Exhibit 10.4


 


PROMISSORY NOTE


 


THE LIENS AND SECURITY INTERESTS GRANTED
BY THE BORROWER TO THE NOTEHOLDER UNDER THE SECURITY AGREEMENT (AS DEFINED BELOW) TO SECURE THE OBLIGATIONS AND THE INDEBTEDNESS
EVIDENCED BY THIS NOTE AND THE EXERCISE OF ANY RIGHTS, REMEDIES, DUTIES AND OBLIGATIONS PROVIDED FOR IN THIS NOTE AND IN THE SECURITY
AGREEMENT ARE SUBJECT TO THE PROVISIONS SET FORTH IN THAT CERTAIN SELLER NOTE SUBORDINATION AGREEMENT, DATED AS OF THE DATE HEREOF
(THE “INTERCREDITOR AGREEMENT”), AMONG THE NOTEHOLDER, BARCLAYS BANK PLC, JPMORGAN CHASE BANK, N.A. AND THE BORROWER,
AND EACH HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF SUCH INTERCREDITOR AGREEMENT AND IN
THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THIS NOTE OR THE TERMS OF THE SECURITY AGREEMENT AND THE TERMS OF THE INTERCREDITOR
AGREEMENT, THE TERMS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN.


 


JUNIOR LIEN SECURED PROMISSORY NOTE


 





	$125,000,000.00	December 1, 2016




 


FOR VALUE RECEIVED, and
subject to the terms and conditions set forth herein, G-III Leather Fashions, Inc., a New York corporation, and G-III Apparel Group,
Ltd., a Delaware corporation (individually and collectively, and jointly and severally, the “Borrower”), hereby
unconditionally promise to pay to the order of LVMH Moet Hennessy Louis Vuitton Inc., a Delaware corporation, or its assigns (the
“Noteholder,” and together with the Borrower, the “Parties”), the principal amount of One
Hundred Twenty-Five Million and No/100 Dollars ($125,000,000.00) (the “Loan”), together with all accrued interest
thereon, as provided in this Junior Lien Secured Promissory Note (this “Note”). For purposes of this Note, the
Loan shall be apportioned as follows: Seventy-Five Million and No/100 Dollars of the Loan shall be referred to as (the “First
Loan Portion”) and Fifty Million and No/100 Dollars of the Loan shall be referred to as (the “Second Loan Portion”)


 


1.         Reference
to Purchase Agreement. This Note is executed and delivered pursuant to that certain Stock Purchase Agreement, dated as
of July 22, 2016, by and among Borrower and the Noteholder, as amended by the certain Amendment No. 1 dated as of November 30,
2016 (as so amended, the “Purchase Agreement”). Capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the Purchase Agreement.


 


2.         Repayment;
Prepayment.


 


2.1          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 (i) with respect to the First Loan Portion, June 1, 2023 (ii) with respect to the Second Loan
Portion, December 1, 2023, and (iii) the date on which all amounts under this Note shall become due and payable pursuant to Section
7.


 




    	 	 	 



     


    

  


2.2          The
Borrower may prepay the Loan in whole or in part (and, if in part, the Borrower shall specify how much of such prepayment relates
to the First Loan Portion and the Second Loan Portion, respectively) at any time or from time to time without penalty or premium
by paying the principal amount to be prepaid together with accrued interest and all other amounts due thereon to the date of prepayment.
No prepaid amount may be reborrowed.


 


3.         Interest.


 


3.1          Interest
Rate. Except as otherwise provided herein, the outstanding principal amount of the Loan made hereunder shall bear interest
at the simple interest rate equal to two percent (2%) per annum (the “Applicable Rate”) from the date hereof
until, but not including, the day that the Loan is paid in full, whether at maturity, upon acceleration, by prepayment or otherwise.


 


3.2          Interest
Payment Dates. The Borrower shall pay interest on the Loan quarterly in arrears to the Noteholder on the last Business Day
of each March, June, September and December commencing on the first such date to occur after the execution of this Note.


 


3.3          Default
Interest. If any amount payable hereunder is not paid when due (without regard to any applicable grace periods), whether at
stated maturity, by acceleration or otherwise, such overdue amount shall bear interest at the Applicable Rate plus two percent
(2%) per annum (the “Default Rate”) from the date of such non-payment until such amount is paid in full.


 


3.4          Computation
of Interest. All computations of interest shall be made on the basis of a year of 365 days (or 366 days, in the event of a
leap year) and the actual number of days elapsed. Interest shall accrue on the Loan from the original date of issuance of this
Note, and shall not accrue on the Loan for the day on which it is paid.


 


3.5          Interest
Rate Limitation. If at any time and for any reason whatsoever, the interest rate payable on the Loan shall exceed the maximum
rate of interest permitted to be charged by the Noteholder to the Borrower under applicable law, that portion of each sum paid
attributable to that portion of such interest rate that exceeds the maximum rate of interest permitted by applicable law shall
be deemed a voluntary prepayment of principal.


 


4.         Payment
Mechanics.


 


4.1          Manner
of Payments. All payments of interest and principal shall be made in lawful money of the United States of America no later
than 12:00 PM (Eastern time) on the date on which such payment is due by cashier’s check, certified check or by wire transfer
of immediately available funds to the Noteholder’s account at a bank specified by the Noteholder in writing to the Borrower
from time to time.


 


4.2          Application
of Payments. All payments made hereunder shall be applied first to the payment of any fees or charges outstanding hereunder,
second to accrued interest, and third to the payment of the principal amount outstanding under the Note.


 




    	 	2	 



     


    

  


4.3          Business
Day Convention. Whenever any payment to be made hereunder shall be due on a day that is not a Business Day, such payment shall
be made on the next succeeding Business Day and such extension will be taken into account in calculating the amount of interest
payable under this Note.


 


4.4          Rescission
of Payments. If at any time any payment made by the Borrower under this Note is rescinded or must otherwise be restored or
returned upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, the Borrower’s obligation to make
such payment shall be reinstated as though such payment had not been made.


 


5.         Security
Agreement. The Borrower’s performance of its obligations hereunder is secured by a security interest in the collateral
specified in the Security Agreement, dated as of the date hereof (the “Security Agreement”), by and among Borrower
and the Noteholder.


 


6.         Events
of Default. The occurrence and continuance of any of the following shall constitute an Event of Default hereunder:


 


6.1          Failure
to Pay. The Borrower fails to pay (a) any principal amount of the Loan when due or (b) interest or any other amount when due
and such failure continues for five (5) Business Days after the due date thereof.


 


6.2          Breach
of Representations and Warranties. Any representation or warranty made or deemed made by the Borrower to the Noteholder in
the Security Agreement is incorrect in any material respect on the date as of which such representation or warranty was made or
deemed made.


 


6.3          Breach
of Covenants. The Borrower fails to observe or perform in any material respect any covenant, obligation, condition or agreement
contained in this Note or the Security Agreement that is not qualified as to materiality, or fails to observe or perform in any
respect any other covenant, obligation, condition or agreement contained in this Note, the Purchase Agreement or the Security Agreement
that is qualified as to materiality, in each case, other than those specified in Section 6.1 hereof and such failure continues
for thirty (30) days after written notice by the Noteholder to the Borrower.


 


6.4          Cross-Acceleration.
The Borrower shall default under any mortgage, indenture or instrument under which there is issued or by which there is secured
or evidenced any Indebtedness for money borrowed by the Borrower or the payment of which is guaranteed by the Borrower (other than
Indebtedness owed to any subsidiary of the Borrower), whether such Indebtedness or guarantee now exists or is created after the
date hereof, if both:


 


(a) such default
either results from the failure to pay any principal of such Indebtedness at its stated final maturity (after giving effect to
any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at
its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior
to its stated final maturity; and


 




    	 	3	 



     


    

  


(b) the principal
amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal
at its stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated,
aggregates $35.0 million or more at any one time outstanding.


 


For purpose of this Section 6.4:


 


“Indebtedness” of any Person means,
without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds,
debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid,
(d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by
such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding accounts
and other trade payables not overdue more than 90 days incurred in the ordinary course of business), (f) all Indebtedness of others
secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any
Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all Capital
Lease Obligations of such Person, (h) all obligations, contingent or otherwise, of such Person as an account party in respect of
letters of credit and letters of guaranty, (i) all obligations, contingent or otherwise, of such Person in respect of bankers’
acceptances, (j) all obligations of such Person under any earn-out or similar arrangement, to the extent such obligations would
appear as a liability on a balance sheet (excluding the footnotes) of such person in accordance with GAAP, (k) any other Off-Balance
Sheet Liability of such Person; and (l) all guarantees by such Person of Indebtedness (described in the other clauses of this definition)
of others, provided that for the avoidance of doubt, any guarantee by the Borrower of obligations of another Person that do not
constitute Indebtedness of such Person shall not constitute Indebtedness of the Borrower. The Indebtedness of any Person shall
include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent
such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity,
except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.


 


“Lien” means, with respect to any
asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such
asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement
(or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in
the case of securities, any purchase option, call or similar right of a third party with respect to such securities.         


 


“Capital Lease Obligations” of any
Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the
right to use) real or personal property, or a combination thereof, which obligations are required to be classified and


 




    	 	4	 



     


    

  


accounted for as capital leases on a balance sheet of such Person
under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.


 


“Off-Balance Sheet Liability” of
a Person means (a) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such
Person, (b) any indebtedness, liability or obligation under any so-called “synthetic lease” transaction entered into
by such Person, or (c) any indebtedness, liability or obligation arising with respect to any other transaction which is the functional
equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheets of such Person (other
than operating leases).


 


“Person” means any natural person,
corporation, limited liability company, trust, joint venture, association, company, partnership, governmental authority or other
entity.


 


6.5          Bankruptcy


 


(a)          an
involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization,
arrangement or other relief in respect of the Borrower or its debts, or of a substantial part of its assets, under any federal,
state, provincial, territorial or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the
appointment of a receiver, interim receiver, receiver and manager, trustee, custodian, sequestrator, conservator or similar official
for the Borrower or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed
for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;



 


(b)          the
Borrower shall (i) voluntarily commence any plan of arrangement, proposal or proceeding, or make an assignment into bankruptcy
or file any petition seeking liquidation, reorganization or other relief under any federal, state, provincial, territorial or foreign
bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail
to contest in a timely and appropriate manner, any proceeding or petition described in clause (a) of this Section 6.5, (iii) apply
for or consent to the appointment of a receiver, interim receiver, receiver and manager, trustee, custodian, sequestrator, conservator
or similar official for the Borrower or for a substantial part of its assets, (iv) file an answer admitting the material allegations
of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take
any action for the purpose of effecting any of the foregoing.


 


7.         Remedies.   Upon
the occurrence of any Event of Default and at any time thereafter during the continuance of such Event of Default, the Noteholder
may at its option, by written notice to the Borrower (a) declare the entire principal amount of this Note, together with all accrued
interest thereon and all other amounts payable hereunder, immediately due and payable; and/or (b) exercise any or all of its rights,
powers or remedies under the Security Agreement or applicable law, subject to any applicable limitations set forth in the Intercreditor


 




    	 	5	 



     


    

  


Agreement; provided, however,
that, if an Event of Default described in Section 6.5 shall occur, the principal of and accrued interest on the Loan shall
become immediately due and payable without any notice, declaration or other act on the part of the Noteholder.


 


8.         Indemnification.  The
Borrower shall and hereby does indemnify the Noteholder against any and all losses and expenses (including attorneys’ reasonable
fees and costs), and shall pay to the Holder on demand the amount of all such losses and expenses, that the Noteholder sustains
or incurs, whether directly or indirectly, as a consequence of the occurrence of any event or condition that entitles or would,
with the passage of time, giving of notice, or both, entitle the Noteholder to accelerate the indebtedness of the Borrower due
under this Note. Any loss or expense due and owing to the Noteholder pursuant to the terms and provisions of this Section 8
shall bear interest at the Default Rate from and after the date that is ten (10) Business Days after demand is made to the indemnifying
party for payment of such loss or expense and continuing through the date on which all such losses, expenses and interest are paid
in full.


 


9.         Miscellaneous.


 


9.1          Successors
and Assigns.  This Note may be assigned or transferred by the Noteholder to any direct or indirect wholly-owned subsidiary
of LVMH Moet Hennessy Louis Vuitton SE without the prior written consent of the Noteholder and to any other Person only after receipt
of the prior consent of the Noteholder. The Borrower may not assign or transfer this Note or any of its rights hereunder without
the prior written consent of the Noteholder. This Note shall inure to the benefit of, and be binding upon, the Parties and their
permitted assigns.


 


9.2          Legal
Tender of United States.  All payments hereunder shall be made in coin or currency which at the time of payment is
legal tender in the United States of America for public and private debts.


 


9.3          Time
of Essence.  Time is of the essence of this Note.


 


9.4          Notices.  All
notices, requests, demands, claims and other communications required or permitted hereunder shall be in writing and shall be sent
by nationally recognized overnight courier. Any notice, request, demand, claim or other communication required or permitted hereunder
will be deemed duly delivered one (1) Business Day (or five (5) Business Days of being sent internationally) after being sent by
nationally recognized commercial overnight courier service, with confirmation of receipt, to the Borrower or the Noteholder at
the following addresses (or at such other addresses for the Borrower or the Noteholder as shall be specified upon like notice):


 


(a)          if
to the Noteholder:


 


LVMH Moet Hennessy Louis Vuitton Inc.


19 East 57th Street


New York, New York 10022


 




    	 	6	 



     


    

  


Attention: Anish Melwani


 


with a copy to:


 


LVMH Moët Hennessy Louis Vuitton SE


22, avenue Montaigne


75008 Paris


France


Attention: M. Bernard Kuhn


 


and a copy to:


 


LVMH Moet Hennessy Louis Vuitton Inc.


19 East 57th Street


New York, New York 10022


Attention: Louise Firestone, Esq.


 


Barack Ferrazzano Kirschbaum & Nagelberg LLP


200 W. Madison Street


Suite 3900


Chicago, Illinois 60606


Attention:Peter
J. Barack, Esq.


 


(b)          if
to the Borrower:


 


G-III Apparel Group, Ltd.


512 Seventh Avenue


New York, New York 10018


Attention: Wayne S. Miller


 


with a copy to:


 


Norton Rose Fulbright US LLP


1301 Avenue of the Americas


New York, New York 10019


Attention:   Neil Gold, Esq.


      Manuel G. Rivera, Esq.


 


Notwithstanding the foregoing, any Party may
send any notice, request, demand, claim, or other communication required or permitted hereunder to the intended recipient at the
address set forth above using any other means (including personal delivery, messenger service, facsimile


 




    	 	7	 



     


    

  


transmission, ordinary mail or electronic mail);
provided, however, that no such notice, request, demand, claim, or other communication will be deemed to have been duly
given unless and until it actually is received by the intended recipient. Any Party may change the address to which notices, requests,
demands, claims, and other communications required or permitted hereunder are to be delivered by giving the other Parties notice
in the manner herein set forth.


 


9.5          Expenses.  The
Borrower shall reimburse the Noteholder on demand after receipt of a reasonably detailed invoice from the Noteholder for all reasonable
and documented out-of-pocket costs, expenses and fees (including reasonable expenses and fees of one firm of legal counsel) incurred
by the Noteholder in connection with the enforcement of the Noteholder’s rights under this Note and the Security Agreement.


 


9.6          Confidential
Arbitration.


 


(a)          Any
claims or disputes arising out of, relating to, or in connection with this Note will be finally settled by arbitration under the
Rules of Arbitration of the International Chamber of Commerce in force at the date of the request for arbitration (the “ICC
Rules”), including the rules thereof pertaining to the production of documents and other information, except as they
may be modified herein (including in Section 9.6(a) below) or by mutual agreement of the Parties. The seat of the arbitration
will be New York, New York, and it will be conducted in the English language. To the extent feasible, multiple claims shall be
consolidated in a single proceeding. It is the intention of the Parties that all proceedings initiated pursuant to this Section
9.6 be conducted as expeditiously as reasonably possible. Each Party understands that by making or accepting this Note, it
is waiving any right it may have to file a lawsuit or other civil action or proceeding relating to this Note, and that it is waiving
any right that it may have to resolve disputes through trial by jury.


 


(b)          A
Party seeking arbitration (the “Claimant”) will nominate an arbitrator in the request for arbitration and statement
of claim (the “Request for Arbitration”), subject to confirmation by the International Court of Arbitration
of the International Chamber of Commerce (the “ICC Court”) or Secretary General of the International Chamber
of Commerce (the “Secretary General”), as provided in the ICC Rules. After filing the Request for Arbitration
is complete pursuant to the ICC Rules, the Claimant will serve the Request for Arbitration upon the other Party. Within ten (10)
Business Days of receipt of the filed Request for Arbitration, the Party against whom the claim is made (the “Respondent”)
will file and serve the Answer to the Request for Arbitration and notify the Claimant and the ICC Court of an arbitrator that it
nominates, subject to confirmation as provided in the ICC Rules. Upon confirmation by the ICC Court or the Secretary General of
the two arbitrators nominated by the Parties, such two arbitrators will select a third arbitrator, who, once confirmed, shall serve
as chairman of the arbitral panel; the nomination of the third arbitrator shall be made within ten (10) Business Days of the confirmation
of the arbitrators nominated by the Parties. If the arbitrators nominated by the Claimant and the Respondent cannot agree on a
third arbitrator within such time period, then the ICC Court will appoint the third arbitrator, who shall serve as chairman of
the arbitral panel. By whomever appointed, the three arbitrators will act as the sole arbitrators in the arbitral proceeding. The
Parties specifically agree that, as to any


 




    	 	8	 



     


    

  


proceeding initiated
pursuant to this Section 9.6: (i) the arbitrators will be empowered to award and order equitable or injunctive relief with
respect to matters brought before them; (ii) any taking of evidence that may be required shall be handled expeditiously, and all
disputes regarding the taking of evidence shall be resolved by the arbitrators within ten (10) Business Days, or as soon thereafter
as practicable. It is the intent of the Parties that barring extraordinary circumstances or unavailability of members of the arbitral
panel, (i) a hearing on the merits of all claims for which arbitration is sought by either Party shall be commenced not later than
ninety (90) days from the date the ICC arbitration panel conducts the initial case management conference, following issuance of
the arbitral panel’s “Terms of Reference,” in accordance with the ICC Rules, and (ii) the arbitral panel will
submit a written draft award to the ICC Court for its review, which shall reveal the essential findings and conclusions on which
the award is based, within thirty (30) days after the conclusion of such hearing. Failure to adhere to these time limits shall
not be a basis for challenging the award or challenging the arbitral tribunal’s jurisdiction. With respect to any arbitration
proceeding arising under this Note, the Parties further agree that with respect to any discovery in such proceeding: (i) the arbitrators
will not be empowered to provide for any requests for documents beyond one (1) set of requests by each Party for the production
of documents by the other Party, which requests shall be submitted within five (5) Business Days of Respondent’s submission
of its Answer to the Request for Arbitration; and (ii) each Party will be limited to one deposition, with the Noteholder entitled
to take a single deposition of one (1) corporate representative of the Borrower and the Borrower entitled to take a single deposition
of one (1) corporate representative of the Noteholder, such corporate representative depositions to be consistent with Federal
Rule of Civil Procedure 30(b)(6). The award will be final and binding and non-appealable, and judgment thereon may be entered by
any Court of Competent Jurisdiction.


 


(c)          The
Parties agree that each of them shall bear all of their own fees, costs and expenses in connection with any arbitral proceeding
initiated pursuant to this Section 9.6, including but not limited to attorneys’ fees. The cost of the three arbitrators
shall be shared equally by the Claimant and the Respondent.


 


(d)          Arbitration
pursuant to this Section 9.6 shall be the exclusive method available for resolution of claims, disputes and controversies
described in this Section 9.6, and the Parties stipulate that the provisions hereof shall be a complete defense to
any suit, action, or proceeding in any court or before any administrative or arbitration tribunal with respect to any such claim,
controversy or dispute.


 


(e)          Notwithstanding
the terms of this Section 9.6, each Party acknowledges and agrees that the other Parties may be damaged irreparably if this
Note is not performed in accordance with its terms or otherwise is breached, and that, at any time before and after a demand notice
is presented, the Parties shall be free to apply to any Court of Competent Jurisdiction for interim or conservatory measures (including
temporary conservatory injunctions), in each case to prevent breaches of this Note, and to enforce specifically this Note and its
terms. The Parties acknowledge and agree that any such action by a Party shall not be deemed to be a breach of such Party’s
obligation to arbitrate all disputes under this Section 9.6 or infringe upon the powers of any arbitral panel.


 




    	 	9	 



     


    

  


(f)           The
Parties shall keep confidential, and not disclose the fact that there is a dispute between the Parties, the details of the dispute,
the fact of the arbitration and all details relating to the proceeding, except as required by Legal Requirement and consistent
with the Parties’ right to limited judicial review of the arbitrator’s award. All statements, documents, claims, demands,
transcripts, evidence, discovery materials or communications, whether oral, written, electronic or in any other form, that are
submitted or prepared by any Party in connection with an arbitration proceeding initiated pursuant to this Section 9.6 shall
be Confidential Information for the purposes of the Purchase Agreement.


 


9.7          Governing
Law; Court of Competent Jurisdiction.   This Note shall be governed by and construed in accordance with the
laws of the State of New York. Any proceeding initiated pursuant to Section 9.6 above shall incorporate the substantive
laws of the State of New York, except as modified by the terms of Section 9.6. The Parties agree that any permissible action
arising out of or relating to this Note, including but not limited to an action for injunctive or provisional relief or in connection
with an arbitral award or proceeding, shall be brought exclusively in a state or federal court of competent subject matter jurisdiction
located in the State of New York, New York County (a “Court of Competent Jurisdiction”), irrevocably submit
to the personal jurisdiction of any such court, and waive any objection to the venue of such court and any argument that such court
is an inconvenient forum.


 


9.8          No
Third Party Beneficiary.  This Note is made for the sole benefit of the Parties, and no other Person shall be deemed
to have any privity of contract hereunder nor any right to rely hereon to any extent or for any purpose whatsoever, nor shall any
other Person have any right of action of any kind hereon or be deemed to be a third party beneficiary hereunder.


 


9.9          Interpretation.   For
purposes of this Note (a) the words “include,” “includes” and “including” shall be deemed to
be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,”
“hereof,” “hereby,” “hereto” and “hereunder” refer to this Note as a whole. The
definitions given for any defined terms in this Note shall apply equally to both the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. Unless the
context otherwise requires, references herein: (x) to Sections mean the Sections of this Note; (y) to an agreement, instrument
or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to
the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes
any successor legislation thereto and any regulations promulgated thereunder. This Note shall be construed without regard to any
presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument
to be drafted.


 


9.10        Headings.  The
headings of the various Sections and subsections herein are for reference only and shall not define, modify, expand or limit any
of the terms or provisions hereof.


 




    	 	10	 



     


    

  


9.11        Waiver
of Notice.  The Borrower hereby waives demand for payment, presentment for payment, protest, notice of payment, notice
of dishonor, notice of nonpayment, notice of acceleration of maturity and diligence in taking any action to collect sums owing
hereunder.


 


9.12        Amendments
and Waivers.   No term of this Note may be waived, modified or amended except by an instrument in writing signed
by the Parties. Any waiver of the terms hereof shall be effective only in the specific instance and for the specific purpose given.


 


9.13        No
Waiver; Cumulative Remedies.  No failure to exercise and no delay in exercising on the part of the Noteholder, of
any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of
any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right,
remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any
rights, remedies, powers and privileges provided by law or under the Security Agreement.


 


9.14        Severability.   If
any term or provision of this Note or the Security Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity,
illegality or unenforceability shall not affect any other term or provision of this Note or the Security Agreement or invalidate
or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision
is invalid, illegal or unenforceable, the Parties hereto shall negotiate in good faith to modify this Note 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 greatest extent possible.


 


[SIGNATURE PAGE FOLLOWS]


 




    	 	11	 



     


    

 





THIS NOTE AND THE INDEBTEDNESS EVIDENCED
HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SELLER NOTE SUBORDINATION AGREEMENT, DATED AS
OF DECEMBER 1, 2016, BY AND BETWEEN LVMH MOET HENNESSY LOUIS VUITTON INC., BARCLAYS BANK PLC AND JPMORGAN CHASE BANK, N.A., AND
EACH HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF SUCH SELLER NOTE SUBORDINATION AGREEMENT.




 


IN WITNESS WHEREOF, the
Borrower has executed this Note as of the date first written above.


 


	G-III LEATHER FASHIONS, INC.	 
	 	 	 
	By: 	/s/ Wayne S. Miller	 
	Name:  Wayne S. Miller	 
	Title: Sr. VP, Secretary & Treasurer	 
	 	 	 
	G-III APPAREL GROUP, LTD.	 
	 	 	 
	By: 	/s/ Wayne S. Miller	 
	Name:  Wayne S. Miller	 
	Title: Chief Operating Officer