsimile or other electronic
transmission of the relevant signature pages hereof. 
 X. Headings. The Section headings used herein are for convenience
of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Amendment. 

XI. Notices. All communications and notices hereunder shall be given as provided in the Credit Agreement or, as the case may be,
the Facility Guaranty. 
 XII. 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. 
 XIII. Successors. 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. 

XIV. 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. 
 XV. Submission to Jurisdiction. Each Loan Party agrees that any suit for
the enforcement of this Amendment may be brought in the federal or state courts of the State of New York as the Lenders may elect in their sole discretion and consents to the non-exclusive jurisdiction of such courts. Each party to this Amendment
hereby waives any objection which it may now or hereafter have to the venue of any such suit or any such court or that such suit is brought in an inconvenient forum and agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Amendment shall affect any right that any Credit Party may otherwise have to bring any action or proceeding
relating to this Amendment against a Loan Party or its properties in the courts of any jurisdiction. 
 [Remainder of Page
Intentionally Left Blank] 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered by their respective proper and duly authorized officers as of the day and year first above written. 
  

			
	 AMERICAN APPAREL, INC.,

as Borrower

		
	By:	 	 /s/ Adrian Kowalewski

	Name:	 	Adrian Kowalewski
	Title:	 	Chief Financial Officer


 [Signature
Page to Amendment – September, 2010] 
  








			
	 AMERICAN APPAREL (USA), LLC,

as Facility Guarantor

		
	By:	 	 /s/ Adrian Kowalewski

	Name:	 	Adrian Kowalewski
	Title:	 	Chief Financial Officer


 [Signature
Page to Amendment – September, 2010] 
  








			
	 FRESH AIR FREIGHT, INC.,

as Facility Guarantor

		
	By:	 	 /s/ Adrian Kowalewski

	Name:	 	Adrian Kowalewski
	Title:	 	Chief Financial Officer


 [Signature
Page to Amendment – September, 2010] 
  








			
	 AMERICAN APPAREL, LLC,

as Facility Guarantor

		
	By:	 	 /s/ Adrian Kowalewski

	Name:	 	Adrian Kowalewski
	Title:	 	Chief Financial Officer


 [Signature
Page to Amendment – September, 2010] 
  








			
	 KCL KNITTING, LLC,

as Facility Guarantor

		
	By:	 	 /s/ Adrian Kowalewski

	Name:	 	Adrian Kowalewski
	Title:	 	Chief Financial Officer


 [Signature
Page to Amendment – September, 2010] 
  








			
	 AMERICAN APPAREL RETAIL, INC.,

as Facility Guarantor

		
	By:	 	 /s/ Adrian Kowalewski

	Name:	 	Adrian Kowalewski
	Title:	 	Chief Financial Officer


 [Signature
Page to Amendment – September, 2010] 
  







  

			
	 AMERICAN APPAREL DYEING & FINISHING, INC.,

as Facility Guarantor

		
	By:	 	 /s/ Adrian Kowalewski

	Name:	 	Adrian Kowalewski
	Title:	 	Chief Financial Officer


 [Signature
Page to Amendment – September, 2010] 








			
	 WILMINGTON TRUST FSB,

as Administrative Agent and Collateral Agent

		
	By:	 	 /s/ Boris Treyger

	Name:	 	Boris Treyger
	Title:	 	Vice President


 [Signature Page to
Amendment – September, 2010] 








			
	 LION CAPITAL (AMERICAS) INC.,

as Lender

		
	By:	 	 /s/ Jacob Capps

	Name:	 	Jacob Capps
	Title:	 	President


 [Signature Page to
Amendment – September, 2010] 








			
	 LION/HOLLYWOOD L.L.C.,

as Lender

		
	By:	 	 /s/ Jacob Capps

	Name:	 	Jacob Capps
	Title:	 	President


 [Signature Page to
Amendment – September, 2010]