Exhibit 2.1
AMENDMENT NO. 1 TO
AGREEMENT AND PLAN OF
MERGER
This Amendment No. 1 to
Agreement and Plan of Merger dated as of June 26, 2009
(“ Amendment No. 1 ”), to the
Agreement and Plan of Merger dated as of February 26, 2009
(the “ Merger Agreement ”), is by and
among Sunrise Acquisition Company, LLC, a California limited
liability company (“ Parent ”), Sunrise Merger
Company, a California corporation and a wholly-owned subsidiary of
Parent (“ Merger Sub ”), Tarrant Apparel Group,
a California corporation (the “ Company ”),
Gerard Guez and Todd Kay (the “ Guarantors
”).
Parent, Merger Sub, the Company, and
the Guarantors have agreed to amend the Merger Agreement pursuant
to the terms and conditions of this Amendment
No. 1.
Accordingly, in consideration of the
covenants, promises and representations set forth herein, and for
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as
follows
1. Certain Definitions .
Capitalized terms used but not defined herein have the respective
meanings assigned to them in the Merger Agreement
2. Amendment to Merger
Agreement . The Merger Agreement is hereby amended as set forth
in paragraph (a) below. Except as specifically amended hereby,
the other terms and conditions in the Merger Agreement shall
continue in full force and effect, notwithstanding the execution
and delivery of this Amendment No. 1. After the date hereof,
any reference to the Merger Agreement shall mean the Merger
Agreement as amended by this Amendment No. 1, and as used in
the Merger Agreement, the terms “Agreement,”
“this Agreement,” “herein,”
“hereinafter,” “hereto,”
“hereof” and words of similar import shall, unless the
context otherwise requires, mean the Merger Agreement as amended by
this Amendment No. 1.
(a) The reference to June 30,
2009 set forth in Section 6.1(b) of the Merger
Agreement shall be
