This excerpt taken from the TAGS 8-K filed Feb 27, 2009.
Item 1.01 Entry into a Material Definitive Agreement.
GMAC Commercial Finance LLC Consent and Amendment
On February 24, 2009, Tarrant Apparel Group (the Company) and certain subsidiaries entered into a Consent to Enter Into Merger Agreement and Amendments to Agreements (the Consent and Amendment) with GMAC Commercial Finance LLC (GMAC CF), which amends the Companys previously existing factoring agreement and revolving debt facility with GMAC CF.
As previously disclosed on the Companys Current Report on Form 8-K dated February 26, 2009, on that date the Company entered into an Agreement and Plan of Merger (the Merger Agreement) with Sunrise Acquisition Company, LLC (Sunrise), a company 100% owned by Gerard Guez and Todd Kay, Sunrise Merger Company, a wholly owned subsidiary of Sunrise (Merger Sub), Gerard Guez, our Interim Chief Executive Officer and Chairman of our board of directors, and Todd Kay, Vice-Chairman of our board of directors. The Merger Agreement provides for the merger of Merger Sub with and into the Company, with the Company surviving as a wholly owned subsidiary of Sunrise (the Merger). In the Merger, each share of common stock of the Company (including the associated preferred stock purchase rights), other than those held by the Company, any subsidiary of the Company, Sunrise, or Merger Sub, and other than those shares with respect to which dissenters rights are properly exercised, will be cancelled and converted into the right to receive $0.85 per share in cash. Pursuant to the Consent and Amendment, GMAC CF consented to our execution of the Merger Agreement and the consummation of the Merger.
In addition, the Consent and Amendment provides for certain amendments to our previously existing Amended and Restated Factoring Agreement and Loan and Security Agreement with GMAC CF, including, among other things:
In connection with Consent and Amendment, GMAC CF acquired UPS Capital Corporations interests and commitments as co-lender under the facility. As a result, GMAC CF is the agent and sole lender under the Amended and Restated Factoring Agreement and Loan and Security Agreement.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.