case 15-12055 doc 1 filed 10/05/15 page 1 of 5 - mnat.com · signed application t2>r the...

B r roff~~id~ ro, n, ~ ~ ro4n 3~

I?NI'TF.D STATES I3ANKRiJPTCY COt1RT

District of Delaware ~'O~"~!̀~'~~~`~1~~ ~~~ ~~~~~~ 1°,~Name of Debtor (if individual, enter I..ast, Tirst, Middle): Name of Joint DebCor (Spouse) (Last, PirsC, Middle):

American A arel Inc.All Other Names used by tl~e Debtor in the last 8 years All Ocher Names used by the Joint Debtor in tl~e Idst 8 years(include married, maiden, and trade names): (include married, maiden, and trade names):

Endeavor Acquisition Corp., American Apparel, Viva Radio

Last four digits of Soc. Sea or Individual-`C'axpayer I.D. {I`I'1N)/Complete EIN Last four digits of Svc. Sec. or Individual-Taxpayer I.D. (T"I'IN)/Complete EIN(if more than one, state all): (if more than one, state all):

Street Address n1' Debtor (No. and Street, City, and Stafe): Street Address of joint Debtor (No. and Street, City, and StaCe):

747 Warehouse StreetLos Angeles, CA 90021

,IP CODB ZIP CODS

County of Residence or of the Principal Place of Business: County of 12esidence or of the Principal Place of Business:

Los An elesMailing Address of Debtor (if different Prom street address): Mailing Address of joint Debtor (if different fiom street address):

IP CODE ';IP CODE

Location of Principal Assets of Business Debtor (if different from street address above):~IP CODE

Type of llebtor Natare of Business Chapter of Bankruptcy Code iJnder Which(Donn of Organization) (Check one box.) the Petition is Tiled (Check one box.)

(Check one box.)❑ Health Care I3usincss ❑ Chapter 7 ❑ Chapter 15 Petition for

❑ Individual (includes Joint DeUlors) ❑ Single Asset Real Estate as defined in ❑ Chapter 9 Recognition of a ForeignSee G'xhiGiR 1J nn page 2 of dhi,s fa~rn, 11 U.S.C. § 101(5 t ~3) [~ Chapter I 1 Main Proceeding

[~ Corporation (includes'LLC. and LLP) ❑ Railroad ❑ Chapter 12 ❑ Chapter 15 Petition for❑ ParGiership ❑ Stucicbroker ❑ Chapter 13 IZeeognition of a Poreien❑ Other Qf debtor is not one of the above entities, check ❑ Commodity Broker Nonmain I'roceediug

this Vox and state type of entity below.) ❑ Clearing BankOther

Chapter IS llebto~~s Tax-Exempt Entity Nature of Debts

Country ordebYor's center of main interests: (Check box, if applicable.) (Check one box.)❑ Debts are primarily consumer Q Debts are

❑ Debtor is atax-exempt organization debts, defined in 1 I U.S.(.;. primarilyEach counhy in which a foreign proceeding by, regarding, a~ under Yitic 26 of the United States § ] O l (8) as "incurred by an busiucss debts.against debtor is pending: Code (the Internal Revenue Gode). individual primarily for a

personal, family, orhousehold purpose."

Filing rce (C;heck one box.) Chapter ll DebtorsCheck one box:

(~ f~tdl Tiling Fee attached. ❑ DcbCor is a small business debtor as <lefi~~ed in l 1 lT.S.C. § 1(> I (S I I)).~ DebCor is not a small business debtor as defined in 1 1 U.$.C. $ 101(51ll).

❑ Piling tee to be paid in installments (applicable to individ~ials only). Must attachsigned application t2>r the court's consideration certifying that the debtor is Checic if:unable to pay iae except in installments. Rule 1006(b). See 011'icial Form 3A. ❑ Debtor's aggregate noncontingent liquidated debts (excluding Debts owed to

insiders or at'1'iliates) are less than $2,490,925 (arrzoarnt sufiject to adjustment❑ Filing Pee waiver requested (applicable to chapter 7 individuals oily). Must on 4/01/16 and erery three years thereafter).

attach signed application for the court's consideration. See Official Form 3E3. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -Checkall applicable boxes:❑ A plan is being filed with this petition.❑ Acceptances of the Elan were solicited prepetiCion from one a more classes

of credirors. in accordance with 1 I U.S.C. ~ 1126(b).

Sl~~Y15tICAl/A (aTC11171SY1'fl YiVC ItlY01'117flilOD THTS SPACLTS FOR

COU127' I7SG ONLY

[~ llebtor estimates that funds will be available for distrib~~tion to uusec~ired creditors.❑ Debtor cstimaEes that, aticr any exempt property is excluded and adroinistrafive expenses paid, there will be no f~mds available for

distribuCion to unsecured creditors.

Isstimated Number of Creditors

1-~19 SU-99 I00-199 200-99) 1000- 5,001- 10,001- 25,001- 50,001.- Over5,000 10,000 25,000 50,000 100,000 100,000

Estimated Assets

9;0 to 9;50,001 to $100,001 to $500,001 $1,000,001 $10,000,001 $50,000,001 $100,000,001 $,500,000,001 More than$_50,000 $]OQOOU $500,000 to $1 to $10 to $50 to $100 to $500 to $1 billion $1 billion

million million million million million

EsYimaYe~l Liabilities

$0 Co `650,001 to $ 100,001 to $500,001 $ I ,000,001 ~ I O,000,00 l $50,000,00 l $100,000,001 $500,000,001 More than$50,000 $100,000 $500,000 to $1 to $10 to $50 to $100 to $500 to $1 billion $1 billion

million million million million million

Case 15-12055 Doc 1 Filed 10/05/15 of 5

Rl !(lf'firial Fnnri 11 !(lA/I "31 I'aee 2

Vulant~ry Petition N• me of pebtor s~mencan ~~parel, (11C.This a e mz~st be com leted andTiled in ever ~Us~~.

All Prior Banlcru tc ~ Cases Filed Within Last 8 Ycars (If more than two, attach additional sheet.)

Location N~~ Case Number Date Filed:

Where Piled:Location Case Number: llate Filed:

Where Piled:Ponding Brnlcru ate Case Tiled by an Souse, Partner, or Affiliate of this Debtor (1f more than one, attach additional sheet.

Name ol'Debtor; Case Number: Date Filed:See Schedule 1

District: Relationship: Judge:

exhibit A Exhibit B

('1'n be completed if debtor is required to file periodic reports {e.g., forms l OiC and ("lb be completed if debtor is an individual

lOQ) with the Securities and Exchange Commission pursuant to Section 13 or 15(d) whose debts are primarily co~isumer debts.)

of Che Securities Iixchange Act oi' 1934 and is requesting relief' under chapter 1 1.)I, the attorney for the petitioner named in the foregoing petition, declare that I laveinformed the petitioner that [he or she] may proceed wader chapter 7, 11, 12, or 13of fiNc 1 I, United States Code, and have explained the relief availaUle under eachsuch chapter. I further certify that i have delivered to the debtor the notice requiredby 1 1 U.S.C.~~' 342(b).

~ Exhibit n is attached and made a part of this petition.X

Si >nature of Attarne Por DebYor(s (Date)

EXn~~n~t cDoes the dc;btor own or have possession of any property thaC poses or is alleged to pose a threat oP imminent and icientifiablc; harm to public health or safety?

❑ I'es, and Pxhibic C is attached and made a part of'this petition.

C✓f No.

exhibit D('To be completed by every individual debtor. If a,joint peCition is tiled, each spouse must com~lcte and attach a separate Gxhil>it D.)

❑ Exhibit D, completed and signed by the debtor, is attached and made a paR of this petition.

ii'this is a joint petition:

❑ Isxhibif D, also completed and signed by the joint debtor, is attached and made a part of this petition.

Information Regarding the Acbtor -Venue(Check any applicable box.)

[~ [)ebtor has been domiciled a has had a residence; principal place of business, ar principal assets in this District for 1X0 days immediatelypreceding the date of this petition or for a longer part of such 1 AO days than in any other llistrick

❑ "There is a bankruptcy case concerning debtor's affiliate, general partner, or partnership pending in this District.

❑ Debtor is a debtor in a foreign proceeding and has its principal place of business or principal assets in Che [Juited States in this District, or hasno principal place of business or assets in the lhiiced States but is a defendant in an action or proceeding [in a federal or state court] in thisDistrict, or the interests of the parties witI Ue served in regard C~~ Yl~e relief sought in this District.

Certification by a Debtor ~'Vho Resides as n Tenant of 12esidential Properky(Check all applicable boxes.)

❑ l..andlord his ajudgment against the debtor for possession of debtor's residence. (If box checked, complete the following.)

(Name of landlord that obtained judgment)

(Address of landlord)

❑ Debtor claims that under applicable nonbanlcruptcy 11w, there are circumstances under which the deUfor tivould be penrilfed fo ewe theentire monetary default that gave rise to the judgment for possession, af3er the judgment for possession was entered, and

❑ llebtor has included with this petition the deposit with the court of any rent tht~t would become due during the 30-day period alter the filingof the petition.

❑ DebCor certifies that he/she has served the Landlord wiCh this certitication. (I 1 U.S.C. § 362(1)).

Case 15-12055 Doc 1 Filed 10/05/15 of 5

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~ii'n<t ~tlorncy re~src~s4nts nw i~nd uz> bankruptcy petitimt preperer Signs (he pelilian~ C~ 1 I'CC'~L1dSt ~V~IC~ O7 8CC01"(~illiCC V19Q7 i'~lil~)l@f ~.S 0~ (Il~~ ~ ~, 1)I111C[~ ~~ alt ~.:Ol~~.

Certilicd copir.s of the dG~cumcnts required b~~ I l U.4.<:. ti 1515 <u~c attaGh~d.

litjve ol~tnineQ zmd rend the noUcc reiµiired by I 11,1.S.C. ~~G~(b).

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Signature of 1~~bt<~r (:ii6nFdure uCl~cmci~;f~ 2c~>resenituh~~)

X ._-- — .__--.^ ~._._._......._.____-- -._....._....__ ____-

Signature of Joint Dobtor-(Printed Nattt~ of Foreign Rcpr~~entati~~c)

'telephone NumUer Cif not repreaen~cd by attorney) _.._--- , ---._._.__._llutc

D its~'"'~ ~ Si ~r lure ii(~, ~ ~

X _...___S': afore oi'Attornc~~~ r u ~tur(s)Laura ~avis,~lafies (~E k3at No. 2436) _.~

Printc i Nsimg c f Alturn~:~~ f r Uchtoi(s} __f'ac~~ulsla Mang ZiehP&Jones i_LP

~,,~,~.~ hi~;nnture of Nan-Attorney I3,inkruptcy Petition 1'reparer

i d{cliue undor p.isaity of perjury that. (I) I aro a bankruptcy petition preparcr pis

deline<l in 1 I U,S.(`. ~ 110; (2) I prepared this document fbr co~upansHtion tract hflve

providcil tlic debtor with a sc~py ui this duc~u,ient o~,d she iio~ic~ and infbn„atio~imquircd Emd~r I i U.S C'. ~~~' I IQ(b), I IO(h), and ~~1'L(b); and, (3) if~ ~ulos or

guid~lmcs havo been pre»uulg~ucd i~ursunnt to 1 i u.s,C § I tU~h) seniug <~ maximumfey fiir sc~rvic~:s chargeable b5~ bankruptcy petition preparers, 1 have given lUe debtcx

notice of the maximum antt>unt beli>rW pry-piu'ing zwy ducUmant for filing I'oi• s~ dcb~or

~r acei;pting eny tee (Yom the debtor, t~s required in Ihn~ section. Ofiicia) Dorm 19 is

uiinchcd.

firm Ntrme

919 N, Me~1'fC@t 5tf88Y, 17t1"I 1=1Ugi'

Wilmington, DE 19II9~.H705 _ _ __._

~ddrcsst302~G52-4100.--- ----~_..._._

"C~lupho~le Number1 OJO5I2O'I 5

------.-..__Printed Name suet uUy it any, i~f E3ankruptcy Petition I'reparer

Ualc~___'__ '~.

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certilicaUon that the attorney has nu kno~~4cdge alter an inquiry that Ux~ inlornit~li~~n

in thn sclicdules is incorrect.partitcr ofthe b~nktu~~tcy p~~ition prepamr-) (Rcc~~uired by i i U.S.C. § 110.)

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and ci~rrccf, turd Ihiu. 1 have 6e~n tn4horized i~~ file this petiti~~n on bel7ulf of the

cfet>tor.

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Cndc, spccilied in G'S pctitioi~: ~~

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pnrtuer ~vhos~ Social-Security ntnttbca' i~ provided above.

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N~nias smcl Suciel-Security numbers of alI other incti~~idunis who prepared or t~ssisted

in pr~pnrii~g this document unic3s the bankruptcy petition prcpurcr is oat nn

iaidividuat.pate —

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to the t~ppropristte otlici~d li~rm ibr c~~ch person.

it Grrnkn~p/c}~ pe~itiair prc~p~u~er~'s fcdtr~r•e Io compl~~ iridr [hv /~ravisions of line 11 oral

the Fcderut Rules of 13airl rtrp~cn~ Procarfure nay resrdl in,~nes or l~nprisorrui~=r~r tu'

bath. !1 U.S.C,'.,¢ lll1; I,S U.S. C:. y~' ISI.

Case 15-12055 Doc 1 Filed 10/05/15 of 5

UNITED STATES BANKRUPTCY COURTDISTRICT OF DELAWARE

In re Chapter 11

AMERICAN APPAREL, INC., et al., ~ Case No. 15- O

(Joint Administration Requested)Debtors.

SCHEDULE 1 TO PETITION

On the date hereof, each of the affiliated entities listed below, including the debtor in thischapter 11 case (collectively, the "Debtors"), filed a petition in this Court for relief underchapter 11 of the Bankruptcy Code. Contemporaneously with the filing of their petitions, theDebtors filed a motion requesting that the Court consolidate their chapter 11 cases foradministrative purposes only.

American Apparel, Inc.American Apparel (USA), LLC

American Apparel Dyeing &Finishing, Inc.KCL Knitting, LLC

American Apparel Retail, Inc.Fresh Air Freight, Inc.

~ The Debtors are the following six entities (the last four digits of their respective taxpayer identificationsnumbers follow in parentheses): American Apparel, Inc. (0601), American Apparel (USA), LLC (8940),American Apparel Dyeing &Finishing, Inc. (0324), KCL Knitting, LLC (9518), American Apparel Retail, Inc.(7829), Fresh Air Freight, Inc. (3870). The address of each of the Debtors is 747 Warehouse Street, LosAngeles, CA 90021

Case 15-12055 Doc 1 Filed 10/05/15 of 5

B lA (Official Form 1, ~~hibit A) (9/97)

~If debtor is wegziired ;o file periodic repgrls (e. oi;ms IOK and IOQ) with the Sectrritzes~znd F,xcy~an re CoTntt i,ssio~ pursuan. 20S'ectinn 13 or ~5~~~ o~t~ie Seczrrities Isxchrxn~e ~c~of 1934 aid is requesting ~~elief under chapter° 17 o~the Bc~nk~ruptcy Cnde, t~i,sFxhi~iit "~1 " s .a . e cona~~leted and attcachec to the petition.)

UNITED STATES BANKRUPTCY COURT

District of Delaware

in re American Apparel, Inc. ~ Case No.

Debtor )

Chapter 11

EXHIBIT "A" TO VOLUNTARY PETITION

1. If any of the debtor's securities are registered under Section 12 of the Securities Exchange Act of 1934, the

SEC file number is 001-32697

2. 'the following financial data is the latest available information and refers to the debtor's condition on

October 4. 2015

a. 'Total assets (consolidated)

b. 'lotai debts (inchiding debts listed in 2.c., below) (consolidated)

c. Debt securities held by more than 500 holders: Npn~

g 199,360,934.00

$ 397,576,744.00

secuj•ed O unsecured O subordinated O $

secured O unsecw•ed L7 subordinated ~ $

secured Q unsecured L7 subordinated I~ $

secured ~ unsecured Cl subordinated O $

secured ~ unsecured ~ subordinated C] $

d. Number of shares of preferred stock

e. Number of shares common stock

Comments. if anv:

ApproximaTenumber ofi'holders:

111 111 1

1 ~1~ / 1

3. Brief description of debtor's business:

Vertically integrated manufacturing, distribution, and retail business, focused on branded fashion-basicapparel

4. List the names of any person who directly or indirectly owns, controls, or holds, with power to vote, S% or

more of the votine seetn•ities of debtor: __ __ _ _ _ _ __.Dov CharneyLion/Hollywood L.L.C.Standard General L.P.

Case 15-12055 Doc 1 Filed 10/05/15 of 5

AMERICAN APPAREL, INC.(a Dela~~are coi•poi•ation)

CERTIFICATE OF RESOLUTION

I, Chelsea A. Grayson, General Counsel, Executive Vice President &Secretary ofAmerican Apparel, Inc., a Delaware corporation (the "Company"), do hereby certify that: (a) Iam the duly elected, qualified General Counsel, Executive Vice President &Secretary of theCompany; (b) the following resolutions were duly adopted by the board of directors of theCompany, as of October 4, 2015, in accordance with the requirements of applicable law; and(c) said resolutions have not been amended, modified or rescinded and are in full force and effectas of the date hereof:

AMERICAN APPAREL, INC.(a Dela~~are corporation)

Resolutions Adopted at the October 4, 2015Meeting of the Board of Directors

Back rg ound

WHEREAS, the board of directors of the Company (the "Board") has appointed a specialcommittee of the Board (the "Finance and Restructuring Committee"), and the Finance andRestructuring Committee has evaluated the Company's alternatives in connection with a possiblerestructuring;

WHEREAS, the Board has previously appointed Mark Weinsten as the Company's ChiefStrategy Officer;

WHEREAS, the Finance and Restructuring Committee has received therecommendations from the Company's Chief Strategy Officer and has consulted with theCompany's management and legal, financial, and other advisors, and after consideration of thoserecommendations, has recommended to the Board that the actions set forth in these Resolutionsbe approved by the Board;

WHEREAS, the Board has evaluated the Company's alternatives in connection with apossible restructuring and, after due consideration taking into account the recommendation of theFinance and Restructuring Committee, the information available to it at this time, and afterconsultation with the Company's management and legal, financial, and other advisors, and in theexercise of its reasonable business judgment, the Board has determined that it is in the bestinterests of the Company, its stakeholders, and its creditors to file a voluntary petition for reliefunder chapter 11 of title 11 of the United States Code (the "Bankruptcy Code") and undertake theother actions approved by these Resolutions;

WHEREAS, after due consideration taking into account the recommendation of theFinance and Restructuring Committee, the information available to it at this time and afterconsultation with the Company's management and legal, financial, and other advisors, and in theexercise of its business judgment, the Board has determined that it is in the best interests of the

NAI-1500561386v4

Case 15-12055 Doc 1-1 Filed 10/05/15 Page 1 of 7

Company to consent to and approve, as the managing member, the filing of a petition for relief

under chapter 11 of the Bankruptcy Code by its wholly owned domestic subsidiary, American

Apparel (USA), LLC ("AAUSA"), and, to the extent necessary, to consent to and approve the

ding of petitions for relief under chapter 11 of the Bankruptcy Code by the wholly owned

domestic subsidiaries of AAUSA (the "Indirect Subsidiaries");

WHEREAS, after due consideration taking into account the recommendation of the

Finance and Restructuring Committee, the information available to it at this time and after

consultation with the Company's management and legal, financial, and other advisors, and in

the exercise of its business judgment, the Board has determined it is in the best interests of the

Company to enter into the Plan Support Agreement (as defined below), and to seek approval

and/or confirmation by the United States Bankruptcy Court (the "Bankru~tcv Court") presiding

over the cases to be filed by the Company and its subsidiaries of, the DIP Facility (as defined

below), and the Plan (as defined below), Disclosure Statement (as defined below), and .all

documents related to or contemplated by any of the foregoing agreements or documents

(collectively, the "Restructuring Transaction Documents");




the exercise of its business judgment, the Board has determined that it is in the best interests of

the Company to consent to and approve of, as managing member of AAUSA, AAUSA's

approval and entry into the Restructuring Transaction Documents, and, to the extent necessary,

consent to and approve the Indirect Subsidiaries' entry into the Restructuring Transaction

Documents;




the exercise of its business judgment, the Board has determined that it is in the best interests of

the Company to appoint Mark Weinsten as chief restructuring officer for the Company and its

direct and indirect domestic affiliates.

RESOLUTIONS

Company Resolutions

Chapter ll Filing

IT IS RESOLVED that the Board has declared, and it hereby does declare, that it is in the

best interests of the Company and its stakeholders that the Company seek relief under the

Bankruptcy Code;

FURTHER RESOLVED that the Company shall be, and hereby is, authorized to file a

voluntary petition (the "Petition") for relief under chapter 11 of the Bankruptcy Code (the

"Chapter 11 Case"), in the Bankruptcy Court for the District of Delaware (the "Bankruptcy

Court") and perform any and all such acts as are reasonable, advisable, expedient, convenient,

proper or necessary to effectuate the purpose and intent of the foregoing; and

NAI-]500561386v4


FURTHER RESOLVED that the chief executive officer, the chief financial officer, theChief Restructuring Officer and general counsel (collectively, the "Designated Officers"), andeach of them acting alone hereby is, authorized and directed, in the name and on behalf of theCompany, to: (a) execute, acknowledge, deliver, and verify the Petition and all other ancillarydocuments, and cause the Petition to be filed with the Bankruptcy Court and make or cause to bemade prior to execution thereof any modifications to the Petition or ancillary documents as anysuch Designated Officer, in such person's discretion, deems necessary, desirable or appropriate tocarry out the intent and accomplish the purposes of these resolutions; (b) execute, acknowledge,deliver, verify and file or cause to be filed all petitions, schedules, statements, lists, motions,applications and other papers or documents necessary or desirable in connection with theforegoing and the administration of the. Company's Chapter 11 Case; (c) execute, acknowledge,deliver and verify any and all other documents necessary, desirable or appropriate in connectiontherewith and to administer the Company's Chapter 11 Case in such form or forms as any suchDesignated Officer may deem necessary or advisable and in order to effectuate the purpose andintent of the foregoing resolutions; and (d) engage any professionals, including attorneys,accountants, financial advisors, investment bankers, actuaries, consultants or brokers as any suchDesignated Officer, in such person's discretion, deems necessary, desirable or appropriate toaccomplish the purposes of these resolutions; that their authority to act under these resolutionsshall be conclusively evidenced by their so acting; and that any and all such actions heretoforetaken on behalf of the Company in such respects contemplated thereby are hereby ratified,approved and confirmed as the act and deed of the Company.

Debtor in Possession I'inancin F~; acilitY

IT IS RESOLVED, that the Company, subject to approval of the Bankruptcy Court, asdebtor and debtor in possession under chapter 11 of the Bankruptcy Code, shall be, and ithereby is, authorized to: (a) enter into a new debtor in possession financing facility (the "DIPFacility") and any associated documents and consummate, and perform under, the transactionscontemplated therein (collectively, the "Financing Transactions") with such lenders and on suchterms substantially consistent with those presented to the Board on or prior to the date hereofand as may be further approved, modified or amended by any one or more of the DesignatedOfficers, as may be reasonably necessary or desirable for the continuing conduct of the affairsof the Company; and (b) pay related fees and grant security interests in and liens upon some, allor substantially all of the Company's assets, in such case, as may be deemed necessary ordesirable by any one or more of the Designated Officers in connection with the FinancingTransactions; and

FURTHER RESOLVED, that: (a) the Designated Officers shall be, and each of them,acting alone, hereby is, authorized and empowered in the name of, and on behalf of, theCompany, as debtor and debtor in possession, to take such actions and execute, acknowledge,deliver and verify such agreements, certificates, instruments, guaranties, notices and any and allother documents as any of the Designated Officers may deem necessary or appropriate tofacilitate the Financing Transactions (collectively, the "Financing Documents"); (b) FinancingDocuments containing such provisions, terms, conditions, covenants, warranties andrepresentations as may be deemed necessary or desirable by any of the Designated Officers arehereby approved; (c) the Designated Officers shall be, and each of them, acting alone, hereby is,authorized and empowered in the name of, and on behalf of, the Company, as debtor and debtor

NAI-1500561386v4


in possession, to authorize counsel to draft, file and seek approval of the Financing Transactions;

and (d) the actions of any Designated Officer taken pursuant to this resolution, including theexecution, acknowledgment, delivery and verification of all agreements, certificates,instruments, guaranties, notices and other documents, shall be conclusive evidence of suchDesignated Officer's approval thereof and the necessity or desirability thereof.

Flan Support Agreement and Plan

IT IS RESOLVED, that the Company, as debtor and debtor in possession under chapter11 of the Bankruptcy Code, shall be, and it hereby is, authorized to: (a) enter into the PlanSupport Agreement and any associated documents and consummate, and perform under, thetransactions contemplated therein with an ad hoc committee of lenders comprised of MonarchAlternative Capital LP, Coliseum Capital Management, LLC, Goldman Sachs AssetManagement, L.P., and Pentwater Capital Management LP and on such terms substantiallyconsistent with those presented to the Board on or prior to the date hereof and as may be further

approved, modified or amended by any one or more of the Designated Officers, as may bereasonably necessary or desirable for the continuing conduct of the affairs of the Company; and(b) pay related fees as may be deemed necessary or desirable by any one or more of theDesignated Officers in connection with the Plan Support Agreement;

FURTHER RESOLVED, that the Company, as debtor and debtor in possession underchapter 11 of the Bankruptcy Code, shall be, and. it hereby is, authorized to: (a) execute and filea chapter 11 plan (the "Plan"), associated disclosure statement (the "Disclosure Statement"),and any associated documents, and consummate, and perform under, the transactionscontemplated therein on such terms substantially consistent with those presented to the Boardon or prior to the date hereof and as may be further approved, modified or amended by any oneor more of the Designated Officers, as may be reasonably necessary or desirable for thecontinuing conduct of the affairs of the Company; and (b) pay related fees as may be deemednecessary or desirable by any one or more of the Designated Officers in connection with theRestructuring Transaction Documents; and

FURTHER RESOLVED, that: (a) the Designated Officers shall be, and each of them,acting alone, hereby is, authorized and empowered in the name of, and on behalf of, theCompany, as debtor and debtor in possession, to take such actions and execute, acknowledge,deliver and verify the Plan Support Agreement, the Plan, and Disclosure Statement, and suchagreements, certificates, notices and any and all other documents as any of the DesignatedOfficers may deem necessary or appropriate in connection with the Plan Support Agreement,the Plan, the Disclosure Statement, and any other Restructuring Documents; (b) RestructuringDocuments containing such provisions, terms, conditions, covenants, warranties andrepresentations as may be deemed necessary or desirable by any of the Designated Officers arehereby approved; (c) the Designated Officers shall be, and each of them, acting alone, hereby is,authorized and empowered in the name of, and on behalf of, the Company, as debtor and debtorin possession, to authorize counsel to draft, file and seek approval of the RestructuringTransaction Documents, including approval of the Disclosure Statement and confirmation of thePlan; and (d) the actions of any Designated Officer taken pursuant to this resolution, includingthe execution, acknowledgment, delivery and verification of all agreements, certificates,

NAI-1500561386v4


instruments, guaranties, notices and other documents, shall be conclusive evidence of such

Designated Officer's approval thereof and the necessity or desirability thereof.

Subsidiary Resolutions

IT IS RESOLVED, that the Company hereby authorizes and consents to, and approves of,

AAUSA (and, to the extent necessary, each of the Indirect Subsidiaries) filing a petition for relief

under chapter 11 of the Bankruptcy Code in the Bankruptcy Court, and entering into, and filing,

appropriate, the Financing Documents, Restructuring Transactions Documents, and relateddocuments, and consummating, and performing under, the transactions contemplated therein;

and

FURTHER RESOLVED, that the Designated Officers shall be, and each of them, acting

alone, hereby is, authorized and empowered in the name of, and on behalf of, the Company, in

its capacity of sole member of AAUSA, to execute a written consent of the Company toResolutions for AAUSA with respect to AAUSA's chapter 11 case (including filing a petitionfor bankruptcy and entering into the Financing Documents, Restructuring TransactionDocuments, and related documents, and consummating, and performing under, the transactionscontemplated therein, substantially similar to the Resolutions set forth therein, and, to the extentnecessary, to consent to such similar Resolutions for each of the Indirect Subsidiaries.

Appointment of Chief Restructuring Officer

IT IS RESOLVED, that, effective as of October 4, 2015 Mark Weinsten shall be andhereby is appointed as the Company' chief restructuring officer ("CRO"), the CRO serving asan officer of the Company reporting to the Board, and with the CRO reporting directly to theFinance and Restructuring Committee and the Board on all aspects of the Chapter 11 Case, withfull power to call meetings of the Board and to establish agendas for such meetings, and withthe direction or authorization of the Board to, among other actions that would be customary forone serving in the capacity of a chief restructuring officer. In particular, and as set forth in moredetail in the October 1,-2015 letter agreement between FTI Consulting, Inc. and the Company,the CRO is authorized to (a) construct a budget, review disbursements, and create variancereports, (b) assist the Company's management with all issues related to executing a restructuring,(c) provide court testimony as required, (d) assist with managing vendor relationships, (e) createemployee retention plans, (~ work with the Company's investment bank to optimize capitalstructure and assess strategic alternatives, and (g) provide other related services as requested bythe Company.

Retention of Professionals and Claims and Noticing Agent

IT IS RESOLVED, that the engagement by the Company, on behalf of itself and itsdomestic direct and indirect subsidiaries of (a) Jones Day as restructuring counsel, (b) PachulskiStang Ziehl &Jones LLP as local restructuring counsel, (c) Moelis &Company as investmentbanker, (d) FTI Consulting, Inc., to provide the CRO and other temporary employees, asfinancial advisors, (e) DJM Real Estate as real estate consultant, and (f~ Garden City Group, LLC,as claims, noticing, and solicitation agent, and administrative advisor, in each case, is herebyratified, adopted and approved in all respects; and

NAI-1500561386v4


FURTHER RESOLVED, that Jones Day, Pachulski Stang Ziehl &Jones LLP and anyadditional co-counsel or special or local counsel selected by the Company, shall be, and herebyare, authorized, empowered and directed to represent the Company, as debtor and debtor inpossession, in connection with any Chapter 11 case commenced by or against it under theBankruptcy Code.

Additional Resolutions

IT IS RESOLVED, that all acts lawfully done or actions lawfully taken by any officer ofthe Company or any professionals engaged by the Company in connection with the Chapter 11Case or any proceedings related thereto, or any matter related thereto, be, and hereby are,adopted, ratified, confirmed and approved in all respects as the acts and deeds of the Company;

FURTHER RESOLVED, that any and all actions and transactions by the Board or anyofficer for and on behalf and in the name of the Company with respect to any transactionscontemplated by the foregoing resolutions before the adoption of the foregoing resolutions be,and they hereby are, ratified, authorized, approved, adopted and consented to in all respects forall purposes;

FURTHER RESOLVED, that the omission from these Resolutions of any agreement,document or other arrangement contemplated by any of the agreements, documents orinstruments described in these Resolutions or any action to be taken in accordance with anyrequirement of any of the agreements, documents or instruments described in these Resolutionsshall in no manner derogate from the authority of the Designated Officers to take all actionsnecessary, desirable, advisable or appropriate to consummate, effectuate, carry out or further thetransactions contemplated by, and the intent and purposes of, these Resolutions;

FURTHER RESOLVED, that the Board and any Designated Officer of the Companyhereby are authorized and directed to certify and/or attest these resolutions, certificate ofincumbency and such other documents or instruments that the corporate secretary of theCompany may deem necessary or appropriate in connection with the foregoing matters; provided,however, that such certification and/or attestation shall not be required for any document,instrument or agreement to be valid and binding on the Company; and

FURTHER RESOLVED, that any Designated Officer of the Company shall be, and eachof them, hereby is, authorized, directed and empowered, in the name and on behalf of theCompany; as debtor and debtor in possession, to negotiate, execute, deliver, and perform, orcause to be negotiated, executed, delivered, and performed, on behalf of, and take such actionsand execute, acknowledge, deliver and verify such agreements, certificates, instruments,guaranties, notices and any and all other documents as any proper officer of the Company maydeem necessary or appropriate to facilitate the transactions contemplated by the foregoingresolution, as may be deemed necessary, desirable or appropriate.

NAI-] 500561386v4


~`r` 1~'~ ~ ~:t;~~ bk"k~~~~~~~f)i . ? ~: ti~r~~#~¢~~i~r~~~~~ It~.~ c:~~ts~:~ phis ~:~rt;ti~~t~; ts3 ~~: ~~;e~°xai~d ~sc'tl~t'£St E~G~~~; i13tit 171E~t~'~'.ii.~ :9~`C't~t.

....~n...~~t.,.~~t ..................,,..

~ ~~rt~~°: C: l r~l:~~ Ea t i~~~4 ;:tin


{'~ i~e C;ha~~ter• 11

t1N1CsRICAN AI'~'~It.I~:L, INC;., r:t crl., ~ base PJo. 15~----._._.~.~._ (____~

(:Toi11t Adn~it~ist~~~~tiof~ Rec7uested)~~ebtors.

~.I2~~~I'~1~~ ~I~~,➢9I1~1~ 3O ~~~~~~~'~ i1I~1~~!J~~JI~~~ C~./A~l~~

I, liass~ii~ Natha, Chiefl~~inan~ial C)fficer ot'the a6c~v~;~ca~~[iotied ~I7ebl~rs, c~eela~~e ~iaric~ee

~~enalty o(' psi jury that l have revie~~ve~ the fore~oin~ "C~iisolidatPd List Of Creditot~s _I-loldiil~ 30

Lar•~est Unsecured (;laitns" atld that it is true and cort~ect to t~i1~ best of t71y 1«~ow(od~c,

iiii-c~i•matior~ atld belief,

I"~ateci; Octobef~ 5, ?,015 ~ ~~~~~--~~,`~"°~`':<"'`~~"_~-_.~~~

Hassan NathaC(iief Tinancial Officer

Penalty, for rrlcakis~g a,fats~e statei»eYrC o~~ conceali~rg pf•o~er~ty~: ~ ine of tip to $500,000 or

ir~lprisoniilent for a{~ to 5 years or both. 18 U.S.C. §§ .152, a1~d 35'71.

~ The Delatars arc ttfe following six entities (the last four digits oftheir respective taxpayer identifications

numvers fc~tlow in parentheses); Ameriea~l Apparel, Inc. (0601.), American Apparel (USA), LLC (8940),

American Apparel Dyeing; &finishing, lna (0324), I~GL Knitting, L1,C (9518), American Ap~at•ei Retail, [nc,

(7829), mesh Air rrei~ht, Tnc. (3870). The address of each of the Debtors is 747 Warehouse Sheet, L,as

Angeles, CA 90021


UNITED STATES BANKRUPTCY COURTDISTRICT OF DELAWARE

-------------- ----------------------------------------------xChapter 11

In re .Case No.

AMERICAN APPAREL,, INC., et al.,l(Jpint Administration Requested)

Debtors.

---------------------------------------------------------------x

CONSOLIDATED LIST OIL' CREDITQRS HOLDING 3pLARGEST UNSECURED CLAIMS

NAME OF

CREDITOR AND

Ct?MPLETE

MAILING ADDRESS,

IfVCLUDING ZIP

COQE

NAME, TELEPHONE NUMBER

Af~D C~NIPLETE MAILfNG

ADDRESS, INCLUDING ZIP

CODE, OF EMPI~YEE, AGENT

QR DEPARTMEEVT OF CREDITOR

FAMILIAR WITH CLAIM

NATURE OF ClA1M

{trade debt, bank

loan, government

contract, etc.) C U d S

AMQUNT O~ CLAIM (IF

SECURED ALSO STATE

VALUE QF SECURITY}

Standard General Term Loan 15,000,000.00

L.P.Standard General L.P.

ATTN: Gail D. Steiner

767 5th Avenue

New York, NY 10153

Tel: 212-257-4721

Fax: 212-257-4709

Email•

Standard General Term Loan 9,865,000.00

Master Fund L.P.Standard General Master Fund

L.P.

ATf N

767 5th Avenue

New York, NY 10153

Tel: 212-257-4721

Fax:

Email: [email protected]

1 The Debtors are the following 6 entities (the last four digits of their respectivetaxpayer identification numbers, if any, follow in parentheses): American Apparel, Inc. (0601);American Apparel (USA), LLC (8940); American Apparel Retail, Inc. (7829); AmericanApparel Dyeing &Finishing, Inc. (0324); KCL Knitting, LLC (9518); Fresh Air Freight, Inc.(3870). The address of each of the Debtors is 747 Warehouse Street, Los Angeles, California90021.


Skadden, Arps, Legal Services 3,833,87$.77

SlateSkadden, Arps, SlateATTN:1eff Cohen300 South Grand AvenueLos Angeles, CA 90071

Tel: 213-687-5000Fax: 212-735-2000Email:jeffrey.cohen @skadden.com

Alameda Square Landlord 2,162,887.43

Owner LLCAlameda Square Owner LLCATTN: Department #002

PO Box 31001-2198Pasadena, CA 91110Tel : 213-290-9647Fax:Email: [email protected]

Dunaway Yarns, Dunaway Yarns, Inc. Trade Debt 2,029,208.02

n C. ATi'NCarolina Bank /Lynn Wilson

1538 S Irby StreetFlorence, SC 29505Tel: 843-662-8988Fax:Email: Lynn Wilson-CarolinaBank

Atalaya Asset Lease 1,583,508.82

IncomeAtalaya Asset IncomeATTN:780 Third Avenue, 27th FloorSuite 100New York, NY 1Q017Tel :949-72p-9511Fax:Email:

White &Case LLP Legal Services 1,425,538.96

White &Case LLPATTN:23802 Network PlaceChicago, IL 60673Tel: 212-819-8200Fax: 212-819-8200Email:

Kuk I) Spinning Co., Trade Debt 1,409,632.00

Ltd.Kuk II Spinning Co., Ltd.ATTN:25-4 Youido-dongSeoul, Korea 0Tel: 82-2-3771-0503Fax: 011-02-784-2534Email:


Andari Trade Debt 1,365,793.39

Andari

ATTN: US

9626 Teistar Avenue

EI Monte, CA 91731

Tel: 626-575-2759

Fax: 626-575-3629


Utica Lease Co. Lease 1,138,873.28

Utica Lease Co.

ATTN:

44225 Utica Road

Utica, MI 48317

TeL•

Fax: 586-323-8731


Fabritex, Inc. Trade Debt 869,187.84

Fabritex, Inc.

ATTN:

2301 E. 7th Street, #D102

Los Angeles, CA 90023

Tel :213-747-1417

Fax: 706-376-1434

Email:

Chonbang Co. Ltd. Chonbang Co. Ltd. Trade Debt 708,513.77

ATTN:

12F, 13F Choongjung Tower

464 Choongjungro-aka

Seodaemun-ku

Seoul, Korea 0

Tel: 213-5p0-5830

Fax:

Email:

Paul, Hastings, Legal Services 679,144.36

lanofsky &WalkerPaul, Hastings, Janofsky &

LLPWalker LLP

ATTN:

515 S. Flower Street, 25th Floor


Tel: 213-683-6000

Fax:Email:

Neo Tex. Inc. Trade Debt 612,577.59

Neo Tex. Inc.

ATTN:

6080 Triangle Drive

Commerce, CA 90040

Tel; 323-888-2888

Fax: 323-832-9988

Email:


United Fabricare Trade Debt 531,976.40

Supply Inc.United Fabricare Supply Inc.ATTN:P.O. Box 07196Los Angeles, CA 90001

Tel: 310-886-379QFax: 310-537-7096Email:

Adobe Systems Software 502,162.00

IncorporatedAdobe Systems Incorporated

ATTN:

75 Remittance Drive, Suite 1025

Chicago, IL 60675Tel: 801-722-7000Fax: 408-536-6000Email:

Tuscarora Yarns, Trade Debt 479,328.33

IncTuscarora Yarns,lncATi'N

PO Box 602569Charlotte, NC 28262Tel: 704-436-6527Fax:704-436-9461Email:[email protected]

LA Supply Co. Trade Debt 467,241.10

LA Supply CaATf N

13700 E. Rosecrans Ave.Santa Fe Springs, CA 90670Tel: 562-404-1884Fax:Email: [email protected]

Tuscarora / Hana Trade Debt 394,946.41

FinancialTuscarora / Hana FinancialATi'NDept. LA 24406Pasadena, CA 91185Tel: 213-977-7231Fax: 212-869-2449Emailsonia.belle~a hanafinancial.com

Visionland Trade Debt 357,516.80VisionlandATf N4FL KT BLDG 127-7, SONGJUNG-

DONG, KANGBUK-KUSeoul, Korea 0Tel: 822-989-1065Fax: 822-771-2894Email: [email protected]


Neman /fTC Trade Debt 349,953.62

Commercial Corp.Neman /FTC Commercial Corp.

ATTN:Jacob1525 S. Broadway StreetLos Angeles, CA 90015Tel :213-745-8888Fax: 213-745-8887Email: [email protected]

Farnam Street Lease 341,669.68

Financial, Inc.Farnam Street Financial, Inc.ATi'N

240 Pondview Plaza 5850 OpusParkwayMinnetonka, MN 55343Tel: 952-908-0850Fax: 952-908-0796Email: [email protected]

Rex Fabrics Trade Debt 336,670.33

Rex FabricsATTN:722 Stanford Ave.Los Angeles, CA 90021

Tel :213-489-9194

Fax: 305-448-7979Email: [email protected]

Fabric Avenue / Trade Debt 319,586.07

Continental Bus.Fabric Avenue /Continental

Credit, Inc.Rus. Credit, Inc.ATi~N21031 Ventura Blvd. #900Woodland Hills, CA 91364Tel: 213-488-9999Fax: 818-737-3700


Orange County Trade Debt 305,Q59.67

IndustrialOrange County IndustrialATTN:608 E. 4th St.Santa Ana, CA 92701Tel: 714-953-0977

Fax: 714-953-1067Email: [email protected]

Hong In Enterprises Hong In Enterprises Co. LTD. Trade Debt 259,013.35

Co. LTD. ATT'N:Suite 402 Unicorn B/D, 104-17,

Samsung-bong, Kangnam-KuSeoul, Korea KoreaTel; 82-2-3452-7253(SLine)

Fax: 011-82-2-3452-7269Email:[email protected]


Glenn Weinman Severance 249,092.00

Glenn Weinman

ATTN:

17p45 Rancho St.

Encino, CA 91316

Te

Fax:

Email:

Microsoft Software 232,683.78

Licensing, GPMicrosoft Licensing, GP

ATTN;

1950 N. Stemmons Fwy, Suite

5Q10Lockbox#842467

Dallas, TX 75207

Te I :650-693-1789-0 F C

Fax:77S-823-7287

Email•

M-Tex Ca Trade Debt 232,674.09

M-Tex Co.

A1TN

249 w 131st street


Tel: 310-515-7787

Fax: 011-82-5-1301-0082

Email:

Sitrick Brincko Public relations D 194,723.29

Group, LLCSitrick Brincko Group, LLC

ATTN:

11999 San Vicente Blvd.,

Penthouse


Te1:310-788-2850

Fax:310-788-2855

Email:


l~, ~•~ c~t~~~~t~~• ~ z

AM~I~tIC;~iN AT'PAIZk;L, INC,, eC crl., r Case No, 15- (_~ _}

EJoirit A.drr~Enist~•ation Re~uesteci)

DeUtars.

C~l~t'~~~A'~'~ ~~I~~~~~T~II' ~'TA'~'~I~lIF:1~1~'

Pursuant to Federal Rules ofl3~nl~ruptey Proc~cli.ires ~100'7(a)(1) atld 1007.1,

~~~~~rican Apparel Inc. ~~~~lmerican ~1.pparel") an behalf ofi itself and its 3ffiiated debtors ai d

d~bto~•s in possession ir7 the above-•captioned eases (~oll~ctivcly, tl~e "Del~tof•s"), i•espeeYfulty

re~~r~esei~ts as follows:

1. American A~~arel is the uorlaoratc parent of Path of the ~Che~• I~et~to~~s in these

chapter• 11 cases and dil•ectly or i~uiirectly owtas r00% interest iti a}l of tf~e

Debtors.

2, A~ne~~ican ~}7parel's f~c~tzity securities arc ptibliclylield. No corporate entity

directly pr itidirec~tly owns 10% o~• more of the issued end outstanding comnlotl

stock of~Amet~icatl Apparel,

~ The Debtors are the following cix entities (the last four• digits of tf~eir respective taxpayer identifications

nurnbers follow in parentheses): American Apparel, Inc. (0601), American A~~are! (USA), LLC (8940),

Americaci Apparel Dyeing 8c f finishing, Inc. (032~1),1CCL t<nitting, l.LC (9S 18), American Apparel Retail, Inc.

(7829), T'i•esh Air Freight, I~ic, (3870). The address oPeach of the Debtors is 747 W~rehause Street, Los

Angeles, CA 90x21


.N.~~~1 ~1..~~J~~2 ~r~.,~CJ.I Y ~~ri:i~Yf b~~~D~1~~@~ 1~,~Y~~/~.~>LV7~~Jj'~ ~ V.J ~~1 ~a.i"~~~~~L.~~~1"'3.Y~, 9.~.f ~l.f' YY 1Y~~~i~~~~~~

T, I~~Iassai~ N~tl~~, C~~ief ~inai~cial (~Ific~;~• of1~,.~~~erica~l ~ppare;l, Inc., cleclar~e t~frdez~

E~ci7alty of ~~~~jury that 1 (l~v~ rcviewe~~ tl7e fior~~oing <"~taC~r~~~r~~ ~E~C:c7r~~c~c~zte C)wnersl~ii~.~" ~iid

that it is trice ar c! cot•eect to the (pest of n1y 1<nowled~;c~, i~~Foi•m~tic~~~ anc! l~eli~f.

D1tec9: c~~;fiot~ur 5, ?c?15 ,~:~ ~..

EIassan hlati~aClxiefFillancial Officer

1'ei~aliy.fo~ rt7alzit~7g a false stczterj~ent or• cofxeecrlirrg property: Fitz c~f~ up to :` 500,000 or

ii71}~i'isoi~nletit for u~~ to 5 years o~~ b~lh, I~ U~.~,C. §§ 15~ atld 357:1.
