TARRANT APPAREL GROUP
EX-10.23.14
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>exh10-23_14.txt
<DESCRIPTION>EX-10.23.14
<TEXT>
                                                                EXHIBIT 10.23.14

                           GMAC COMMERCIAL FINANCE LLC
                           1290 Avenue of the Americas
                            New York, New York 10104


                                                                 August 12, 2004

TARRANT APPAREL GROUP
TAG MEX, INC.
FASHION RESOURCE (TCL), INC.
UNITED APPAREL VENTURES, LLC.
3151 East Washington Boulevard
Los Angeles, CA 90023

                                   Re: WAIVER

Gentlemen:

         Reference  is made to the  Revolving  Credit,  Factoring  and  Security
Agreement,  dated as of January 21, 2000,  by and among  Tarrant  Apparel  Group
("Tarrant"),  Tag Mex, Inc. ("Tag"),  Fashion Resource (TCL), Inc.  ("Fashion"),
United  Apparel  Ventures,  LLC  ("United";  and together with Tarrant,  Tag and
Fashion, each, individually, a "Borrower" and collectively, the "Borrowers") and
GMAC Commercial  Finance LLC, as successor by merger with GMAC Commercial Credit
LLC,  as agent (as a lender  and as  successor  in  interest  to Finova  Capital
Corporation and Sanwa Bank California,  the "Agent"),  and the Lenders from time
to time parties  thereto (as heretofore  amended,  and as the same now exists or
may   hereafter   be  amended,   restated,   renewed,   replaced,   substituted,
supplemented,  extended,  or otherwise modified,  the "CREDIT  AGREEMENT").  All
capitalized  terms  used  and  not  otherwise  defined  herein  shall  have  the
respective meanings ascribed to them in the Credit Agreement.

         1.       The borrowers  have advised Agent that, for the quarter period
ended June 30, 2004, (i) Borrowers' Tangible Net Worth was less than the minimum
Tangible Net Worth permitted as at June 30, 2004 under Section 7.5(a)  (TANGIBLE
NET WORTH) of the Credit Agreement,  (ii) Borrowers' Fixed Charge Coverage Ratio
was less than the minimum Fixed Charge  Coverage Ratio  permitted as at June 30,
2004 under Section 7.5(b) (FIXED CHARGE COVERAGE RATIO) of the Credit Agreement,
and (iii)  Borrowers'  Total  Leverage  Ratio was greater than the maximum Total
Leverage  Ratio  permitted  as at June 30,  2004  under  Section  7.5(d)  (TOTAL
LEVERAGE RATIO) of the Credit Agreement. As a result of such noncompliance as at
June 30,  2004,  Events  of  Default  have  occurred  and are  continuing  under
subsection  (e) of Article XI (EVENTS OF DEFAULT) of the Credit  Agreement  (the
"SUBJECT EVENTS OF DEFAULT").  The Borrowers have requested that Agent waive the
Subject Events of Default,  and Agent has agreed to, and hereby does, waive such
Subject Events of Default  subject to the terms and conditions set forth herein;
PROVIDED THAT, Agent does not waive any Events of Default other than the Subject
Events of Default as at June 30, 2004 specified above, and Agent hereby reserves
all rights and remedies granted to Agent under the Credit Agreement, the


<PAGE>


Other Documents, applicable law or otherwise, and nothing contained herein shall
be construed to limit,  impair or otherwise affect the right of Agent to declare
a default or an Event of Default with respect to any future  non-compliance with
any covenant,  term or provision of the Credit  Agreement or any other  document
now or hereafter executed and delivered in connection therewith.

         2.       Each of the Borrowers hereby acknowledges, confirms and agrees
that all amounts  charged or credited to the Loan  Account as of August 12, 2004
are  correct  and  binding  upon  each of the  Borrowers  and that  all  amounts
reflected  to be due and owing in the Loan Account as of August 12, 2004 are due
and owing without defense, offset or counterclaim.

         3.       In consideration of this agreement and the performance thereof
and other good and valuable  consideration,  each Borrower  forever releases and
discharges  Agent,  Lenders,  its and  their  affiliates,  officers,  directors,
consultants,  agents,  attorneys and employees,  and their respective successors
and assigns  (collectively  the  "Released  Parties")  from any and all actions,
causes of action,  suits,  debts,  dues,  sums of money,  accounts,  reckonings,
bonds, bills,  specialties,  covenants,  contracts,  controversies,  agreements,
promises, variances,  trespasses, damages, judgments, extent, executions, claims
and demands whatsoever,  in law, admiralty or equity, without defense, offset or
counterclaim,  which any Borrower,  directly or  indirectly,  ever had or now or
can,  shall or may,  have against any of the released  Parties for,  upon, or by
reason of any matter,  cause or thing  whatsoever.  Each Borrower  expressly and
explicitly  acknowledges  that it aware of and is  knowingly  waiving any rights
that he, she, or it may have against the Released  Parties under the  provisions
of  California  Civil Code Section 1542 (and any similar  principle of law under
any other applicable jurisdiction), which section reads as follows:

                  "A  GENERAL  RELEASE  DOES NOT  EXTEND  TO  CLAIMS  WHICH  THE
                  CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE
                  TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
                  MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

In addition to the foregoing,  each of the Borrowers  agrees to forever  refrain
and forbear from commencing, assisting, instituting,  prosecuting or encouraging
others  to  institute  or  prosecute  any   litigation,   action,   arbitration,
administrative  or other  proceeding  of any kind  against  any of the  Released
Parties,  directly or indirectly  arising out of,  resulting from or relating in
any way to the  subject  matter of or the fact and course of conduct  underlying
the releases granted herein.

         4.       Except as specifically  set forth herein,  no other changes or
modifications to the Credit Agreement are intended or implied, and, in all other
respects, the Credit Agreement shall continue to remain in full force and effect
in accordance with its terms as of the date hereof.  Except as specifically  set
forth herein,  nothing  contained herein shall evidence a waiver or amendment by
Agent  of any  other  provision  of the  Credit  Agreement  nor  shall  anything
contained  herein be  construed as a consent by Agent to any  transaction  other
than those specifically consented to herein.


                                       2
<PAGE>


         5.       The terms and  provisions of this  agreement  shall be for the
benefit of the parties hereto and their  respective  successors and assigns;  no
other  person,  firm,  entity or  corporation  shall have any right,  benefit or
interest under this agreement.

         6.       This agreement may be executed in any number of  counterparts,
but all of such  counterparts  shall  together  constitute  but one and the same
agreement.  In making  proof of this  agreement,  it shall not be  necessary  to
produce or account for more than one  counterpart  thereof signed by each of the
parties  hereto.  Delivery  of an  executed  counterpart  of this  agreement  by
telefacsimile  shall have the same force and effect as  delivery  of an original
executed  counterpart  of this  agreement.  Any  party  delivering  an  executed
counterpart  of this agreement by  telefacsimile  also shall deliver an original
executed  counterpart of this agreement,  but the failure to deliver an original
executed counterpart shall not affect the validity,  enforceability, and binding
effect of this agreement as to such party or any other party.

         7.       This   agreement   sets   forth  the  entire   agreement   and
understanding of the parties with respect to the matters set forth herein.  This
agreement cannot be changed, modified, amended or terminated except in a writing
executed by the party to be charged.

                                    Very truly yours,

                                    GMAC COMMERCIAL FINANCE LLC,
                                    as Agent

                                    By:      /S/ ILLEGIBLE
                                        ----------------------------------------

                                    Title: SENIOR VICE PRESIDENT
                                           -------------------------------------

ACKNOWLEDGED AND AGREED:

TARRANT APPAREL GROUP

By:  /S/ PATRICK CHOW
    --------------------------------
        Patrick Chow
Title:  Chief Financial Officer

TAG MEX, INC.

By:  /S/ PATRICK CHOW
    --------------------------------
        Patrick Chow
Title:  Chief Financial Officer

FASHION RESOURCE (TCL), INC.

By:  /S/ PATRICK CHOW
    --------------------------------
        Patrick Chow
Title:  Chief Financial Officer

UNITED APPAREL VENTURES, LLC

By:  /S/ PATRICK CHOW
    --------------------------------
        Patrick Chow
Title:  Manager


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