SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

American Apparel, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

023850100

Joseph Mause

Standard General L.P.

767 Fifth Avenue, 12th Floor

New York, NY 10153

Tel. No.: 212-257-4701

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

July 9, 2014

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [  ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1	Names of Reporting Persons. Standard General L.P.
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)           [X]
	(b)           [ ]
3	SEC Use Only
4	Source of Funds (See Instructions): AF
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ]
6	Citizenship or Place of Organization. Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7          Sole Voting Power 0
		8          Shared Voting Power 76,100,813 (See Items 2, 4 and 5 to the Schedule 13D (as defined below))
		9          Sole Dispositive Power 0
		10        Shared Dispositive Power 1,540,000 (See Items 2, 4 and 5 to the Schedule 13D)
11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,540,000 (See Items 2, 4 and 5 to the Schedule 13D)
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [X] (See Item 4 to the Schedule 13D)
13	Percent of Class Represented by Amount in Row (11) 0.9% (See Items 2, 4 and 5 to the Schedule 13D)
14	Type of Reporting Person (See Instructions) IA

1	Names of Reporting Persons. Standard General Master Fund L.P.
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)           [X]
	(b)           [ ]
3	SEC Use Only
4	Source of Funds (See Instructions): WC
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ]
6	Citizenship or Place of Organization. Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With		7          Sole Voting Power 0
		8          Shared Voting Power 1,178,097 (See Items 2, 4 and 5 to the Schedule 13D)
		9          Sole Dispositive Power 0
		10        Shared Dispositive Power 1,178,097(See Items 2, 4 and 5 to the Schedule 13D)
11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,178,097 (See Items 2, 4 and 5 to the Schedule 13D)
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [X] (See Item 4 to the Schedule 13D)
13	Percent of Class Represented by Amount in Row (11) 0.7% (See Items 2, 4 and 5 to the Schedule 13D)
14	Type of Reporting Person (See Instructions) PN

1	Names of Reporting Persons. P Standard General Ltd.
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)           [X]
	(b)           [ ]
3	SEC Use Only
4	Source of Funds (See Instructions): WC
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ]
6	Citizenship or Place of Organization. British Virgin Islands
Number of Shares Beneficially Owned by Each Reporting Person With		7          Sole Voting Power 0
		8          Shared Voting Power 361,903 (See Items 2, 4 and 5 to the Schedule 13D)
		9          Sole Dispositive Power 0
		10        Shared Dispositive Power 361,903 (See Items 2, 4 and 5 to the Schedule 13D)
11	Aggregate Amount Beneficially Owned by Each Reporting Person 361,903 (See Items 2, 4 and 5 to the Schedule 13D)
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [X] (See Item 4 to the Schedule 13D)
13	Percent of Class Represented by Amount in Row (11) 0.2% (See Items 2, 4 and 5 to the Schedule 13D)
14	Type of Reporting Person (See Instructions) CO

1	Names of Reporting Persons. Soohyung Kim
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)           [X]
	(b)           [ ]
3	SEC Use Only
4	Source of Funds (See Instructions): AF
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ]
6	Citizenship or Place of Organization. United States
Number of Shares Beneficially Owned by Each Reporting Person With		7          Sole Voting Power 0
		8          Shared Voting Power 76,100,813 (See Items 2, 4 and 5 to the Schedule 13D)
		9          Sole Dispositive Power 0
		10        Shared Dispositive Power 1,540,000 (See Items 2, 4 and 5 to the Schedule 13D)
11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,540,000 (See Items 2, 4 and 5 to the Schedule 13D)
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [X] (See Item 4 to the Schedule 13D)
13	Percent of Class Represented by Amount in Row (11) 0.9% (See Items 2, 4 and 5 to the Schedule 13D)
14	Type of Reporting Person (See Instructions) IN, HC

SCHEDULE 13D

Item 1. Security and Issuer

This Amendment No. 1 to Schedule 13D (this “Amendment”) relates to Common Stock, par value $0.0001 per share (the “Common Stock”), of American Apparel, Inc., a Delaware corporation (the “Issuer” or the “Company”).  This Amendment is being filed by each of the Reporting Persons to amend the Schedule 13D (the “Schedule 13D”) which was originally filed on July 7, 2014.  Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meanings as set forth in the Schedule 13D.

This Amendment is being filed to amend Items 4, 6 and 7 of the Schedule 13D as set forth below.

Item 4. Purpose of Transaction

On July 9, 2014,  Standard General L.P. (“SG”), Standard General Master Fund L.P. and P Standard General Ltd. (the “Standard General Parties”) entered into a Nomination, Standstill and Support Agreement (the “Support Agreement”) with the Company and Dov Charney.  The Support Agreement relates to, among other things, the composition of the Company’s Board of Directors (the “Board”), the provision by SG of financial support to the Company in an aggregate amount up to $25 million, and the creation of a special committee of the Board to oversee the continuing investigation into alleged misconduct by Dov Charney (the “Investigation”).  The Standard General Parties and Mr. Charney also agreed to certain standstill and voting limitations and SG affirmed its commitment to the Company’s core values, including the Company’s sweatshop-free, “Made in the USA” manufacturing philosophy and maintaining the Company’s manufacturing headquarters in Los Angeles, California.

Board Matters.  The Support Agreement provides that five of the seven current members of the Board will resign effective ten (10) days following the Company’s filing of an Information Statement on Schedule 14f-1 with the Securities and Exchange Commission (the “Information Statement”).  Allan Mayer and David Danziger will remain as independent directors and Co-Chairman of the Board.  Immediately after such resignations, Messrs. Mayer and Danziger will appoint the following individuals to fill the vacancies on the Board: one individual designated by SG to the Company to serve as a Class A director of the Company (the “Class A Designee”), two other individuals designated by SG to the Company to serve as Class B directors of the Company (the “Class B Designees” and,  together with the Class A Designee, the “Standard General Designees”) and two other individuals mutually agreed between SG and the Company to serve as Class C directors of the Company (the “Joint Designees” and together with the Standard General Designees, the “New Board Designees”).

Each of the New Board Designees (other than the Class A Designee) is expected (i) to qualify an independent director under the rules of the NYSE MKT LLC, (ii) not to be affiliated with or have any material relationship with SG and (iii) not to be affiliated with or have any material relationship with Mr. Charney.  In addition, Mr. Charney will not serve as a Board member or be nominated by the Company or SG as a Board member.

Pursuant to the Support Agreement, the Company will prepare and file with the Securities and Exchange Commission, and thereafter mail, the Information Statement for the purpose of notifying its stockholders of the above-referenced change in the majority of the Board and other aspects of the Support Agreement.

Investigation.   The Support Agreement provides that the Company will form a new committee of independent directors (the “Suitability Committee”) of the Board for the purpose of overseeing the Investigation.  The Suitability Committee will consist of David Danziger, one Standard General Designee and one Joint Designee.  Based on the findings of such Investigation, the Suitability Committee will determine if it is appropriate for Mr. Charney to be reinstated as CEO of the Company or serve as any officer or employee of the Company or any of its subsidiaries.

Mr. Charney agrees in the Support Agreement not to interfere with or attempt to influence the outcome of the Investigation, or access the Company’s computer systems.  Until the Suitability Committee makes its final determination, Mr. Charney will be entitled to receive his base salary as a consultant to the Company and will have no supervisory authority over any employees of the Company.

Standstill.  Among other things, the Standard General Parties and Mr. Charney agreed not to, until the completion of the 2015 Annual Meeting of Stockholders, purchase or acquire any additional beneficial ownership of shares of the Company’s common stock (the “Common Stock”), solicit proxies or consents with respect to the Common Stock, form or join any group with respect to the Common Stock, present any proposal at a special meeting of stockholders or through action by written consent, seek the removal of any director or propose any nominee for election to the Board or grant any proxy or consent with respect to other matters.  Furthermore, until the completion of the 2015 Annual Meeting of Stockholders, the Standard General Parties and Mr. Charney agreed not to effect or seek to effect any extraordinary corporate transaction, business combination, amendment to the Company’s governance documents or certain other activities.

Core Values.  SG shall publicly affirm its commitment in a press release to the Company’s sweatshop-free, “Made in the USA” manufacturing philosophy, maintaining the Company’s manufacturing headquarters in Los Angeles, California, and the Company’s tradition of passion, creativity, contrarian thinking, social responsibility, ethical business practices and fair treatment of employees.

The foregoing description of the Support Agreement does not purport to be complete and is qualified in its entirety by reference to the Support Agreement, which is incorporated by reference as Exhibit 99.2 to this Amendment and is hereby incorporated into this Item 4 by reference.

Confidentiality Agreement

The Company, the Standard General Parties and Mr. Charney have entered into a Confidentiality Agreement, dated July 9, 2014, pursuant to which Standard General Designees may disclose on a confidential basis certain non-public information regarding the Company to the parties to such agreement and employees, principals and professional advisors of SG or its affiliates that are involved in monitoring the investment in the Company and providing advice in connection therewith.

The foregoing description of the Confidentiality Agreement does not purport to be complete and is qualified in its entirety by reference to the Confidentiality Agreement, which is incorporated by reference as Exhibit 99.3 to this Amendment and is hereby incorporated into this Item 4 by reference.

Documentation of Certain Aspects of the Letter Agreement

On June 25, 2014, SG entered into a letter agreement (the “Letter Agreement”) with Mr. Charney.  Among other things, the Letter Agreement stated that Mr. Charney and SG would enter into an agreement providing that Mr. Charney would not be able to vote the Original Shares or the Additional Shares purchased from SG without SG’s consent other than pursuant to the Investment Voting Agreement, dated March 13, 2009, between Mr. Charney and Lion Capital (Guernsey) II Limited.  Mr. Charney also retained the right to vote the Original Shares in favor of his election to the Board; however, he has agreed pursuant to the Support Agreement that he will not serve as a Board member or be nominated by the Company or SG as a Board member.  On July 9, 2014, SG, on behalf of one or more of its controlled funds, and Mr. Charney entered into the foregoing agreement provided for in the Letter Agreement (the “Agreement”).  The Agreement also provides that Mr. Charney shall not, without SG’s prior written consent, directly or indirectly transfer or offer to transfer any Covered Shares (as defined in the Agreement) in any way or tender any Covered Shares into any tender or exchange offer or otherwise, other than pursuant to the terms of the Agreement, the Letter Agreement or the transactions contemplated by those agreements.  This restriction shall remain in effect until the later of

(a) payment of all amounts due in respect of the loan made by SG to Mr. Charney pursuant to the Letter Agreement and (b) the expiration or exercise of the warrants expiring July 15, 2017 to be issued to SG pursuant to Section 2 of the Letter Agreement.

SG intends to enter promptly into the remaining definitive documentation referred to in the Letter Agreement with respect to the loan extended to Mr. Charney and the Warrants to be provided by Mr. Charney to SG.

The foregoing description of the Letter Agreement and the Agreement does not purport to be complete and is qualified in its entirety by reference to the Letter Agreement, which is incorporated by reference as Exhibit 99.4 to this Amendment and is hereby incorporated into this Item 4 by reference, and the Agreement, which is incorporated by reference as Exhibit 99.5 to this Amendment and is hereby incorporated into this Item 4 by reference.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information set forth in Item 4 above is hereby incorporated herein by reference.

Item 7. Material to Be Filed as Exhibits

Exhibit 99.1	Joint Filing Agreement, by and among the Reporting Persons, incorporated herein by reference to Exhibit 99.1 to the Schedule 13D.
Exhibit 99.2	Nomination, Standstill and Support Agreement, dated as of July 9, 2014, by and among the Standard General Parties, Mr. Charney and the Company, incorporated herein by reference to Exhibit 10.1 to the Company’s 8-K.
Exhibit 99.3	Confidentiality Agreement, dated as of July 9, 2014, by and among the Company, the Standard General Parties and Mr. Charney.
Exhibit 99.4	Letter Agreement by and between SG and Mr. Charney, dated June 25, 2014, incorporated by reference to Exhibit A to Amendment No. 13 to the Schedule 13D of Mr. Charney, as filed with the Securities and Exchange Commission on June 27, 2014.
Exhibit 99.5	Agreement, dated as of July 9, 2014, by and among the Standard General Parties and Mr. Charney.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:           July 11, 2014

STANDARD GENERAL L.P.

By: /s/ Joseph Mause

Name: Joseph Mause

Title: Chief Financial Officer

STANDARD GENERAL MASTER FUND L.P.

By: /s/ Joseph Mause

Name: Joseph Mause

Title: Chief Financial Officer of Standard General L.P., its investment manager

P STANDARD GENERAL LTD.

By: /s/ Joseph Mause

Name: Joseph Mause

Title: Chief Financial Officer of Standard General L.P., its investment manager

SOOHYUNG KIM

/s/ Soohyung Kim

Soohyung Kim

EX-99.3

CONFIDENTIALITY AGREEMENT

AMERICAN APPAREL, INC.

July 9, 2014

To: Each of the persons or entities listed on Schedule A hereto (collectively, the “Standard General Group” or “you” and each, individually, a “member” of the Standard General Group)

Ladies and Gentlemen:

This letter agreement shall become effective upon the appointment of any Standard General Designee to the Board of Directors (the “Board”) of American Apparel, Inc. (the “Company”).  Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Nomination, Standstill and Support Agreement, dated as of July 9, 2014 (the “Nomination, Standstill and Support Agreement”), by and among the Company and the members of the Standard General Group.

The Company acknowledges and agrees that, subject to the terms of this letter agreement, each Standard General Designee may, if and to the extent he or she desires to do so, confidentially disclose information he or she obtains while serving as a member of the Board to you and the persons set forth on Schedule B hereto (collectively, the “Specified Standard General Personnel”), and may discuss such information with any and all such persons.  As a result, you may receive certain non-public information regarding the Company.  You acknowledge that this information is proprietary to the Company and may include trade secrets or other business information the disclosure of which could harm the Company.  In consideration of, and as a condition of, such information being furnished to you and, subject to the restrictions in paragraph 2, you agree to treat such information (regardless of the manner in which it is furnished, including in written or electronic format or orally, gathered by visual inspection or otherwise), together with the relevant portion of any notes, analyses, reports, models, compilations, studies, interpretations, documents, records or extracts thereof to the extent containing, referring, relating to, based upon or derived from such information, in whole or in part (collectively, “Evaluation Material”), in accordance with the provisions of this letter agreement.

1.           The term “Evaluation Material” does not include information that (i) is or has become generally available to the public other than as a result of a direct or indirect disclosure by you or the Specified Standard General Personnel in violation of this letter agreement, (ii) was within your or any of the Specified Standard General Personnel’s possession on a non-confidential basis prior to its being furnished to you by any Standard General Designee, or by or on behalf of the Company or its agents, representatives,

attorneys, advisors, directors, officers or employees (collectively, the “Company Representatives”), or (iii) is received from a source other than any Standard General Designee, the Company or any of the Company Representatives; provided, that in the case of clauses (ii) and (iii) above, the source of such information was not known by you to be bound by a contractual, legal or fiduciary obligation of confidentiality to any other person with respect to such information at the time the information was disclosed to you.

2.           You and the Specified Standard General Personnel shall, and you shall cause the Specified Standard General Personnel to, (a) keep the Evaluation Material strictly confidential and (b) not disclose any of the Evaluation Material in any manner without the prior written consent of the Company; provided, however, that you may privately disclose any of such information to the Specified Standard General Personnel (i) who need to know such information for the sole purpose of advising you with respect to your investment in the Company and (ii) who are informed by you of the confidential nature of such information; provided, further, that you will be responsible for any violation of this letter agreement by the Specified Standard General Personnel as if they were parties hereto.  It is understood and agreed that no Standard General Designee shall disclose to you or the Specified Standard General Personnel any Legal Advice (as defined below) that may be included in the Evaluation Material with respect to which such disclosure would constitute a waiver of the Company’s attorney-client privilege or attorney work product privilege; provided, however, that a Standard General Designee may provide such disclosure of Legal Advice if such Standard General Designee shall not have taken any action, or failed to take any action, that has the purpose or effect of waiving attorney-client privilege or attorney work product privilege with respect to any portion of such Legal Advice. “Legal Advice” as used herein shall be solely and exclusively limited to the advice provided by legal counsel and shall not include any factual information or the formulation or analysis of business strategy that is not protected by the attorney-client or attorney work product privilege.

3.           In the event that you or any of the Specified Standard General Personnel are required or requested by applicable interrogatory, subpoena or any similar process relating to any legal proceeding, investigation, hearing or otherwise to disclose any of the Evaluation Material, you will promptly notify (except where such notice would be legally prohibited) the Company in writing by electronic mail and certified mail so that the Company may seek a protective order or other appropriate remedy (and, if the Company seeks such an order, you will provide such cooperation as the Company shall reasonably request), at the Company’s sole cost and expense. Nothing herein shall be deemed to prevent you or the Specified Standard General Personnel, as the case may be, from honoring a subpoena, legal process or other legal requirement that requires or requests discovery, disclosure or production of the Evaluation Material if (a) you produce or disclose only that portion of the Evaluation Material which your outside legal counsel of national standing advises you is legally required to be so produced or disclosed and you inform the recipient of such Evaluation Material of the confidential nature of such

2

Evaluation Material; or (b) the Company consents in writing to having the Evaluation Material produced or disclosed pursuant to the subpoena, legal process or other legal requirement or request.  In no event shall you or any of the Specified Standard General Personnel oppose action by the Company, at its sole expense, to obtain a protective order or other relief to prevent the disclosure of the Evaluation Material or to obtain reliable assurance that confidential treatment will be afforded the Evaluation Material.  For the avoidance of doubt, it is understood that there shall be no “legal requirement” requiring you to disclose any Evaluation Material solely by virtue of the fact that, absent such disclosure, you would be prohibited from purchasing, selling, or engaging in derivative or other voluntary transactions with respect to the Common Stock or otherwise proposing or making an offer to do any of the foregoing, or you would be unable to file any proxy materials in compliance with Section 14(a) of the Exchange Act or the rules promulgated thereunder. The foregoing obligations and requirements in this paragraph shall not be required or apply in connection with disclosures made to the extent required by law to, or requested by, a federal or state regulatory agency, self-regulatory organization or supervisory authority in the course of such authority’s routine examinations or supervisory inspections not related to the Company; provided that you agree to promptly notify the Company of any actual disclosures made so long as you are permitted to do so under applicable law.

4.           You acknowledge that (a) neither the Company nor any Company Representative makes any representation or warranty, express or implied, as to the accuracy or completeness of any Evaluation Material, and (b) neither the Company nor any Company Representative shall have any liability to you or to any of the Specified Standard General Personnel relating to or resulting from the use of the Evaluation Material or any errors therein or omissions therefrom, except in the case of fraud.

5.           All Evaluation Material shall remain the property of the Company. Neither you nor any of the Specified Standard General Personnel shall by virtue of any disclosure or use of any Evaluation Material acquire any rights with respect thereto, all of which rights (including all intellectual property rights) shall remain exclusively with the Company.  At any time after the date on which no Standard General Designee is a director of the Company, upon the written request of the Company for any reason, you will promptly return to the Company or destroy, at your election, all hard copies of the Evaluation Material and use commercially reasonable efforts to permanently erase or delete all electronic copies of the Evaluation Material in your or any of the Specified Standard General Personnel’s possession or control (and, upon the written request of the Company, shall promptly certify to the Company that such Evaluation Material has been destroyed, erased or deleted, as the case may be); provided, however, that you may retain such copies of Evaluation Material as may be required to be retained by you pursuant to applicable law, regulation or as part of your bona fide information technology system back-ups or your internal compliance policies.  Notwithstanding the destruction, return or

3

erasure or deletion of Evaluation Material, you and the Specified Standard General Personnel will continue to be bound by the obligations contained herein.

6.           You acknowledge, and will advise the Specified Standard General Personnel, that the Evaluation Material may constitute material non-public information under applicable federal and state securities laws, and that the United States securities laws prohibit any person who has received from an issuer any material, non-public information from purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.

7.           You hereby represent and warrant to the Company that (i) you have all requisite power and authority to execute and deliver this letter agreement and to perform your obligations hereunder, (ii) this letter agreement has been duly authorized, executed and delivered by you, and is a valid and binding obligation, enforceable against you in accordance with its terms, (iii) this letter agreement will not result in a violation of any terms or conditions of any agreements to which you are a party or by which you may otherwise be bound or of any law, rule, license, regulation, judgment, order or decree governing or affecting you, and (iv) your entry into this letter agreement does not require approval by any owners or holders of any equity or other interest in you (except as has already been obtained).

8.           Any waiver by the Company of a breach of any provision of this letter agreement shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this letter agreement. The failure of the Company to insist upon strict adherence to any term of this letter agreement on one or more occasions shall not be considered a waiver or deprive the Company of the right thereafter to insist upon strict adherence to that term or any other term of this letter agreement.

9.           You acknowledge and agree that the value of the Evaluation Material to the Company is unique and substantial, but may be impractical or difficult to assess in monetary terms. You further acknowledge and agree that in the event of an actual or threatened violation of this letter agreement, immediate and irreparable harm or injury would be caused for which money damages would not be an adequate remedy. Accordingly, you acknowledge and agree that, in addition to any and all other remedies which may be available to the Company at law or equity, the Company shall be entitled to seek an injunction or injunctions to prevent breaches of this letter agreement and to enforce specifically the terms and provisions of this letter agreement exclusively in the Court of Chancery or other federal or state courts of the State of Delaware.

10.           Each of the parties hereto (a) consents to submit itself to the personal jurisdiction of the Court of Chancery or other federal or state courts of the State of Delaware in the event any dispute arises out of this letter agreement, (b) agrees that it

4

shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it shall not bring any action relating to this letter agreement in any court other than the Court of Chancery or other federal or state courts of the State of Delaware, and (d) irrevocably waives the right to trial by jury, and (e) irrevocably consents to service of process by a reputable overnight mail delivery service, signature requested, to the address set forth in Section 12. THIS LETTER AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS EXECUTED AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE.

11.           This letter agreement and the Nomination, Standstill and Support Agreement contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersedes all prior or contemporaneous agreements or understandings, whether written or oral.  This letter agreement may be amended only by an agreement in writing executed by the parties hereto.

12.           All notices, consents, requests, instructions, approvals and other communications provided for herein shall be in writing and shall be deemed validly given, made or served, if (a) given by email, when such email is sent to the email address set forth below and the appropriate confirmation is received or (b) if given by any other means, when actually received during normal business hours at the address specified in this subsection:

If to the Company:

American Apparel, Inc.
747 Warehouse Street
Los Angeles, CA 90021
Attention:	General Counsel
Email:	tobiaskeller@AmericanApparel.net
With a copy to (which shall not constitute notice):
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, Suite 3400
Los Angeles, California 90071
Attention:	Jeffrey H. Cohen
	David C. Eisman
Email:	jeffrey.cohen@skadden.com
	david.eisman@skadden.com
If to the Standard General Group:

5

	c/o Standard General L.P.
	767 Fifth Avenue, 12th Floor
	New York, New York 10153
	Attention:	Gail Steiner
	Email:	gsteiner@standgen.com
	With copies to (which shall not constitute notice):
	Debevoise & Plimpton LLP
	919 Third Avenue
	New York, New York 10022
	Attention:	Jonathan E. Levitsky
:	Email	jelevitsky@debevoise.com
	and
	Glaser, Weil, Fink, Howard, Avchen & Shapiro LLP
	10250 Constellation Blvd., 19th Floor
	Los Angeles, California 90067
	Attention:	Jeffrey C. Soza
	Email:	jsoza@glaserweil.com

13.           If at any time subsequent to the date hereof, any provision of this letter agreement shall be held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force and effect, but the illegality or unenforceability of such provision shall have no effect upon the legality or enforceability of any other provision of this letter agreement.

14.           This letter agreement may be executed (including by facsimile or PDF) in two or more counterparts which together shall constitute a single agreement.

15.           This letter agreement and the rights and obligations herein may not be assigned or otherwise transferred, in whole or in part, by you without the express written consent of the Company.  This letter agreement, however, shall be binding on successors of the parties hereto.

16.           This letter agreement shall expire on the first anniversary of the date on which a Standard General Designee no longer serves as a director of the Company; except that you shall maintain in accordance with the confidentiality obligations set forth herein any Evaluation Material constituting trade secrets for such longer time (if any) as such information constitutes a trade secret of the Company as defined under 18 U.S.C. § 1839(3).

6

17.           Each party acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this letter agreement, and that it has executed the same with the advice of said counsel.  Each party and its counsel cooperated and participated in the drafting and preparation of this letter agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this letter agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this letter agreement shall be decided without regards to events of drafting or preparation.  The term “including” shall in all instances be deemed to mean “including without limitation.”

18.           Notwithstanding anything contained herein to the contrary, the obligations of the members of the Standard General Group hereunder are several and not joint or collective.

[Signature Pages Follow]

7

Please confirm your agreement with the foregoing by signing and returning one copy of this letter agreement to the undersigned, whereupon this letter agreement shall become a binding agreement between you and the Company.

Very truly yours,
AMERICAN APPAREL, INC.
By:	/s/ Allan Mayer
	Name:	Allan Mayer
	Title:	Co-Chairman of the Board

[Signature Page to the Confidentiality Agreement between American Apparel, Inc. and the Standard General Group]

Accepted and agreed as of the date first written above:

STANDARD GENERAL L.P.
By:	/s/ David Glazek
Name: David Glazek
Title: Partner
STANDARD GENERAL MASTER FUND L.P.
By:	/s/ David Glazek
Name: David Glazek
Title: Partner of its Investment Manager
P STANDARD GENERAL LTD.
By:	/s/ David Glazek
Name: David Glazek
Title: Partner of its Investment Manager
DOV CHARNEY
/s/ Dov Charney

[Signature Page to the Confidentiality Agreement between American Apparel, Inc. and the Standard General Group]

SCHEDULE A

Standard General L.P.

Standard General Master Fund L.P.

P STANDARD GENERAL LLC

Dov Charney, along with his attorneys, representatives and agents

SCHEDULE B

Any employee or principal of Standard General L.P. or its Affiliates that is involved in monitoring the American Apparel, Inc. investment, and any attorney or accountant of Standard General L.P. or its Affiliates that advises Standard General L.P. or its Affiliates in connection with the American Apparel, Inc. investment

EX-99.5

EXECUTION COPY

COOPERATION AGREEMENT

This COOPERATION AGREEMENT (the “Agreement”), dated as of July 9, 2014, is made by and between Dov Charney (“Charney”), on the one hand, and Standard General L.P. on behalf of one or more of its controlled funds (collectively, “SG”, and, together with Charney, the “Parties”), on the other.

WHEREAS, on June 25, 2014, the Parties entered into a letter agreement (the “Letter Agreement”) providing for certain arrangements with respect to shares of common stock, par value $0.0001 per share (“Shares”), of American Apparel Inc., a Delaware corporation (the “Company”), beneficially owned or to be purchased by the Parties;

WHEREAS, on June 27, 2014, certain SG funds sold to Charney, and Charney purchased from such SG funds, 27,351,407 Shares (the “Additional Shares”), the purchase price for which Charney borrowed funds from such SG funds (the “SG Loan”);

WHEREAS, Charney has pledged 47,209,407 Shares previously owned by Charney (the “Original Shares”) and the Additional Shares to the applicable SG funds as security for the repayment of the SG Loan (the “Pledge”); and

WHEREAS, pursuant to the Letter Agreement, the Parties agreed to enter into a cooperation agreement with respect to the Original Shares and the Additional Shares (together with any securities issued or exchanged with respect to such Original Shares or Additional Shares upon any recapitalization, reclassification, merger, consolidation, spin-off, partial or complete liquidation, stock dividend, split-up or combination of the securities of the Company or any other change in the Company’s capital structure, the “Covered Shares”);

NOW, THEREFORE, the Parties hereto agree as follows:

ARTICLE I

Voting Agreement

Section 1.1Agreement to Vote.

(a)           The Parties hereby unconditionally and irrevocably agree that, from and after the date hereof and until the date on which this Agreement is terminated pursuant to Section 3.1 (the “Voting Period”), at any meeting of the stockholders of the Company, however called, or at any adjournment or postponement thereof or in any other circumstances upon which a vote or other approval is sought, the Parties shall vote (or cause to be voted) in person or by proxy the Covered Shares only in such manner as has

been agreed in writing by the Parties.  The Parties further agree that, during the Voting Period, they will not, in their capacity as stockholders of the Company, act by written consent on any matter with respect to the Covered Shares, except in such manner as has been agreed in writing by the Parties. Notwithstanding the foregoing, the Parties shall take all actions necessary to comply with their covenants under Section 4 of the Nomination, Standstill and Support Agreement, dated as of the date hereof, by and among the Parties, certain investment funds managed by SG and the Company (the “Nomination, Standstill and Support Agreement”).

(b)           Notwithstanding the foregoing, Charney shall at all times be permitted to (i) vote the Original Shares in favor of his election to the Board of Directors of the Company and (ii) vote the Covered Shares pursuant to the Investment Voting Agreement, dated March 13, 2009, between Charney and Lion Capital (Guernsey) II Limited (the “Investment Voting Agreement”).

(c)           As of the date hereof, the Parties have not entered into any agreement or arrangement relating to the voting of the Covered Shares with respect to any particular matters or items of business except as set forth in (i) the Letter Agreement, (ii) the Nomination, Standstill and Support Agreement and (iii) this Section 1.1.

Section 1.2No Transfer.  Other than pursuant to the terms of this Agreement, the Letter Agreement or the transactions contemplated hereby or thereby, until the later of (a) payment of all amounts due in respect of the SG Loan (including any definitive documents entered into in connection therewith pursuant to the Letter Agreement) and (b) the expiration or exercise of the Warrants expiring July 15, 2017 to be issued to SG pursuant to Section 2 of the Letter Agreement (the “Warrants”), without the prior written consent of SG, Charney shall not (i) directly or indirectly Transfer or offer to Transfer any Covered Shares (other than to SG funds in respect of the exercise of the Warrants or in connection with the Pledge) or (ii) tender any Covered Shares into any tender or exchange offer or otherwise.  Any action attempted to be taken in violation of the preceding sentence shall be null and void.  “Transfer,” as used herein, shall mean, with respect to a security, the sale, grant, assignment, transfer, pledge, encumbrance, hypothecation or other disposition of such security or the beneficial ownership thereof (including by operation of law), or the entry into any agreement or arrangement to effect any of the foregoing, including, for purposes of this Agreement, the transfer or sharing of any voting power of such security or other rights in or of such security, the granting of any proxy with respect to such security, depositing such security into a voting trust or entering into a voting agreement with respect to such security.  Promptly following the date hereof, the Parties shall deliver joint written instructions to the Company and to the Company’s transfer agent stating that none of the Covered Shares shall be Transferred by Charney in any manner (i.e., a stop transfer order) without the prior written consent of SG in accordance with the terms and conditions of this Agreement. “Beneficial ownership”

2

as used in this Agreement means having “beneficial ownership” as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended.

Section 1.3Proxies.  Each Party hereby revokes any and all previous proxies granted with respect to its Covered Shares.

ARTICLE II

Representations and Warranties of the Parties

Each Party hereby represents and warrants to the other, as of the date hereof and at all times during the term of this Agreement, as follows:

Section 2.1            Authority Relative to this Agreement.  Such Party has all requisite power and authority to enter into this Agreement and to perform its obligations hereunder. This Agreement has been duly and validly authorized by all necessary action on the part of such Party and has been duly executed and delivered by such Party and constitutes a legal, valid and binding agreement of such Party, enforceable against such Party in accordance with its terms.

Section 2.2            No Conflict.

(a)           The execution, delivery and performance by such Party of this Agreement are within the power of such Party, and will not violate any applicable law. The execution, delivery and performance by such Party of this Agreement do not violate the terms of any agreement or undertaking to which such Party is a party or by which such Party is bound or to which the Covered Shares will be subject, and do not contravene the provisions of, or constitute a default under, or result in the creation of any lien (except as contemplated herein or under the Letter Agreement) upon the property of such Party under any agreement to which such Party is a party.

(b)           No possible default or event of default exists under this Agreement, nor will any such default begin to exist immediately after the execution and delivery hereof.

(c)           No notice to or consent of any third party is required under any agreement or instrument in order to permit such Party to perform its obligations hereunder.

Section 2.3            Ownership of Shares.  As of the date hereof, except as set forth in Schedule A hereto, such Party has good and marketable title to and is the record or beneficial owner of the Covered Shares set forth opposite such Party’s name on Schedule A hereto free and clear of all pledges, liens, proxies, claims, charges, security interests, preemptive rights, voting trusts, voting agreements, options, rights of first offer or refusal and any other encumbrances or arrangements whatsoever with respect to the ownership, transfer or other voting of the Covered Shares other than as set forth in the Investment

3

Voting Agreement.  As of the date hereof, no proceedings are pending which, if adversely determined, will have a material adverse effect on any ability to vote or dispose of any of the Covered Shares.

Section 2.4Party Has Adequate Information.  Such Party is a sophisticated investor with respect to the Covered Shares and has independently and without reliance upon the other Party and based on such information as such Party has deemed appropriate, made its own analysis and decision to enter into this Agreement.

Section 2.5            No Setoff.  To the knowledge of such Party, there are no legal or equitable defenses or counterclaims that have been or may be asserted by or on behalf of such Party to reduce the amount of the Covered Shares or affect the validity or enforceability of such Party’s beneficial ownership of any of its Covered Shares.

ARTICLE III

Miscellaneous

Section 3.1            Termination.  This Agreement shall terminate on the date when SG no longer holds any Warrants or any Shares acquired from Charney pursuant to the Warrants, unless terminated earlier by mutual written agreement of the Parties. Upon such termination, no Party shall have any further obligations or liabilities hereunder; except that the provisions of this Article III shall survive any such termination.  No such termination shall relieve the Parties of any liability for any breach of this Agreement occurring prior to the time of termination.

Section 3.2            Survival of Representations and Warranties.  The representations and warranties contained herein shall expire with, and be terminated and extinguished upon, termination of this Agreement pursuant to Section 3.1, and thereafter no Party shall be under any liability whatsoever with respect to any such representation or warranty.

Section 3.3            Fees and Expenses.  Except as otherwise provided herein or as set forth in the Letter Agreement, all costs and expenses incurred in connection with the transactions contemplated by this Agreement shall be paid by the Party incurring such costs and expenses.

Section 3.4            Notices.  All notices, consents, requests, instructions, approvals and other communications provided for herein and all legal process in regard hereto shall be in writing and shall be deemed validly given, made or served, if (a) given by email, when such email is sent to the email address set forth below and the appropriate confirmation is received or (b) if given by any other means, when actually received during normal business hours at the address specified in this subsection:

4

If to SG:

Standard General L.P.
767 Fifth Avenue, 12th Floor
New York, New York 10153
Attention:	Gail Steiner
Email:	gsteiner@standgen.com
With a copy to (which shall not constitute notice):
Debevoise & Plimpton LLP
919 Third Avenue
New York, New York 10022
Attention:	Jonathan E. Levitsky
Email:	jelevitsky@debevoise.com

If to Charney:

Dov Charney
1809 Apex Avenue
Los Angeles, CA 90026
With a copy to (which shall not constitute notice):
Glaser, Weil, Fink, Howard, Avchen & Shapiro LLP
10250 Constellation Blvd., 19th Floor
Los Angeles, California 90067
Attention:	Jeffrey C. Soza
Email:	jsoza@glaserweil.com

Section 3.5Severability.  If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either Party.  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

Section 3.6            Agreement Made Only in Capacity as Stockholder.  The Parties acknowledge that this Agreement is entered into by each Party solely in such Party’s capacity as the beneficial owner of such Party’s Covered Shares and nothing in this

5

Agreement restricts or limits any action taken by such Party in its capacity as a director or officer of the Company or any of its controlled affiliates.

Section 3.7Entire Agreement.  This Agreement, together with the Letter Agreement and the Nomination, Standstill and Support Agreement, constitutes the entire agreement among the Parties with regard to the subject matter hereof and supersedes any prior oral or written agreements or understandings among the Parties.

Section 3.8            Remedies Cumulative.  Except as otherwise provided in this Agreement, any and all remedies expressly conferred upon the Parties shall be cumulative with, and not exclusive of, any other remedy contained in this Agreement, at law or in equity.  The exercise by a Party of any one remedy shall not preclude the exercise by it of any other remedy.

Section 3.9            Amendment.  This Agreement may not be amended except by written agreement signed by the Parties.

Section 3.10          Extension; Waiver.  Either Party may (a) extend the time for the performance of any obligation or other act of the other Party, (b) waive any inaccuracy in the representations and warranties of the other Party contained herein or in any document delivered pursuant hereto and (c) waive compliance with any agreement of the other Party or any condition to its own obligations contained herein. Any such extension or waiver shall be valid if set forth in an instrument in writing signed by the Party to be bound thereby. The failure of any Party to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of those rights.

Section 3.11          Successors and Assigns.  This Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the Parties and their respective successors and assigns, including without limitation, in the case of each Party, any trustee, executor, heir, legatee or personal representative succeeding to the beneficial ownership of such Party’s Covered Shares or other securities subject to this Agreement (including as a result of death, disability or incapacity of such Party).

Section 3.12          Parties in Interest.  Nothing in this Agreement, express or implied, is intended to or shall confer upon any person other than the Parties any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 3.13          Miscellaneous.  The Parties acknowledge and agree that if for any reason any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached, immediate and irreparable harm or injury would be caused for which money damages would not be an adequate remedy.  Accordingly, each Party agrees that in addition to other remedies the other Party shall be entitled to at law or equity, the other Party shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms

6

and provisions of this Agreement exclusively in the Court of Chancery or other federal or state courts of the State of Delaware.  Furthermore, each Party hereto (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery or other federal or state courts of the State of Delaware in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, (b) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it shall not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the Court of Chancery or other federal or state courts of the State of Delaware, and (d) irrevocably consents to service of process by a reputable overnight mail delivery service, signature requested, to the address set forth in Section 3.4. ALL DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) RELATED TO OR ARISING OUT OF THIS AGREEMENT.

Section 3.14Headings.  The descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 3.15            Counterparts.  This Agreement may be executed in any number of counterparts, each of which will be deemed an original and all of which will constitute one and the same instrument. Such counterparts may be delivered by one Party to the other by facsimile or other electronic transmission, and such counterparts shall be valid for all purposes.

Section 3.16            Further Assurances.  From time to time, at the request of either Party and without further consideration, the other Party shall take such reasonable further action as may reasonably be necessary or desirable to consummate and make effective the transactions contemplated by this Agreement.

[Signature Page Follows]

7

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the date first written above.

STANDARD GENERAL L.P.
By:	/s/ David Glazek
	Name:  David Glazek
	Title:    Partner
DOV CHARNEY
	/s/ Dov Charney

8

Schedule A

Party	Covered Shares1
Charney	47,209,406
SG
Standard General Master Fund, L.P.	20,924,003
P STANDARD GENERAL LTD.	6,427,404

1 Note: This table sets forth the record ownership of the Covered Shares as of the date hereof. Each Party may be deemed to beneficially own the Shares held by the other Party as a result of this Agreement and the Letter Agreement.  Charney became a beneficial owner of the Additional Shares on June 27, 2014 pursuant to the Letter Agreement as a result of the sale of such Shares to Charney and the SG Loan on that date.

9