8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  July 5, 2013

American Apparel, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-32697	20-3200601
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

747 Warehouse Street, Los Angeles, CA	90021-1106
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (213) 488-0226

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01     Entry into a Material Definitive Agreement.

Amendment No. 2 to Credit Agreement

On July 5, 2013, the Company and certain of its domestic subsidiaries entered into an amendment to the credit agreement governing its credit facility with Capital One Leverage Finance Corp., pursuant to which Bank of Montreal was added as a loan participant and the total commitment under the credit facility was raised to $50 million from $35 million. The additional commitment was made under substantially the same terms as the existing facility.

The foregoing description of the amendment and the credit facility does not purport to be complete and is qualified in its entirety by reference to the Current Report on Form 8-K filed on April 9, 2013 and a complete copy of the amendment filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 2.03     Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 above is hereby incorporated by reference into this Item 2.03, insofar as it relates to the creation of a direct financial obligation.

Item 7.01     Regulation FD Disclosure.

On July 8, 2013, the Company issued a press release announcing the addition of Bank of Montreal as a loan participant under the credit facility. The full text of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall such information or exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01     Financial Statements and Exhibits.

(d) Exhibits:

Exhibit Number	Description
10.1	Amendment No. 2 to Credit Agreement, dated as of July 5, 2013, by and among the Borrowers, the Guarantors, Capital One Leverage Finance Corp., as administrative agent, and the Lenders party thereto.
99.1	Press release, dated July 8, 2013, of the Company.

SIGNATURES

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.

	AMERICAN APPAREL, INC.
Dated: July 9, 2013	By:	/s/ Glenn A. Weinman
		Name:	Glenn A. Weinman
		Title:	Executive Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
10.1	Amendment No. 2 to Credit Agreement, dated as of July 5, 2013, by and among the Borrowers, the Guarantors, Capital One Leverage Finance Corp., as administrative agent, and the Lenders party thereto.
99.1	Press release, dated July 8, 2013, of the Company.

EX-10.1

Exhibit 10.1

AMENDMENT NO. 2 TO CREDIT AGREEMENT

THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT dated as of July 5, 2013 (this “Amendment”), is among AMERICAN APPAREL (USA), LLC, a California limited liability company (“AA USA”), AMERICAN APPAREL RETAIL, INC., a California corporation (“AA Retail”), AMERICAN APPAREL DYEING & FINISHING, INC., a California corporation (“AA Dyeing & Finishing”), KCL KNITTING, LLC, a California limited liability company(“KCL” and, together with AA USA, AA Retail and AA Dyeing & Finishing, collectively, the “Borrowers” and each, individually, a “Borrower”), AMERICAN APPAREL, INC., a Delaware corporation (“Holdings”), FRESH AIR FREIGHT, INC., a California corporation (“Fresh Air” and, together with Holdings, collectively, the “Guarantors” and each, individually, a “Guarantor”), CAPITAL ONE LEVERAGE FINANCE CORP., as administrative agent (in such capacity, the “Administrative Agent”), and each of the Lenders party hereto.

RECITALS:

A.         The Borrowers, the other borrowers from time to time party thereto, the Guarantors, the other guarantors from time to time party thereto, the lenders from time to time party thereto (collectively, “Lenders”) and the Administrative Agent have entered into that certain Credit Agreement dated as of April 4, 2013 (as amended by that certain Amendment No. 1 to Credit Agreement dated as of May 22, 2013, the “Credit Agreement”).  Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.

B.         The Guarantors have entered into that certain Guaranty dated as of April 4, 2013, in favor of the Administrative Agent.

C.         The Borrowers have requested that the Administrative Agent and Lenders amend certain provisions of the Credit Agreement.

D.         Subject to the terms and conditions set forth below, the Administrative Agent and Lenders party hereto are willing to so amend the Credit Agreement.

In furtherance of the foregoing, the parties agree as follows:

Section 1.         AMENDMENTS.  Subject to the covenants, terms and conditions set forth herein and in reliance upon the representations and warranties set forth herein, the Credit Agreement is amended as follows:

(a)        The existing definitions in Section 1.01 of the Credit Agreement for the terms “Appraiser,” “Business Day,” “Required Lenders” and “Swing Line Sublimit” are deleted in their entirety and the following new definitions for such terms are added in lieu thereof:

“Appraiser” means an appraisal firm reasonably acceptable to the Administrative Agent.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located and, if such day relates to the calculation of the Eurodollar Rate, means any such day that is a London Banking Day; provided that, for purposes of the definition of “Defaulting Lender,” Section 2.01 and Section 2.02 only, “Business

Day” shall exclude any other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, Canada.

“Required Lenders” means, as of any date of determinations,two or moreLenders holding more than 66 2/3% of the sum of the (a) Total Outstandings (with the aggregate amount of each Revolving Credit Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of this definition) and (b) aggregate unused Commitments; provided that (i) the unused Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders; and (ii) if there are only two (2) Lenders, “Required Lenders” shall mean both Lenders, and if there is only one (1) Lender, “Required Lenders” shall mean such Lender.  Additionally, solely for this definition, a Lender and its Affiliates shall collectively constitute one (1) Lender.

“Swing Line Sublimit” means $7,500,000.

(b)        The existing Section 8.03 of the Credit Agreement is amended by deleting clause (vii) in its entirety and inserting the following in lieu thereof:

(vii)         Seventh, to payment of that portion of the Obligations constituting unpaid principal on the Swing Line Loan and unpaid L/C Borrowings, ratably among the holders thereof in proportion to the respective amounts described in this clause Seventh held by them;

(c)         The existing Section 9.03 of the Credit Agreement is amended by deleting the last sentence of the second paragraph thereof in its entirety and inserting the following in lieu thereof:

The Administrative Agent shall promptly notify the Lenders or each other Lender, as the case may be, upon obtaining actual knowledge of the existence of a Default or Event of Default; provided that the Administrative Agent shall not be deemed to have knowledge of any Default or Event of Default unless and until notice describing such Default or Event of Default is given to the Administrative Agent in writing by a Credit Party, a Lender or the L/C Issuer.  The Administrative Agent shall hold all security for itself and for and on behalf of the Secured Parties, in accordance with this Agreement and the other Loan Documents.  The Administrative Agent shall provide copies of all Security Documents requested by any Lender and follow the instructions of the Required Lenders with respect to perfecting and maintaining the security granted to the Administrative Agent under this Agreement or Security Documents, provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose it to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law.

(d)         The existing Schedule 2.01 to the Credit Agreement is deleted in its entirety and Schedule 2.01 attached hereto is inserted in lieu thereof.  For the avoidance of doubt, the revised Schedule 2.01 includes the increase in the Commitments pursuant to Section 2.21 of the Credit Agreement and that certain Revolving Credit Facility Increase Request dated as of July 3, 2013.  As of the Amendment Effective Date, Borrowers have fully utilized the increase option under Section 2.21 of the Credit Agreement, and the Revolving Credit Facility may not be further increased pursuant to such Section.

(d)         The existing Schedule 6.20 to the Credit Agreement is deleted in its entirety and Schedule 6.20 attached hereto is inserted in lieu thereof.

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The amendments to the Credit Agreement are limited to the extent specifically set forth above and no other terms, covenants or provisions of the Credit Agreement are intended to be affected hereby.

Section 2.         CONDITIONS PRECEDENT.  The parties hereto agree that the amendments set forth in Section 1 above shall not be effective until the satisfaction of each of the following conditions precedent (the date on which such conditions precedent are satisfied or waived, the “Amendment Effective Date”):

(a)         Documentation.  The Administrative Agent shall have received (i) a counterpart of this Amendment, duly executed and delivered by each Borrower, each Guarantor and each Lender, and (ii) such other documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Credit Party, the authorization of this Amendment and any other legal matters relating to the Credit Parties or the transactions contemplated hereby.

(b)         Revolving Credit Facility Increase and Assignment.  (i) The Revolving Credit Facility shall have been increased in accordance with Section 2.21(e) of the Credit Agreement such that, as of the Amendment Effective Date, the Commitments are $50,000,000, and the Administrative Agent shall have received each document or certificate required pursuant to Section 2.21(e) of the Credit Agreement; and (ii) the Administrative Agent shall have received an Assignment and Assumption Agreement, duly executed by Bank of Montreal, Chicago Branch and the Borrower Agent.

(c)         Fees and Expenses. All fees and expenses of counsel to the Administrative Agent estimated to date shall have been paid in full (without prejudice to final settling of accounts for such fees and expenses), in each case to the extent invoiced.

Section 3.         REPRESENTATIONS AND WARRANTIES.

(a)         In order to induce the Administrative Agent and Lenders to enter into this Amendment, each Credit Party represents and warrants to the Administrative Agent and Lenders as follows:

(i)           The representations and warranties made by such Credit Party contained in Article V of the Credit Agreement are true and correct in all material respects (but without any duplication of any materiality qualifications) on and as of the date hereof, except to the extent that such representations and warranties expressly relate to an earlier date in which case such representations and warranties are true and correct in all material respects (but without any duplication of any materiality qualifications) on and as of such earlier date.

(ii)           Since the Balance Sheet Date, no act, event, condition or circumstance has occurred or arisen which, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect.

(iii)           No Default or Event of Defaulthas occurred and is continuing or will exist after giving effect to this Amendment.

(b)         In order to induce the Administrative Agent and Lenders to enter into this Amendment, each Credit Party represents and warrants to the Administrative Agent and Lenders that this Amendment has been duly authorized, executed and delivered by such Credit Party and constitutes its legal, valid and binding obligation.

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Section 4.         MISCELLANEOUS

(a)         Ratification and Confirmation of Loan Documents.  Each Credit Party hereby consents, acknowledges and agrees to the amendments set forth herein and hereby confirms and ratifies in all respects the Loan Documents to which such Person is a party (including, without limitation, with respect to each Guarantor, the continuation of its payment and performance obligations under the Guaranty upon and after the effectiveness of the amendments contemplated hereby and, with respect to each Credit Party, the continuation and existence of the liens granted under the Security Documents to secure the Obligations).

(b)         Fees and Expenses.  The Borrowers, jointly and severally, shall promptly pay on demand (and, in any event, within 10 Business Days after demand therefor) all reasonable costs and expenses of the Administrative Agent in connection with the preparation, reproduction, execution, and delivery of this Amendment and any other documents prepared in connection herewith, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent.

(c)         Headings.  Section and subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect.

(d)         Governing Law; Waiver of Jury Trial.  This Amendment shall be governed by and construed in accordance with the laws of the State of New York, and shall be further subject to the provisions of Section 10.14 of the Credit Agreement.

(e)         Counterparts.  This Amendment may be executed in any number of counterparts, each of which when executed and delivered shall be deemed to be an original, and all of which when taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of a signature page of this Amendment by facsimile or electronic transmission (including .pdf file) shall be effective as delivery of a manually executed counterpart hereof.

(f)          Entire Agreement.  This Amendment, together with all the Loan Documents (collectively, the “Relevant Documents”), sets forth the entire understanding and agreement of the parties hereto in relation to the subject matter hereof and supersedes any prior negotiations and agreements among the parties relating to such subject matter.  No promise, condition, representation or warranty, express or implied, not set forth in the Relevant Documents shall bind any party hereto, and no such party has relied on any such promise, condition, representation or warranty.  Each of the parties hereto acknowledges that, except as otherwise expressly stated in the Relevant Documents, no representations, warranties or commitments, express or implied, have been made by any party to the other.  None of the terms or conditions of this Amendment may be changed, modified, waived or canceled orally or otherwise except in a writing signed by the parties hereto for such purpose.

(g)          Enforceability.  Should any one or more of the provisions of this Amendment be determined to be illegal or unenforceable as to one or more of the parties hereto, all other provisions nevertheless shall remain effective and binding on the parties hereto.

(h)          Successors and Assigns.  This Amendment shall be binding upon and inure to the benefit of each Borrower, each Guarantor, the Administrative Agent, each Lender and their respective successors and assigns (subject to Section 10.06 of the Credit Agreement).

[Remainder of page intentionally left blank; signatures begin on following page]

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The following parties have caused this Amendment No. 2 to Credit Agreement to be executed as of the date first written above.

BORROWERS:
AMERICAN APPAREL (USA), LLC
By:	/s/ John Luttrell
	Name:	John Luttrell
	Title:	Chief Financial Officer
AMERICAN APPAREL RETAIL, INC.
By:	/s/ John Luttrell
	Name:	John Luttrell
	Title:	Chief Financial Officer
AMERICAN APPAREL DYEING & FINISHING, INC.
By:	/s/ John Luttrell
	Name:	John Luttrell
	Title:	Chief Financial Officer
KCL KNITTING, LLC
By:	/s/ John Luttrell
	Name:	John Luttrell
	Title:	Chief Financial Officer

AMENDMENT NO. 2 TO CREDIT AGREEMENT

Signature Page

GUARANTORS:
AMERICAN APPAREL, INC.
By:	/s/ John Luttrell
	Name:	John Luttrell
	Title:	Chief Financial Officer
FRESH AIR FREIGHT, INC.
By:	/s/ John Luttrell
	Name:	John Luttrell
	Title:	Chief Financial Officer

AMENDMENT NO. 2 TO CREDIT AGREEMENT

Signature Page

ADMINISTRATIVE AGENT AND LENDERS:
CAPITAL ONE LEVERAGE FINANCE CORP.,
as Administrative Agent and Lender
By:	/s/ Julianne Low
	Name:	Julianne Low
	Title:	Vice President

AMENDMENT NO. 2 TO CREDIT AGREEMENT

Signature Page

BANK OF MONTREAL, CHICAGO BRANCH,
as Lender
By:	/s/ Larry Allan Swiniarski
	Name:	Larry Allan Swiniarski
	Title:	Director, Bank of Montreal, Chicago Branch

AMENDMENT NO. 2 TO CREDIT AGREEMENT

Signature Page

SCHEDULE 2.01

Commitments and Applicable Percentages

Lender	Commitment		Applicable Percentage
Capital One Leverage Finance Corp.	$	35,000,000.00	70.000000000%
Bank of Montreal, Chicago Branch	$	15,000,000.00	30.000000000%
Total	$	50,000,000.00	100.000000000%

SCHEDULE 6.20

Post Closing Obligations

The Credit Parties shall deliver, or cause to be delivered, to the Administrative Agent as soon as possible, but in any event within the time periods set forth below (or such longer period as the Administrative Agent may otherwise agree), in each case, in form and substance reasonably satisfactory to the Administrative Agent:

Within 90 days after the Closing Date:

1.         A duly executed Agency Account Agreement among the applicable Credit Parties, the Administrative Agent, U.S. Bank National Association, as Senior Notes Trustee, and HSBC Bank USA, National Association, as depositary bank, with respect to the Credit Parties’ deposit accounts maintained at HSBC Bank USA, National Association required to be subject to an Agency Account Agreement pursuant to the terms of Section 6.17 of the Credit Agreement.

2.         A duly executed Agency Account Agreement among the applicable Credit Parties, the Administrative Agent, U.S. Bank National Association, as Senior Notes Trustee, and U.S. Bank National Association, as depositary bank, with respect to the Credit Parties’ deposit accounts maintained at U.S. Bank National Association required to be subject to an Agency Account Agreement pursuant to the terms of Section 6.17 of the Credit Agreement.

3.         Evidence satisfactory to the Administrative Agent that the Lien in favor of Bank of America, N.A. on the Permitted Bank of America Cash Collateral has been terminated.

4.         Evidence satisfactory to the Administrative Agent that the Lien in favor of Crystal Financial LLC on the Permitted Crystal Cash Collateral has been terminated.

Within 120 days after the Closing Date:

5.         A copy of all commercial property, liability and trade credit insurance policies, a certificate of insurance with respect thereto and an endorsement from an independent insurance broker naming the Administrative Agent as lender’s loss payee or additional insured, as applicable, thereunder, which shall be in amounts, types and terms and conditions reasonably satisfactory to the Administrative Agent.

6.         A duly executed Collateral Assignment of Lease between AA USA and Utica Leaseco, LLC pursuant to which AA USA assigns all of its interests in that certain Equipment Lease Agreement dated November 13, 2012 between AA USA, as lessee, and Utica Leaseco, LLC, as lessor, to the Administrative Agent.

7.         A duly executed Agency Account Agreement among the applicable Credit Parties, the Administrative Agent, U.S. Bank National Association, as Senior Notes Trustee, and Bank of America, N.A., as depositary bank, with respect to the Credit Parties’ deposit accounts maintained at Bank of America, N.A. required to be subject to an Agency Account Agreement pursuant to the terms of Section 6.17 of the Credit Agreement.

No later than December 31, 2013:

8.         Evidence satisfactory to the Administrative Agent that all of the Credit Parties’ deposit accounts maintained at U.S. Bank National Association as of the Closing Date have been closed; provided that, at all times after July 5, 2013, the Credit Parties’ operating account number 153499249377 and payroll account number 153492249492 shall be the only deposit accounts maintained by the Credit Parties at U.S. Bank National Association until December 31, 2013 (or such longer period as the Administrative Agent may otherwise agree.

EX-99.1

Exhibit 99.1

July 8, 2013

American Apparel, Inc. Announces an Additional $15 Million Commitment Under Its US Revolving Credit Facility

LOS ANGELES--(BUSINESS WIRE)-- American Apparel, Inc. (NYSE MKT: APP), a vertically integrated manufacturer, distributor, and retailer of branded fashion basic apparel, announced a $15 million increase in its revolving credit facility with Capital One Leverage Finance Corp. As a part of this transaction, The Bank of Montreal was added as a loan participant and the total commitment under this facility was raised to $50 million from $35 million. The additional commitment was made under substantially the same terms of the existing facility.

"We are very pleased with the expansion of our credit facility and proud to have Capital One and The Bank of Montreal as business partners. The expanded facility strengthens our balance sheet and provides us with greater flexibility to continue investing in our business and deliver on our 2013 financial targets. Our business fundamentals and momentum remain strong, and we are committed to building long-term shareholder value through financially smart decisions that drive return on capital," stated Dov Charney, American Apparel's Chairman and Chief Executive Officer.

About American Apparel

American Apparel is a vertically integrated manufacturer, distributor, and retailer of branded fashion basic apparel based in downtown Los Angeles, California. As of June 30, 2013, American Apparel had approximately 10,000 employees and operated 245 retail stores in 20 countries, including the United States, Canada, Mexico, Brazil, United Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, Netherlands, Spain, Sweden, Switzerland, Australia, Japan, South Korea, and China. American Apparel also operates a global e-commerce site that serves over 60 countries worldwide at http://www.americanapparel.net. In addition, American Apparel operates a leading wholesale business that supplies high quality T-shirts and other casual wear to distributors and screen printers.

About Capital One

Capital One Financial Corporation (www.capitalone.com) is a financial holding company whose subsidiaries, which include Capital One, N.A., and Capital One Bank (USA), N. A., had $212.5 billion in deposits and $312.9 billion in total assets outstanding as of December 31, 2012. Headquartered in McLean, Virginia, Capital One offers a broad spectrum of financial products and services to consumers, small businesses and commercial clients through a variety of channels. Capital One, N.A. has more than 900 branch locations primarily in New York, New Jersey, Texas, Louisiana, Maryland, Virginia and the District of Columbia. ING DIRECT, a division of Capital One, N.A., offers direct banking products and services to customers nationwide. A Fortune 500 company, Capital One trades on the New York Stock Exchange under the symbol "COF" and is included in the S&P 100 index.

About BMO Financial Group

Established in 1817 as Bank of Montreal, BMO Financial Group is a highly diversified North American financial services organization. With total assets of $555 billion as at April 30, 2013, and more than 46,000 employees, BMO Financial Group provides a broad range of retail banking, wealth management and investment banking products and solutions.

Safe Harbor Statement

This press release, and other statements that the Company may make, may contain forward-looking statements. Forward-looking statements are statements that are not historical facts and include statements regarding, among other things, the Company's future financial condition, performance and flexibility; results of operations; future business plans. Such forward-looking statements are based upon the current beliefs and expectations of American Apparel's management, but are subject to risks and uncertainties, which could cause actual results and/or the timing of events to differ materially from those set forth in the forward-looking statements, including, among others: the ability to generate sufficient liquidity for operations and debt service; changes in the level of consumer spending or preferences or demand for the Company's products; increasing competition, both in the U.S. and internationally; the evolving nature of the Company's business; the Company's ability to hire and retain key personnel and the Company's relationship with its employees; suitable store locations and the Company's ability to attract customers to its stores; the availability of store locations at appropriate terms and the Company's ability to identify and negotiate new store locations effectively and to open new stores and expand internationally; effectively carrying out and managing the Company's strategy, including growth and expansion both in the U.S. and internationally; disruptions in the global financial markets; failure to maintain the value and image of the Company's brand and protect its intellectual property rights; declines in comparable store sales and wholesale revenues; financial nonperformance by the Company's wholesale customers;

the adoption of new accounting pronouncements or changes in interpretations of accounting principles; seasonality of the business; consequences of the Company's significant indebtedness, including the Company's relationships with its lenders and the Company's ability to comply with its debt agreements, including the risk of acceleration of borrowings thereunder as a result of noncompliance; the Company's ability to generate cash flow to service its debt; the Company's liquidity and losses from operations; the Company's ability to develop and implement plans to improve its operations and financial position; costs of materials and labor, including increases in the price of yarn and the cost of certain related fabrics; the Company's ability to pass on the added cost of raw materials to its wholesale and retail customers; the Company's ability to improve manufacturing efficiency at its production facilities; the Company's ability to effectively manage inventory and inventory reserves; location of the Company's facilities in the same geographic area; manufacturing, supply or distribution difficulties or disruptions; risks of financial nonperformance by customers; investigations, enforcement actions and litigation, including exposure from which could exceed expectations; compliance with or changes in U.S. and foreign government laws and regulations, legislation and regulatory environments, including environmental, immigration, labor and occupational health and safety laws and regulations; interest rate and foreign currency risks; loss of U.S. import protections or changes in duties, tariffs and quotas and other risks associated with international business including disruption of markets and foreign supply sources and changes in import and export laws; technological changes in manufacturing, wholesaling, or retailing; the Company's ability to upgrade its information technology infrastructure and other risks associated with the systems that are used to operate the Company's online retail operations and manage the Company's other operations; adverse changes in its credit ratings and any related impact on financing costs and structure; general economic and industry conditions, including U.S. and worldwide economic conditions; disruptions due to weather or climate change; and other risks detailed in the Company's filings with the Securities and Exchange Commission, including the Company's Annual Report on Form 10-K for the year ended December 31, 2012 and Form 10-Q for the quarter ended March 31, 2013. The Company's filings with the SEC are available at www.sec.gov. You are urged to consider these factors carefully in evaluating the forward-looking statements herein and are cautioned not to place undue reliance on such forward-looking statements, which are qualified in their entirety by this cautionary statement. The forward-looking statements speak only as of the date on which they are made and the Company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

American Apparel, Inc.

John J. Luttrell

Chief Financial Officer

(213) 488-0226

or

ICR, Inc.

John Rouleau

Managing Director

(203) 682-8342

John.Rouleau@icrinc.com

Source: American Apparel, Inc.

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