Exhibit 10.130
 AMENDED AND RESTATED FINANCING AGREEMENT
 The CIT Group/Commercial Services, Inc.
(as Agent and Lender)
 and
 Bernard Chaus, Inc.
Cynthia Steffe Acquisition, LLC
and
S.L. Danielle Acquisition, LLC
(as Borrowers)
 Dated: As of September 18, 2008




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TABLE OF CONTENTS
 SECTION 1.
    
    Definitions
    
    
    2SECTION 2.
    
    Conditions Precedent
    
    
    18SECTION 3.
    
    Revolving Loans
    
    
    22SECTION 4.
    
    [Reserved]
    
    
    28SECTION 5.
    
    Letters of Credit
    
    
    28SECTION 6.
    
    Collateral
    
    
    30SECTION 7.
    
    Representations, Warranties and Covenants
    
    
    33SECTION 8.
    
    Interest, Fees and Expenses
    
    
    43SECTION 9.
    
    Powers
    
    
    49SECTION 10.
    
    Events of Default and Remedies
    
    
    50SECTION 11.
    
    Termination
    
    
    53SECTION 12.
    
    Miscellaneous
    
    
    54SECTION 13.
    
    Agreement between the Lenders
    
    
    56SECTION 14.
    
    Agency
    
    
    58SECTION 15.
    
    Borrowing Agent
    
    
    63
 EXHIBITS
 Exhibit B
    
    Form of Revolving Loan Promissory NoteExhibit C
    
    Form of Assignment and Transfer AgreementExhibit D
    
    Form of Borrowing Base CertificateExhibit E
    
    Form of Opinion
 SCHEDULES
 Schedule 1
    
    Collateral Information
 i




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THE CIT GROUP/COMMERCIAL SERVICES, INC. nd BERNARD CHAUS, INC. S.L. DANIELLE ACQUISITION, LLC CYNTHIA STEFFE ACQUISITION, LLC
      AMENDMENT AND RESTATEMENT
 Financing Agreement provided however




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SECTION 1. Definitions.
 Accounts
 Anniversary Date
 Anti-Terrorism Laws
 Applicable Margin
 APPLICABLE MARGIN FOR BASE
    
    APPLICABLE MARGIN FOR LIBORRATE LOANS
    
    LOANS0.50%
    
    3.00%
 Assignment and Transfer Agreement Exhibit C
 Assignment of Factoring Proceeds Agreement
 Availability plus
 2




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Availability Reserve provided however
 Base Rate
 Base Rate Loans
 Blocked Person
 Borrowing Agent
 Borrowing Base plus
 3




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less less
 Borrowing Base Certificate Exhibit D
 Business Day
 Capital Expenditures
 Capital Lease
 CITs System
 Client Risk Accounts
 Closing Date
 Collateral
 Commitment
 Consolidated Balance Sheet
 Copyrights
 Default
 4




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Default Rate of Interest
 Depository Accounts
 Documents of Title
 Due From Factor Accounts Receivable
 plus
 provided
 5




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plus
 plus
  Early Termination Date
 Early Termination Fee provided however
 EBITDA
 Eligible Accounts Receivable plus
 Eligible Assignee
 6




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provided however
 Eligible Documentary Letters of Credit
 Eligible Inventory
 Eligible Trade Accounts Receivables
 7




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less
 plus
 plus
 plus
  Equipment
 8




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ERISA
 Eurocurrency Reserve Requirements
 Event(s) of Default
 Factor
 Factored Accounts
 Factoring Agreement
 Factoring Takeover Date
 Fiscal Quarter
 Fiscal Year
 Fixed Charge Coverage Ratio
 GAAP
 9




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General Intangibles
 Goods
 Guaranties
 Guarantors
 Indebtedness
 Insurance Proceeds
 Interest Expense
 Interest Period
   10




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provided that
    Inventory
 Inventory Loan Cap
 Investment Property
 Issuer
 Ledger Debt
 Letters of Credit
 11




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Letter of Credit Guaranty
 Letter of Credit Guaranty Fee
 Letter of Credit Sub-Line
 Leverage Ratio
 LIBOR provided that,
 LIBOR Lending Office
 LIBOR Loan
 Line of Credit
 12




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Line of Credit Fee (a) (b)
 Loan Documents
 Loan Facility Fee
 Obligations
 Operating Leases
 Original Closing Date
 13




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Original Financing Agreement
 Original Term Loan
 Other Collateral
 Out-of-Pocket Expenses
 Overadvances
 Patents
 Permitted Acquisition
 14




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Permitted Encumbrances
 15




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Permitted Indebtedness
 Permitted Investments
 16




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Person
 Promissory Notes
 Purchase Money Liens (a) (b)
 Real Estate
 Required Lenders
 Revolving Credit Limit
 Revolving Line of Credit
 Revolving Loan Account
 Revolving Loans
 Settlement Date
 Special Reserve
 17




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Subordinated Debt
 Subsidiaries
 Tangible Net Worth
 Taxes
 Total Assets
 Total Liabilities
 Trade Accounts Receivable
 Trademarks
 UCC
 Working Day
 SECTION 2. Conditions Precedent.
  Financing Agreement and Other Loan Documents
 18




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Lien Searches
 Casualty Insurance
 UCC Filings
 Board Resolution
 Corporate Organization
 Officers Certificate
 19




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Opinions Exhibit E
 Absence of Default
 Legal Restraints/Litigation
 Examination & Verification; Net Availability; Projections
 Depository Accounts; Payment Direction
 Repayment of Term Loan and Accrued Interest
 20




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Compliance with Laws
 Guaranties
 Pledge Agreement
 Collateral Assignment of Licenses .
 Additional Documents
 Disbursement Authorization
 Schedules
 Factoring Documentation
 21




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Conditions to Each Extension of Credit
 Representations and Warranties
 No Default
 Borrowing Base
  SECTION 3. Revolving Loans
   22




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Exhibit B
   23




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provided however
  24




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provided
  25




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26




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Access to CITs System
   27




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SECTION 4. [Reserved]
 SECTION 5. Letters of Credit
  provided however
   28




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29




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SECTION 6. Collateral
       30




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31




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32




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SECTION 7. Representations, Warranties and Covenants
   33




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34




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35




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36




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th provided, however,
 37




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38




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Fiscal Quarter
    
    Tangible Net WorthSeptember 30, 2008
    
    $
    6,000,000December 31, 2008
    
    $
    4,000,000March 31, 2009
    
    $
    5,000,000June 30, 2009
    
    $
    4,000,000September 30, 2009
    
    $
    4,000,000December 31, 2009
    
    $
    4,000,000March 31, 2010
    
    $
    4,000,000June 30, 2010
    
    $
    4,000,000September 30, 2010
    
    $
    4,000,000December 31, 2010
    
    $
    4,000,000March 31, 2011
    
    $
    4,000,000June 30, 2011
    
    $
    4,000,000September 30, 2011 and the last day of each Fiscal
Quarter ended thereafter
    
    $
    4,000,000
 39




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Fiscal Quarter
    
    EBITDA3 months ending September 30, 2008
    
    $
    (300,000
    )6 months ending December 31, 2008
    
    $
    (1,822,000
    )9 months ending March 31, 2009
    
    $
    (100,000
    )12 months ending June 30, 2009
    
    $
    (700,000
    )3 months ending September 30, 2009
    
    $
    500,0006 months ending December 31, 2009
    
    $
    1,000,0009 months ending March 31, 2010
    
    $
    1,500,00012 months ending June 30, 2010
    
    $
    2,000,0003 months ending September 30, 2010 and for the 3 months
ending on each September 30 thereafter
    
    $
    500,0006 months ending December 31, 2010 and for the 6 months ending
each December 31 thereafter
    
    $
    1,000,0009 months ending March 31, 2011 and for the 9 months ending
each March 31 thereafter
    
    $
    1,500,00012 months ending June 30, 2011 and for the 12 months ending
each June 30 thereafter
    
    $
    2,000,000
   Fiscal Quarter
    
    RatioSeptember 30, 2008
    
    
    5.70 to 1December 31, 2008
    
    
    5.20 to 1.0March 31, 2009
    
    
    5.80 to 1.0June 30, 2009
    
    
    5.70 to 1.0September 30, 2009
    
    
    5.70 to 1.0December 31, 2009
    
    
    5.70 to 1.0March 31, 2010
    
    
    5.70 to 1.0June 30, 2010
    
    
    5.70 to 1.0September 30, 2010
    
    
    5.70 to 1.0December 31, 2010
    
    
    5.70 to 1.0
 40




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Fiscal Quarter
    
    RatioMarch 31, 2011
    
    
    5.70 to 1.0June 30, 2011
    
    
    5.70 to 1.0September 30, 2011 and the last day of each Fiscal Quarter
ended thereafter
    
    
    5.70 to 1.0
      41




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Section 7.16
  42




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Schedule 7.18 provided however
 SECTION 8. Interest, Fees and Expenses
     43




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44




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45




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provided
 provided provided further
 46




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47




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provided however
 48




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provided however
   SECTION 9. Powers
    49




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SECTION 10. Events of Default and Remedies
     50




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51




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52




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SECTION 11. Termination
 provided however
 53




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SECTION 12. Miscellaneous
     THE COMPANIES, THE LENDERS AND THE AGENT EACH HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY
IN ANY ACTION OR PROCEEDING
 54




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ARISING OUT OF THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREUNDER. THE COMPANY
HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO SERVICE OF PROCESS BY
CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED. IN NO EVENT WILL THE AGENT BE LIABLE FOR
LOST PROFITS OR OTHER SPECIAL OR CONSEQUENTIAL DAMAGES.
  (A)
    
    if to CIT, at:The CIT Group/Commercial Services, Inc.11 West 42nd StreetNew York, New York 10036Attn:      Regional Credit ManagerFax:       212-461-5347(B)
    
    if to the Companies at:Bernard Chaus, Inc.530 Seventh AvenueNew York, New York 10018Attn:      Barton HeminoverFax:       212-869-4646With a courtesy copy of any material notice to the Companies counsel at:Dechert LLP1095 Avenue of the AmericasNew York, New York 10036-6797Attn:      Martin NussbaumFax:       1-212-698-3599
  55




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THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS FINANCING AGREEMENT AND THE OTHER
LOAN DOCUMENTS SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, EXCEPT TO THE EXTENT THAT
ANY OTHER LOAN DOCUMENT INCLUDES AN EXPRESS ELECTION TO BE GOVERNED BY THE LAWS OF ANOTHER
JURISDICTION.
 SECTION 13. Agreement between the Lenders
       56




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provided Section 14.10
 provided
 Transferee
  57




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SECTION 14. Agency
  58




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provided
 59




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provided
  60




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61




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62




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SECTION 15. Borrowing Agent.
     63




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64




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IN WITNESS WHEREOF,
 THE CIT GROUP/COMMERCIAL SERVICES, INC.,as Agent and
LenderBy:
    
    /s/ Kevin J. WinschName:
    
    Kevin J. WinschTitle:
    
    Senior Vice PresidentBERNARD CHAUS, INC.By:
    
    /s/ David StiffmanName:
    
    David StiffmanTitle:
    
    Chief Operating OfficerCYNTHIA STEFFE ACQUISITION, LLCBy:
    
    /s/ David StiffmanName:
    
    David StiffmanTitle:
    
    Chief Operating OfficerS.L. DANIELLE ACQUISITION, LLCBy:
    
    /s/ David StiffmanName:
    
    David StiffmanTitle:
    
    Chief Operating Officer




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EXHIBIT B
 REVOLVING CREDIT NOTE
 $30,000,000
    
    Dated as of September 18, 2008
 THE CIT GROUP/COMMERCIAL SERVICES, INC. nd




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BERNARD CHAUS, INC.By:Name:Title:CYNTHIA STEFFE ACQUISITION, LLCBy:Name:Title:S.L. DANIELLE ACQUISITION, LLCBy:Name:Title: