Exhibit
10.41


 


REAFFIRMATION OF
PLEDGE AGREEMENT


 


May 21,
2010


 


HSBC Bank USA, National
Association


452 Fifth Avenue


New York, New York 10018


 


Ladies and Gentlemen:


 


The undersigned executed
and delivered to Agent (as hereafter defined) a Pledge Agreement dated as of June
20, 2005 (as amended, restated, supplemented, or otherwise modified from time
to time, the “Pledge Agreement”) pursuant to which the undersigned, Rafaella
Apparel Group, Inc. (“Pledgor”), a Delaware corporation pledged, assigned,
hypothecated, transferred and granted (the “Pledge”) to Agent for its benefit
and the ratable benefit of Lenders certain Collateral including, without
limitation, certain Pledged Stock.  The
Pledge was made in order to secure certain Indebtedness including, without
limitation, all Obligations of Pledgor to Agent under that certain Financing Agreement
dated as of June 20, 2005 (as amended, restated, modified or supplemented from
time to time, the “Financing Agreement”) among Pledgor, Verrazano, Inc. (“Verrazano”),
each other subsidiary of Pledgor which becomes a guarantor of the Obligations
thereunder from time to time, the various financial institutions which are a
party thereto (each a “Lender” and collectively, “Lenders”) and HSBC Bank USA,
National Association (“HSBC”), as agent for Lenders (HSBC in such capacity, “Agent”).  All capitalized terms not otherwise defined
herein shall have the meanings set forth in the Pledge Agreement.


 


The undersigned hereby:


 


(a)           acknowledges that
the Financing Agreement is being amended and restated pursuant to the terms of
that certain Amended and Restated Financing Agreement, dated as of May 21, 2010
(the “Restated Financing Agreement”) among Borrower, Verrazano, Lenders, the
Term Lender (as defined in the Restated Financing Agreement), Agent and other
parties thereto and that this Reaffirmation of Pledge Agreement is being given
to induce the Lenders, the Term Lender and Agent to enter into the Restated Financing
Agreement;


 


(b)           ratifies and
confirms that (i) all of the terms and conditions, representations and
covenants contained in the Pledge Agreement shall remain in full force and
effect after giving effect to the execution and effectiveness of the Restated Financing
Agreement; provided, however, that (x) Schedule A to the
Pledge Agreement is hereby amended and restated as attached hereto, (y) Section
4(l) of the Pledge Agreement is hereby amended by deleting the words “one
hundred percent (100%)” and substituting the words “the indicated percentage”
therefor, and (z) the notice address for the Pledgor (and for copies) set forth
in Section 15 of the Pledge Agreement, shall be revised to reflect that notices
(including copies of such notices) shall be sent to the address (including the
address for all copies) for the Pledgor set forth in Section 16.6(C) in the
Restated Financing Agreement; and (ii) the Pledge is for the benefit of the
Agent,


 

















 


Lenders and the Term
Lender to secure Pledgor’s and each Loan Party’s Obligations under the
Financing Agreement, the Restated Financing Agreement and the Other Documents.


 


(c)           represents and
warrants that no offsets, counterclaims or defenses exist as of the date hereof
with respect to the undersigned’s obligations under the Pledge Agreement; and


 


(d)           ratifies
and confirms that references to the phrase “Financing Agreement” in the Pledge
Agreement shall mean the Restated Financing Agreement, and that the Obligations
under the Financing Agreement, after giving effect to the Restated Financing
Agreement, remain secured by the security interests and pledges granted by the
undersigned under and pursuant to the terms of the Pledge Agreement, as
reaffirmed hereby.


 

















 


	
   

  	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  RAFAELLA APPAREL GROUP,
  INC., as Pledgor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Lance D. Arneson

  
	
   

  	
   

  	
   

  	
  Name: Lance D. Arneson

  
	
   

  	
   

  	
   

  	
  Its: Chief Financial
  Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ACKNOWLEDGED AND
  AGREED:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  HSBC BANK USA, NATIONAL
  ASSOCIATION, as Agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Lisa H. Augustus

  	
   

  	
   

  
	
   

  	
  Name: Lisa H. Augustus

  	
   

  	
   

  
	
   

  	
  Its: Vice President

  	
   

  	
   

  



 


Signature Page to
Reaffirmation of Stock Pledge Agreement