Exhibit 10.1


 


AMENDMENT NO. 1 TO STOCK
PURCHASE AGREEMENT


 


This AMENDMENT NO. 1 TO
STOCK PURCHASE AGREEMENT (this “Amendment”), made and entered into as of November 30, 2016, by and between G-III
Apparel Group, Ltd., a Delaware corporation (“Purchaser”), and LVMH Moet Hennessy Louis Vuitton, Inc., a Delaware
corporation (“Seller”);


 


W I T N E S S E T H: THAT


 


WHEREAS, Purchaser
and Seller are parties to that certain Stock Purchase Agreement, dated July 22, 2016 (the “Purchase Agreement”);
and


 


WHEREAS, Purchaser
and Seller desire to amend the Purchase Agreement to, among other things: (i) alter the definition of Unpaid Restructuring Costs,
(ii) clarify certain Closing requirements and (iii) increase the principal amount of the LVMH Note and modify the form of Junior
Lien Secured Promissory Note attached as Exhibit B to the Purchase Agreement;


 


NOW, THEREFORE,
in consideration of the mutual covenants, conditions and agreements set forth herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:


 


1.           Defined
Terms. Unless otherwise defined in this Amendment, all capitalized terms used herein shall have the meanings assigned to
such terms in the Purchase Agreement.


 


2.           Delayed
Employee Costs. Section 1 of the Purchase Agreement is hereby amended by deleting the defined term “Delayed Employee
Costs” and inserting the following defined term:


 


“Delayed
Employee and Other Costs” means Five Million One Hundred Fifty Seven Thousand Dollars ($5,157,000) to be paid for certain
future employee and other costs.


 


In addition, each reference
in the Purchase Agreement to “Delayed Employee Costs” shall be replaced with “Delayed Employee and Other Costs.”


 


3.           Closing
Date. The first sentence of Section 2.1(b) of the Purchase Agreement is hereby deleted in its entirety and replaced with
the following: “Subject to the satisfaction or waiver of all of the conditions to the Closing contained in Sections
7.1, 7.2 and 7.3, the closing of the Transaction (the “Closing”) shall take place at a
location to be agreed upon by the Parties, on the earliest of the following dates that is at least five (5) Business Days after
the date on which the satisfaction or waiver of the conditions to the Closing contained in Sections 7.1, 7.2
and 7.3 occurs (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the
fulfillment or waiver of those conditions): December 1, 2016; December 7, 2016; December 14, 2016; January 2, 2017; January 12,
2017; January 19, 2017; and February 1, 2017.”


 







     


     


    

  


4.           LVMH
Note.


 


4.1.      Section
1 of the Purchase Agreement is hereby amended by amending the definition of Cash Consideration to replace the phrase “Seventy
Five Million Dollars ($75,000,000)” contained in subsection (ii) thereof with “One Hundred Twenty Five Million Dollars
($125,000,000)”.


 


4.2.      Section
2.3(b) of the Purchase Agreement is hereby amended by replacing each reference to “Seventy Five Million Dollars ($75,000,000)”
contained therein with “One Hundred Twenty Five Million Dollars ($125,000,000)”.


 


4.3.      Exhibit
B of the Purchase Agreement is hereby amended as follows:


 


(a)          increasing
the amount of the note from Seventy Five Million Dollars ($75,000,000.00) to One Hundred Twenty Five Million Dollars ($125,000,000.00);


 


(b)          amending
the principal amount as stated in the preamble to read as follows, “the principal amount of One Hundred Twenty-Five Million
and No/100 Dollars ($125,000,000.00)”; and


 


(c)          deleting
Section 2.1 thereof in its entirety and replacing it with the following: “The unpaid principal amount of the Loan, accrued
and unpaid interest and other amounts payable under this Note shall be due and payable as follows: (i) Seventy Five Million Dollars
($75,000,000) of unpaid principal and all accrued and unpaid interest with respect to such principal shall be due and payable on
the earlier of (a) [insert date that is 6.5 years after the date of the Note (i.e., 6 months after the maturity of the term
loan)] and (b) the date on which all amounts under this Note shall become due and payable pursuant to Section 7; and
(ii) the aggregate unpaid principal amount of the Loan, all accrued and unpaid interest and all other amounts payable under this
Note shall be due and payable on the earlier of (a) [insert date that is 7 years after the date of the Note (i.e. 12 months
after the maturity of the term loan)] and (b) the date on which all amounts under this Note shall become due and payable pursuant
to Section 7.”


 


5.           Payoff
Letters. Seller hereby represents and warrants that, as of the date of this Amendment and as of immediately prior to the
Closing, (i) no member of the DK Group has any unpaid Financial Debt in favor HSBC or Citibank and (ii) neither HSBC nor Citibank
has any claim or rights against the DK Group relating to or in connection with any Financial Debt. In reliance on the foregoing,
Purchaser agrees that delivery by Seller at Closing of payoff letters executed by HSBC and Citibank pursuant to Section 2.1(c)(ii)(J)
of the Purchase Agreement shall not be required.


 


6.           Efficacy.
Except as specifically provided herein, this Amendment does not in any way waive, amend, modify, affect or impair the terms and
conditions of the Purchase Agreement, and all terms and conditions of the Purchase Agreement are hereby ratified and confirmed
and shall remain in full force and effect unless otherwise specifically amended, waived, modified or changed pursuant to the terms
and conditions of this Amendment. All references in the Purchase Agreement to the term “this Agreement” shall be deemed
to refer to the Purchase Agreement referenced in, and as amended by, this Amendment.


 




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7.           Counterparts.
This Amendment may be executed in one or more counterparts (any of which may be delivered by facsimile or other electronic transmission),
all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been
signed by each of the Parties and delivered to the other Parties, it being understood that all Parties need not sign the same counterpart.


 


8.           Governing
Law. This Amendment will be governed by and construed in accordance with the laws of the State of New York without regard
to applicable principles of choice or conflicts of law that would cause application of the laws of any other jurisdiction.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF,
the Parties have caused this Amendment to be executed and delivered by each of them or their respective officers thereunto duly
authorized, all as of the date first written above.


 


	G-III APPAREL GROUP, LTD.	 
	 	 	 
	By:	/s/ Wayne S. Miller	 
	Name:     Wayne S. Miller	 
	Title:       Chief Operating Officer	 
	 	 	 
	LVMH MOET HENNESSY LOUIS VUITTON INC.	 
	 	 	 
	By:	/s/ Anish Melwani	 
	Name:    Anish Melwani	 
	Title:      Chairman	 


 


[Signature Page to Amendment No. 1 to Stock
Purchase Agreement]