Exhibit 10.2


 


Execution Copy


 


AMENDMENT TO CREDIT AGREEMENT


 


This Amendment to Credit
Agreement is dated as of October 1, 2013 (this “Amendment”) by and among G-III LEATHER FASHIONS, INC., a New
York corporation (the “Company”), the Subsidiaries of the Company party hereto as Borrowers (collectively with
the Company, the “Borrowers”), the Loan Guarantors party to the Credit Agreement referenced below (the “Loan
Guarantors”), the Lenders party to the Credit Agreement referenced below (the “Lenders”), and JPMORGAN
CHASE BANK, N.A., in its capacity as administrative agent under the Credit Agreement referenced below (the “Administrative
Agent”).


 


WHEREAS, the Borrowers are
parties to that certain Credit Agreement dated as of August 6, 2012 (as amended, restated, extended, supplemented or otherwise
modified from time to time, the “Credit Agreement”) by and among the Borrowers, the Loan Guarantors (together
with the Borrower, the “Loan Parties”), the Lenders, and the Administrative Agent; and


 


WHEREAS, the Loan Parties,
the Administrative Agent and the Lenders wish to amend certain terms and provisions of the Credit Agreement as set forth herein;


 


NOW, THEREFORE, in consideration
of the agreements contained herein and for other good and valuable consideration, the parties agree as follows:


 


1.          Capitalized
Terms. Capitalized terms used herein which are defined in the Credit Agreement have the same meanings herein as therein, except
to the extent that such meanings are amended hereby.


 


2.          Amendments
to Credit Agreement. Subject to the satisfaction of the terms and conditions set forth in Section 5 hereof and in reliance
on the representations and covenants set forth in Section 4 hereof, the Loan Parties, the Administrative Agent and the Lenders
agree that the Credit Agreement is hereby amended as follows:


 


(a)          The
definition of “Seasonal Supplemental Amount” set forth in Section 1.01 of the Credit Agreement is hereby amended
and restated in its entirety to read as follows:


 


‘“Seasonal
Supplemental Amount” means (a) during the period from the Effective Date through April 30, 2013, $0, (b) during the period
from May 1, 2013 through July 31, 2013, $25,000,000, (c) during the period from August 1, 2013 through April 30, 2014, $0, (d)
during the period from May 1, 2014 through August 31, 2014, $25,000,000, and (e) at all times from and after August 31, 2014, $0;
provided, that, if the Company or Holdings consummates a Notes Offering, at any time from and after the consummation of
such Notes Offering, the Seasonal Supplemental Amount shall equal $0.”


 


(b)         Clause
(c) of the definition of “Eligible Accounts” set forth in Section 1.01 of the Credit Agreement is hereby amended
and restated in its entirety to read as follows:


 




    	 



    	 



    

 


“(c) which
provides for a scheduled due date that is more than 60 days after the date of the original invoice therefor, (ii) which is unpaid
for more than 60 days after the original due date therefor, or (iii) which is unpaid more than 90 days after the date of the original
invoice therefor; provided, that, (x) Accounts owing from any Account Debtor having a corporate credit rating of at least
BBB- by S&P or Baa3 by Moody’s that have a scheduled due date more than 60 days but not more than 120 days from the date
of the original invoice therefor and which are not unpaid for more than 30 days after the original due date or 135 days after the
original invoice date shall not be excluded for purposes of this clause (c), and (y) Accounts not described in the foregoing clause
(x) having an aggregate value not in excess of $35,000,000 that have a scheduled due date more than 60 days but not more than 120
days from the date of the original invoice therefor and which are not unpaid for more than 30 days after the original due date
or 135 days after the original invoice date shall not be excluded for purposes of this clause (c);”


 


(c)          Clause
(aa) of the definition of “Eligible Accounts” set forth in Section 1.01 of the Credit Agreement is hereby amended
and restated in its entirety to read as follows:


 


“(aa)         which
is owing from an Account Debtor, if the Company has assigned to the Factor the right to collect any existing or future Account
owing from such Account Debtor; provided that, the Administrative Agent may, in its Permitted Discretion, notwithstanding the provisions
of this clause (aa) allow the Company to include in Eligible Accounts up to a maximum of $20,000,000 in the aggregate of Accounts
outstanding at any time which, in accordance with one or more Factoring Agreements, have been assigned to the Factor for purposes
of collection only but which remain the property of the Company, so long as the Factor is contractually obligated to purchase such
Accounts pursuant to and in accordance with the terms of such Factoring Agreements (it being expressly understood that the portion
of any Account which constitutes a “Client Risk Receivable” as such term is defined in the Factoring Agreements for
which the Company retains all or a portion of the risk of non-payment by the Account Debtor, shall not be permitted to be included
as an Eligible Account); or”


 


(d)          The
definition of “Permitted Acquisitions” set forth in Section 1.01 of the Credit Agreement is hereby amended by
(i) amending and restating clause (II)(l) thereof in its entirety, and (ii) inserting a new clause (II)(m) immediately after clause
(II)(l), in each case, as follows:


 


“(l) on
a pro forma basis, average monthly Availability for the period of twelve consecutive months prior to the closing of such Acquisition
(determined as if all Revolving Loans incurred to fund such Acquisition had occurred on the first day of such twelve month period)
shall equal or exceed the greater of (i) 17.5% of the Aggregate Revolving Commitments at such time and (ii) $65,250,000; and (m)
at no time during the period of twelve consecutive months prior to the closing of the Acquisition shall Availability have been
less than $25,000,000.”


 


(e)          The
definition of “Secured Obligations” is hereby amended by adding the following proviso to the end of such definition:


 


“provided,
however, that the definition of “Secured Obligations” shall not create any guarantee by any Loan Guarantor of
(or grant of security interest by any Loan Guarantor to support, as applicable) any Excluded Swap Obligation of such Loan Guarantor
for purposes of determining the obligations of any Loan Party.”


 




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(f)          The
definition of “Weekly Reporting Trigger Period” set forth in Section 1.01 of the Credit is hereby amended and
restated in its entirety to read as follows:


 


‘“Weekly
Reporting Trigger Period” means the period (a) commencing on the day that (i) an Event of Default occurs, (ii) the Seasonal
Supplemental Amount is greater than $0 or (iii) Availability falls below the greater of (A) 15% of the Aggregate Revolving Commitments
and (B) $56,250,000; and (b) continuing until the date on which (i) the Seasonal Supplemental Amount is $0 and (ii) at all times
during the preceding sixty (60) consecutive days, (A) no Event of Default has existed, and (B) Availability has been greater than
the greater of (1) 15% of the Aggregate Revolving Commitments and (2) $56,250,000. In addition to (but without limitation of) the
foregoing, the Borrowers may, by written notice to the Administrative Agent, elect to commence a Weekly Reporting Trigger Period
at any time when the events described in clause (a) of the preceding sentence have not occurred; provided, that (i) any
such Weekly Reporting Trigger Period commenced by the Borrowers shall not be less than 30 days, and (ii) the conditions set forth
in clause (b) of the preceding sentence shall have been met as of the last day of any such Weekly Reporting Trigger Period for
the period then ending.”


 


(g)          The
following new defined terms are hereby added to Section 1.01 of the Credit Agreement, in appropriate alphabetical order:


 


‘“ECP”
means an “eligible contract participant” as defined in Section 1(a)(18) of the Commodity Exchange Act or any regulations
promulgated thereunder and the applicable rules issued by the Commodity Futures Trading Commission and/ or the SEC.”


 


‘“Excluded
Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion
of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or
any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity
Futures Trading Commission (or the application or official interpretation of any thereof) (a) by virtue of such Guarantor’s
failure for any reason to constitute an ECP at the time the Guarantee of such Guarantor or the grant of such security interest
becomes or would become effective with respect to such Swap Obligation or (b) in the case of a Swap Obligation subject to a clearing
requirement pursuant to Section 2(h) of the Commodity Exchange Act (or any successor provision thereto), because such Guarantor
is a “financial entity,” as defined in Section 2(h)(7)(C)(i) of the Commodity Exchange Act (or any successor provision
thereto), at the time the Guarantee of such Guarantor becomes or would become effective with respect to such related Swap Obligation.
If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion
of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal.”


 


‘“First
Amendment Effective Date” means October 1, 2013, the effective date of that certain Amendment to Credit Agreement, amending
this Agreement.”


 




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“‘Collateralized
Letter of Credit” means, with respect to any Person that becomes a Subsidiary after the date hereof, each letter of credit
issued for the account of such Person for which either (a) the Administrative Agent has received evidence satisfactory to the Administrative
Agent in its Permitted Discretion that cash has been deposited with the issuer of such Letter of Credit in an amount sufficient
to cash collateralize such letter of credit, or (b) the Issuing Bank has issued to the issuer of such letter of credit a backstop
Letter of Credit with respect to such letter of credit.”


 


“‘Notes
Offering” means any issuance by the Company or Holdings of unsecured notes or other unsecured debt instruments (including,
without limitation, notes or other debt instruments that may be converted into equity interests of such issuer) in a capital raising
transaction, whether pursuant to a private placement or a registered offering.”


 


‘“Qualified
ECP Guarantor” means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000
at the time the relevant Loan Guaranty or grant of the relevant security interest becomes or would become effective with respect
to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity
Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant”
at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”


 


(h)          Section
6.01(i) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:


 


“(i)          Indebtedness
of any Person that becomes a Subsidiary after the date hereof; provided that (i) such Indebtedness exists at the time such Person
becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) the
aggregate principal amount of Indebtedness outstanding at any time pursuant to this clause (i) shall not at any time exceed the
sum of (A) $25,000,000 plus (B) the aggregate face amount of all Collateralized Letters of Credit issued for the account
of such Person at such time.”


 


(i)          Section
6.01(l) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:


 


“(l)          other
unsecured Indebtedness (including Indebtedness resulting from any Notes Offering), provided, that (i) such Indebtedness does not
require any scheduled principal payments prior to the date that is 181 days after the Maturity Date, and (ii) the stated maturity
date of such Indebtedness is not less than 181 days after the Maturity Date.”


 


(j)          Section
6.01(m) of the Credit Agreement is hereby deleted in its entirety.


 


(k)          Sections
6.04(c), (d) and (e) of the Credit Agreement are hereby amended by replacing all references to “$25,000,000” set forth
in each such Section with references to “$50,000,000.”


 


(l)          Section
6.04(n) of the Credit Agreement is hereby amended by replacing the reference to “$5,000,000” set forth in such Section
with a reference to “$15,000,000.”


 




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(m)          Section
6.04 of the Credit Agreement is hereby further amended by inserting the following new paragraph, immediately after subsection (n)
thereof:


 


“Notwithstanding any provision
to the contrary set forth in this Section 6.04, the Loan Parties and their Subsidiaries may use the net proceeds of (i) any incurrence
of Indebtedness by a Loan Party or Subsidiary permitted to be incurred under this Agreement or (ii) any issuance of Equity Interests
by a Loan Party or Subsidiary, to make any investment or consummate any Acquisition which is not otherwise permitted under clauses
(a) through (n) of this Section 6.04; provided, that (u) any Acquisition made pursuant to this sentence shall meet the requirements
set forth in clauses (II)(a) through (i) of the definition of “Permitted Acquisitions”; (v) no Default or Event of
Default shall have occurred and be continuing or would result from the making of such investment or the consummation of such Acquisition;
(w) the aggregate amount of any investment made pursuant to this sentence (or the aggregate cash consideration paid with respect
to any Acquisition pursuant to this sentence) shall not exceed an amount equal to (A) the aggregate amount of the net proceeds
from such incurrence of Indebtedness or issuance of Equity Interests, less (B) all amounts of such net proceeds utilized
to make other investments or Acquisitions pursuant to this sentence, or to make Restricted Payments pursuant to Section 6.08(f),
(x) such investment or Acquisition shall have been consummated within 270 days after the date of the incurrence of such Indebtedness
or issuance of such Equity Interests; (y) after giving effect to such investment, Availability shall equal or exceed the greater
of (A) 12.5% of the Aggregate Revolving Commitments in effect at such time and (B) $47,250,000; and (z) prior to the date on which
such investment is made (or such Acquisition is consummated), the Loan Parties shall have delivered to the Administrative Agent
a certificate of Financial Officer certifying as to compliance with the foregoing clauses (w), (x) and (y).”


 


(n)          Sections
6.05(h) and (i) of the Credit Agreement are hereby amended and restated in their entirety to read as follows:


 


“(h)          sales,
transfers or other dispositions by any Loan Party of Equity Interests in any Excluded Subsidiary or by any Excluded Subsidiary
of any assets of such Excluded Subsidiary; provided, that if the Net Proceeds from all such sales, transfers and dispositions exceed
$25,000,000 in any fiscal year, the Loan Parties shall cause the Loans to be repaid in accordance with Section 2.11(d) by an amount
equal to such excess; and


 


(i)          sales,
transfers and other dispositions of assets (other than Equity Interests of any Subsidiary that is a Loan Party) that are not permitted
by any other paragraph of this Section, provided that the aggregate fair market value of all assets sold, transferred or otherwise
disposed of in reliance upon this paragraph (j) during any fiscal year of Holdings shall not exceed an amount equal to 7.5% of
the consolidated total assets of Holdings and its Subsidiaries, determined as of the last day of the fiscal year most recently
ended prior to the date of such sale, transfer, or other disposition;”


 


(o)          Section
6.08 of the Credit Agreement is hereby amended by (i) amending and restating subsections (d) and (e) thereof in their entirety
to read as set forth below, and (ii) inserting a new subsection (f), immediately after subsection (e) of such Section, as follows:


 


“(d)          Holdings
may make regularly scheduled cash interest payments in respect of the Subordinated Seller Notes, provided, that (i) no Default
or Event of Default shall have occurred and be continuing at the time of or after giving effect to each such payment and (ii) the
aggregate amount of all such cash interest payments permitted to be paid under this clause (i) shall not exceed €200,000 during
any fiscal quarter of Holdings;


 




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(e)          the
Loan Parties may make Restricted Payments (including without limitation, payments of principal under the Subordinated Seller Notes,
payments of interest under the Subordinated Seller Notes not otherwise permitted under clause (d) above, payments in respect of
the Seller Earnout Obligation not permitted under clause (c) above and payments of principal in respect of any unsecured Indebtedness
incurred pursuant to Section 6.01(l)) not otherwise permitted under clauses (a) through (d) of this Section 6.08, provided that
(i) the Fixed Charge Coverage Ratio for the period of twelve consecutive months most recently ended prior to the making of each
such Restricted Payment for which financial statements are available (determined on a pro forma basis as if such Restricted Payment
and all borrowings related thereto had occurred on the first day of such period) shall equal or exceed 1.15 to 1.00, (ii) the Borrowers
shall have provided to the Administrative Agent a certificate of a Financial Officer of the Borrowers setting forth a calculation
of the Fixed Charge Coverage Ratio on a pro forma basis after giving effect to the making of each such Restricted Payment demonstrating
compliance with the foregoing clause (i), which certificate shall be in form and substance satisfactory to the Administrative Agent,
and (iii) on a pro forma basis, at all times during the period of sixty (60) days prior to and during the thirty (30) days after
the making of each such Restricted Payment, Availability (determined (x) as if all Revolving Loans incurred to fund such Restricted
Payment had occurred on the sixtieth day prior to the actual making of such Restricted Payment and (y) without giving effect to
any Seasonal Supplemental Amount in effect during such period) shall equal or exceed the greater of (A) 17.5% of the Aggregate
Revolving Commitments in effect at such time and (B) $65,250,000, and (iv) no Default or Event of Default shall have occurred and
be continuing at the time of or after giving effect to each such Restricted Payment; and


 


(f) the Loan
Parties and their Subsidiaries may use the net proceeds of (i) any incurrence of Indebtedness by a Loan Party or Subsidiary permitted
to be incurred under this Agreement or (ii) any issuance of Equity Interests by a Loan Party or Subsidiary, to make Restricted
Payments which are not otherwise permitted under clauses (a) through (e) of this Section 6.08; provided, that (v) no Default
or Event of Default shall have occurred and be continuing or would result from the making of such Restricted Payment; (w) the aggregate
amount of any Restricted Payment made pursuant to this clause (f) shall not exceed an amount equal to (A) the aggregate amount
of the net proceeds from such incurrence of Indebtedness or issuance of Equity Interests, less (B) all amounts of such net
proceeds utilized to make other Restricted Payments pursuant to this Section 6.08(f) or to make investments or Acquisitions pursuant
to the final sentence of Section 6.04, (x) such Restricted Payment shall have been made within 270 days after the date of the incurrence
of such Indebtedness or issuance of such Equity Interests; (y) after giving effect to such Restricted Payment, Availability shall
equal or exceed the greater of (A) 12.5% of the Aggregate Revolving Commitments in effect at such time and (B) $47,250,000; and
(z) prior to the date on which such Restricted Payment is made, the Loan Parties shall have delivered to the Administrative Agent
a certificate of Financial Officer certifying as to compliance with the foregoing clauses (w), (x) and (y).”


 


(p)          Article
VII of the Credit Agreement is hereby amended by (i) replacing the period “.” at the end of subsection (t) thereof
with a semi-colon “;”, (ii) inserting the word “or” immediately after such semicolon, and (iii) inserting
the following as a new subsection (u):


 




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“(u)          any
event or condition occurs which results in a mandatory redemption with respect to any material portion of the notes or other debt
instruments issued pursuant to any Notes Offering.”


 


(q)          Section
10.01 of the Credit Agreement is hereby amended by inserting the following proviso at the end of first sentence of such Section:


 


“; provided, however,
that the definition of “Guaranteed Obligations” shall not create any guarantee by any Loan Guarantor of (or grant of
security interest by any Loan Guarantor to support, as applicable) any Excluded Swap Obligations of such Loan Guarantor for purposes
of determining any obligations of any Loan Guarantor.”


 


(r)          Article
X of the Credit Agreement is hereby further amended by inserting the following new Section 10.13, immediately after Section 10.12
thereof:


 


“Section 10.13         Keepwell.
Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such
funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee
in respect of a Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13
for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13
or otherwise under this Loan Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and
not for any greater amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this Section
10.13 shall remain in full force and effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor intends
that this Section 10.13 constitute, and this Section 10.13 shall be deemed to constitute, a “keepwell, support, or other
agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange
Act.”


 


3.          Waiver
and Consent with respect to GH Bass Acquisition. The Borrowers have advised the Administrative Agent that the Borrowers intend
to acquire certain assets (including, without limitation, Inventory and Intellectual Property) of the GH Bass division of PVH Corp.
from PVH Retail Stores LLC and PVH Corp. (the “GH Bass Acquisition”). By their execution of this Amendment (subject
to the satisfaction of the conditions set forth in Section 5 of this Amendment, and in reliance on the representations and warranties
set forth in Section 4 of this Amendment), the Administrative Agent and the Lenders hereby consent to the GH Bass Acquisition and
agree that the GH Bass Acquisition shall be deemed to be a “Permitted Acquisition”. The Administrative Agent and the
Lenders hereby further agree that, notwithstanding any provision to the contrary set forth in the definition of “Permitted
Acquisitions,” Inventory acquired by the Borrowers in connection with the GH Bass Acquisition which would otherwise constitute
Eligible Inventory may, for a period of one hundred twenty (120) days after the consummation of the GH Bass Acquisition, be included
in the Borrowing Base at an advance rate of up to 50% of the cost of such Inventory (or such lower advance rate as the Administrative
Agent shall apply in its Permitted Discretion) without an Inventory appraisal or a field examination; provided that, unless
otherwise agreed by the Administrative Agent in its Permitted Discretion, such Inventory will cease to be included in the Borrowing
Base from and after the one hundred twentieth (120th) day after the consummation of the GH Bass Acquisition if the Administrative
Agent shall not have received an Inventory appraisal, a field examination and other due diligence acceptable to the Administrative
Agent on or prior to such date).


 




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4.          No
Default; Representations and Warranties, etc. Each of the Loan Parties represents and warrants to the Lenders and the Administrative
Agent that as of the date hereof (a) the representations of the Loan Parties contained in Article III of the Credit Agreement are
true and correct in all material respects (provided that if any representation or warranty is by its terms qualified by concepts
of materiality, such representation or warranty shall be true and correct in all respects) on and as of the date hereof as if made
on such date (except to extent that such representations and warranties expressly relate to an earlier date, in which case such
representations and warranties shall be true and correct as of such earlier date); (b) the Loan Parties are in compliance in all
material respects with all of the terms and provisions set forth in the Credit Agreement and the other Loan Documents; (c) no Default
or Event of Default has occurred and is continuing; and (d) the execution, delivery and performance by the Loan Parties of this
Amendment (i) have been duly authorized by all necessary company or corporate and, if required, member or shareholder action on
the part of the Loan Parties, (ii) will not violate in any material respect any applicable law or regulation or the organizational
documents of any Loan Party, (iii) will not violate in any material respect or result in a default under any indenture, agreement
or other instrument binding on any Loan Party or any of its assets and (iv) do not require any consent, waiver or approval of or
by any Person (other than the Lenders and the Administrative Agent) which has not been obtained.


 


5.            Effectiveness
of Amendment. This Amendment shall become effective upon the satisfaction of the following conditions:


 


(a)          The
Administrative Agent shall have received from each of the Loan Parties, the Supermajority Lenders and the Administrative Agent
either (i) a counterpart to this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative
Agent (which may include telecopy transmission of a signed signature page of this Amendment) that such party has signed a counterpart
to this Amendment.


 


(b)          The
Borrowers shall have paid all fees and other amounts due and payable to the Administrative Agent and its counsel and the Lenders
in connection with this Amendment, including, (i) the fees described in that certain Fee Letter dated as of September 16, 2013
between the Borrowers and the Administrative Agent, and (ii) to the extent invoiced, reimbursement or payment of all out-of-pocket
expenses required to be reimbursed or paid by the Borrowers under the Credit Agreement.


 


(c)          The
Administrative Agent shall have received such other documents from the Loan Parties as the Administrative Agent shall reasonably
request in connection herewith prior to the execution of this Amendment by the Loan Parties, all of which shall be satisfactory
in form and substance to the Administrative Agent.


 


6.            Miscellaneous.


 


(a)          The
Loan Parties, the Administrative Agent and the Lenders hereby ratify and confirm the terms and provisions of the Credit Agreement
and the other Loan Documents and agree that, except to the extent specifically amended hereby, the Credit Agreement, the other
Loan Documents and all related documents shall remain in full force and effect. Nothing contained herein shall constitute a waiver
of any provision of the Loan Documents, except such waivers or consents as are expressly set forth herein. This Amendment shall
be deemed to constitute a “Loan Document” as such term is defined in the Credit Agreement.


 




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(b)          The
Loan Parties agree to pay all reasonable expenses, including legal fees and disbursements, incurred by the Administrative Agent
in connection with this Amendment and the transactions contemplated thereby.


 


(c)          This
Amendment may be executed in any number of counterparts (including by way of facsimile or electronic transmission), each of which,
when executed and delivered, shall be an original, but all counterparts shall together constitute one instrument.


 


(d)          This
Amendment shall be governed by the laws of the State of New York and shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns.


 


[Remainder of page intentionally left blank]


 




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IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to Credit Agreement to be duly executed by their respective authorized officers as of
the day and year first above written.





 


	 	“BORROWERS”
	 	 
	 	G-III LEATHER FASHIONS, INC.
	 	 
	 	By: 	/s/Neal S. Nackman
	 	Name:	Neal S. Nackman
	 	Title:	V.P. - Finance
	 	 	 
	 	CK OUTERWEAR, LLC
	 	 
	 	By:	/s/Neal S. Nackman
	 	Name:	Neal S. Nackman
	 	Title:	V.P. - Finance
	 	 	 
	 	ANDREW & SUZANNE COMPANY INC.
	 	 
	 	By:	/s/Neal S. Nackman
	 	Name:	Neal S. Nackman
	 	Title:	V.P. - Finance
	 	 	 
	 	AM RETAIL GROUP, INC.
	 	By:	/s/Neal S. Nackman
	 	Name:	Neal S. Nackman
	 	Title:	V.P. - Finance


 


[Signature Page to Amendment to Credit Agreement]


 




    	 



    	 



    

 


	 	“LOAN GUARANTORS”
	 	 
	 	G-III APPAREL GROUP, LTD 
	 	 
	 	By:	/s/Neal S. Nackman
	 	Name:	Neal S. Nackman
	 	Title:	V.P. - Finance
	 	 	 
	 	G-III LICENSE COMPANY, LLC 
	 	 
	 	By:	/s/Neal S. Nackman
	 	Name:	Neal S. Nackman
	 	Title:	V.P. - Finance
	 	 	 
	 	AM APPAREL HOLDINGS, INC.
	 	 
	 	By:	/s/Neal S. Nackman
	 	Name:	Neal S. Nackman
	 	Title:	V.P. - Finance
	 	 	 
	 	G-III APPAREL CANADA ULC
	 	 
	 	By:	/s/Neal S. Nackman
	 	Name:	Neal S. Nackman
	 	Title:	V.P. - Finance
	 	 	 
	 	RIVIERA SUN, INC.
	 	 
	 	By:	/s/Neal S. Nackman
	 	Name:	Neal S. Nackman
	 	Title:	V.P. - Finance


  


[Signature Page to Amendment to Credit Agreement]


 




    	 



    	 



    

 


	 	“ADMINISTRATIVE AGENT”
	 	 	 
	 	JPMORGAN CHASE BANK, N.A., individually, as Administrative Agent
	 	 
	 	By:	/s/Donna DiForio
	 	Name: 	Donna DiForio
	 	Title: 	Authorized Officer
	 	 	 
	 	“LENDER”
	 	 	 
	 	JPMORGAN CHASE BANK, N.A., 
	 	as a Lender
	 	 	 
	 	By:	/s/Donna DiForio
	 	Name: 	Donna DiForio
	 	Title:	Authorized Officer


  


[Signature Page to Amendment to Credit Agreement]


 




    	 



    	 



    

 


	 	“LENDER”
	 	 	 
	 	BANK OF AMERICA, N.A., as a Lender
	 	 	 
	 	By:	/s/Adam Seiden
	 	Name:	Adam Seiden
	 	Title:	S.V.P.


  


[Signature Page to Amendment to Credit Agreement]


 




    	 



    	 



    

 


	 	“LENDER”
	 	 	 
	 	HSBC Bank USA, National Association, as a Lender
	 	 	 
	 	By:	/s/Stephanie Wong
	 	Name:	Stephanie Wong
	 	Title:	Vice President


  


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	 	“LENDER”
	 	 
	 	WELLS FARGO BANK, National Association, as a Lender
	 	 
	 	By:	/s/Erica Manoff
	 	Name:	Erica Manoff
	 	Title:	Vice President


  


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	 	“LENDER”
	 	 	 
	 	RBS CITIZENS BUSINESS CAPITAL, a division of

RBS ASSET FINANCE, INC., a subsidiary of

RBS CITIZENS, N.A., as a Lender
	 	 	 
	 	By:	/s/Michael Ganann
	 	Name:	Michael Ganann
	 	Title:	Senior Vice President


  


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	 	“LENDER”
	 	 
	 	TD BANK, N.A., as a Lender
	 	 
	 	By:	/s/Tracy A. Parker
	 	Name:	Tracy A. Parker
	 	Title:	Vice President


  


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	 	“LENDER”
	 	 	 
	 	U.S. Bank National Association, as a Lender
	 	 	 
	 	By:	/s/Kelli Lattanzio
	 	Name:	Kelli Lattanzio
	 	Title:	A.V.P.


  


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	 	“LENDER”
	 	 	 
	 	THE CIT GROUP/COMMERCIAL SERVICES, INC., as a Lender
	 	 	 
	 	By:	/s/Michael Meehan
	 	Name:	Michael Meehan
	 	Title:	Director


  


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	 	“LENDER”
	 	 
	 	BMO Harris Bank N.A., as a Lender
	 	 
	 	By:	/s/Kara Goodwin
	 	Name:	Kara Goodwin
	 	Title:	Director


  


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	 	“LENDER”
	 	 	 
	 	ISRAEL DISCOUNT BANK of new york, 
	 	as a Lender
	 	 	 
	 	By:	/s/Irene Spector
	 	Name:	Irene Spector
	 	Title:	Senior Vice President
	 	 	 
	 	By:	/s/Alfred J. Franco
	 	Name:	Alfred J. Franco
	 	Title:	First Vice President


  


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	 	“LENDER”
	 	 	 
	 	REGIONS BANK, as a Lender
	 	 	 
	 	By:	/s/Daniel Wells
	 	Name:	Daniel Wells
	 	Title:	Attorney in Fact


  


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	 	“LENDER”
	 	 	 
	 	CAPITAL ONE LEVERAGE FINANCE CORP., as a Lender
	 	 	 
	 	By:	/s/Donna Lubin
	 	Name:	Donna Lubin
	 	Title:	Vice President


  


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	 	“LENDER”
	 	 	 
	 	SOVEREIGN BANK, N.A., as a Lender
	 	 	 
	 	By:	/s/Michael J. Reilly
	 	Name:	Michael J. Reilly
	 	Title:	S.V.P.


  


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	 	“LENDER”
	 	 
	 	Webster Business Credit Corporation, as a Lender
	 	 	 
	 	By:	/s/Gordon Massave
	 	Name:	Gordon Massave
	 	Title:	Vice President


  


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	 	“LENDER”
	 	 	 
	 	BANK LEUMI USA, as a Lender
	 	 	 
	 	By:	/s/Iris Steinhardt
	 	Name:	Iris Steinhardt
	 	Title:	Vice President
	 	 	 
	 	By:	/s/Iesha Campbell
	 	Name:	Iesha Campbell
	 	Title:	Assistant Treasurer


  


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