Exhibit 10.2


 


	
        BARCLAYS

        745 Seventh Avenue

        New York, New York 10019
	
        JPMORGAN CHASE BANK, N.A.

        383 Madison Avenue

        New York, New York 10179



 


PERSONAL AND CONFIDENTIAL


 


August 25, 2016


 


G-III Apparel Group, LTD.

512 Seventh Avenue

New York, New York 10018

Attention: Wayne Miller, Chief Operating Officer


 


Project Brand II

$350,000,000 Senior Secured Term Loan Facility 

$650,000,000 ABL Facility

Commitment Letter and Fee Letter Joinder


 


Ladies and Gentlemen:


 


Reference is made to (a)
that certain Commitment Letter, dated July 22, 2016 (together with the exhibits attached thereto, the “Commitment Letter”),
among Barclays Bank PLC (together with its affiliates, “Barclays”), JPMorgan Chase Bank, N.A. (“JPMorgan”
and, together with Barclays, the “Initial Commitment Parties”) and G-III Apparel Group, LTD. (“G-III”
or “you”) and (b) the Fee Letter referred to therein (the “Fee Letter”).


 


This joinder agreement
(this “Joinder Agreement”) constitutes the “customary joinder documentation” contemplated by Section
1 of the Commitment Letter and sets forth the agreement of you and the Initial Commitment Parties regarding the joinder of
Bank of America, N.A. (“BANA”), U.S. Bank National Association (“U.S. Bank”), HSBC Bank USA,
National Association (“HSBC Bank”), HSBC Securities (USA) Inc. (“HSBC Securities”), Wells
Fargo Bank, N.A. (“Wells Fargo Bank”), KeyBank National Association (“KeyBank”) and Capital
One, National Association (“Capital One”, and together with BANA, U.S. Bank, HSBC Bank, HSBC Securities, Wells
Fargo Bank and KeyBank, the “Additional Commitment Parties” and, together with the Initial Commitment Parties,
the “Commitment Parties”) to the Commitment Letter and the Fee Letter to act in the roles specified below and
to provide a portion of the commitments under the Commitment Letter and be entitled to a portion of the fees under the Fee Letter.
Each of BANA, U.S. Bank, HSBC Bank, HSBC Securities, Wells Fargo Bank, KeyBank and Capital One shall constitute an “Additional
Commitment Party” under the Commitment Letter, and all references therein and in the Fee Letter to “we” or “us”
shall also constitute references to all Commitment Parties (including the Additional Commitment Parties), and the execution of
this Joinder Agreement constitutes the appointment of Additional Commitment Parties referred to in the Commitment Letter. Capitalized
terms used but not defined herein are used with the meanings assigned to them in the Commitment Letter or Fee Letter, as applicable.


 


1.              Appointment.
You hereby appoint BANA as a joint lead arranger and joint bookrunner for the ABL Facility and BANA shall constitute an “ABL
Facility Arranger” under the Commitment Letter. Additionally, you hereby appoint each of BANA, U.S. Bank, HSBC Securities,
Wells Fargo Bank, KeyBank and Capital One to act (and each of BANA, U.S. Bank, HSBC Securities, Wells Fargo Bank, KeyBank and Capital
One hereby agrees to act) as a co-syndication agent for the Term Facility and the ABL


 




     


     


    

 


Facility.


 


Each of BANA, U.S. Bank,
HSBC Bank, Wells Fargo Bank, KeyBank and Capital One is pleased to commit to provide on a several, but not joint, basis (i) the
percentage of the entire principal amount of the Term Facility set forth opposite such Additional Commitment Party’s name
on Schedule 1 hereto (and to provide the same percentage (as set forth on Schedule 1 hereto) of any increased amounts
to fund any original issue discount or upfront fees required to be funded in connection with the exercise of “Market Flex
Provisions” in the Fee Letter) and (ii) the principal amount of the ABL Facility set forth opposite such Additional Commitment
Party’s name on Schedule 2 hereto, in each case, subject to the terms and conditions set forth in the Commitment Letter.
Each of BANA, U.S. Bank, HSBC Bank, Wells Fargo Bank, KeyBank and Capital One shall constitute an “Initial Lender,”
an “Initial Term Lender” (in respect of its commitment under the Term Facility) and an “Initial ABL Lender”
(in respect of its commitment under the ABL Facility) under the Commitment Letter and Fee Letter. For the avoidance of doubt, the
commitments of Barclays and JPMorgan with respect to each Facility set forth in the Commitment Letter shall be reduced by the amount
of commitments of the Additional Commitment Parties in respect of such Facility upon execution of this Joinder Agreement by each
of the parties hereto, such that, as of the date of this Joinder Agreement, (i) the percentage of the entire principal amount of
the Term Facility representing each of Barclays’ and JPMorgan’s commitment in respect of the Term Facility is as set
forth on Schedule 1 hereto (it being understood and agreed that each of Barclays and JPMorgan shall provide the same percentage
(as set forth on Schedule 1 hereto) of any increased amounts to fund any original issue discount or upfront fees required
to be funded in connection with the exercise of “Market Flex Provisions” in the Fee Letter) and (ii) the principal
amount of each of JPMorgan’s and Barclays’ commitment in respect of the ABL Facility is as set forth on Schedule
2 hereto.


 


The parties hereto agree that, notwithstanding
anything to the contrary in the Commitment Letter or Fee Letter, (i) the last sentence of the first paragraph of Section 2
of the Fee Letter is hereby amended and restated to read as follows: “The ABL Commitment Fees will be payable 42% to JPMorgan,
28% to Barclays, 5% to Bank of America, N.A., 5% to U.S. Bank National Association, 5% to HSBC Bank USA, National Association,
5% to Wells Fargo Bank, N.A., 5% to KeyBank National Association and 5% to Capital One, National Association”, (ii) the phrase
“The ABL Facility Arrangers holding (or whose affiliates hold) at least 50% in aggregate principal amount of ABL Facility
Commitments shall be entitled, at any time prior to the Syndication Date of the ABL Facility, without your consent (but after consultation
with you) and so long as such ABL Facility Arrangers reasonably determine” in Section 4 of the Fee Letter is hereby
amended and restated to read as follows: “JPMorgan, in its capacity as an ABL Facility Arranger, shall be entitled, at any
time prior to the Syndication Date of the ABL Facility, without your consent (but after consultation with you) and so long as JPMorgan,
in its capacity as an ABL Facility Arranger, reasonably determines”, (iii) a “Successful Syndication” of the
ABL Facility shall be deemed to have occurred when the Commitment Parties, collectively, hold not more than $650.0 million of the
ABL Commitments, (iv) the aggregate amount of the Term Facility is hereby decreased to $350.0 million and the aggregate amount
of the ABL Facility is hereby increased to $650.0 million, and each reference in the Commitment Letter and Fee Letter to the aggregate
amount of each Facility is hereby amended to reflect the applicable revised amount, (v) the proviso in the penultimate sentence
of Section 6 of the Commitment Letter is hereby amended to add the following phrase as a new clause (iii) thereto
(and to make any related punctuation and grammatical changes as a result thereof): “(iii) Bank of America, N.A. may, without
notice to the Company, assign its rights and obligations under this Commitment Letter to any registered broker-dealer wholly-owned
by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’
investment banking, commercial lending services or related businesses may be transferred following the date hereof”, (vi)
the ABL Facility Term Sheet is hereby amended to amend and restate the first sentence under the heading “Letter of Credit
Sub-Facility” to read as follows: “$100.0 million (the “LC Sublimit”) of the ABL Facility will be
available to the Borrowers for the purpose of issuing Letters of Credit, and each Initial ABL Lender agrees to be an Issuing Lender
(as


 




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defined below) in a fronting capacity for an
amount equal to the LC Sublimit divided by the number of Initial ABL Lenders (such amount, the “Initial ABL Lender LC
Amount”); provided that each Initial ABL Lender shall, in its sole discretion and subject to the LC Sublimit,
be permitted to increase its Initial ABL Lender LC Amount with the consent of the Company but without the consent of any other
party”, (vii) the ABL Facility Term Sheet is hereby amended to change the reference to “$700.0 million” under
the heading “Incremental Facilities” therein to “$750.0 million”, (viii) the ABL Facility Term Sheet is
hereby amended to change the reference to “$150.0 million” under the heading “Availability” therein to
“$250.0 million”, (ix) the ABL Facility Term Sheet is hereby amended to add the proviso “provided that
at no time shall the Base Rate or the Adjusted LIBOR Rate be less than zero” to the end of the sentence “There shall
be no LIBOR or ABR floors for the ABL Facility” under the heading “Interest Rates” contained therein, (x) the
ABL Facility Term Sheet is hereby amended to change the references to “$52.5 million” in the definition of “Cash
Dominion Period” (under the heading “Cash Management and Cash Dominion”) to $65.0 million, (xi) the ABL Facility
Term Sheet is hereby amended to change the references to “$60.0 million” in the second and third paragraphs under the
heading “Affirmative Covenants” to “$75.0 million”, (xii) the ABL Facility Term Sheet is hereby amended
to change the reference to “$62.5 million” in the definition of “Payment Conditions” (under the heading
“Payment Conditions”) to “$77.5 million”, (xiii) the ABL Facility Term Sheet is hereby amended to change
the reference to “$90.0 million” in the definition of “Payment Conditions” (under the heading “Payment
Conditions”) to “$112.5 million”, (xiv) the ABL Facility Term Sheet is hereby amended to change the reference
to “$80.0 million” in the definition of “Payment Conditions” (under the heading “Payment Conditions”)
to “$100.0 million”, (xv) the ABL Facility Term Sheet is hereby amended to change the reference to “$42.5 million”
under the heading “ABL Financial Covenant” therein to “$52.5 million”, (xvi) the ABL Facility Term Sheet
is hereby amended to add the words “of 1.00:1.00” immediately after the words “and (iv) calculated on a consolidated
basis in accordance with GAAP)” in the first sentence under the heading “ABL Financial Covenant” therein and
(xvii) paragraph 4 of Exhibit D of the Commitment Letter is hereby amended to insert the phrase “, the Additional Commitment
Parties” immediately after the phrase “the Administrative Agents” appearing therein. For the avoidance of doubt,
the parties hereto acknowledge and agree that, for purposes of the Term Commitment Fee and the ABL Commitment Fee payable pursuant
to Section 1 and Section 2 of the Fee Letter, respectively, the aggregate principal amount of the Term Facility Commitments (as
of the Acceptance Date) shall be $350,000,000 and the aggregate principal amount of the ABL Facility Commitments (as of the Acceptance
Date) shall be $650,000,000.


 


The parties hereto acknowledge
and agree that (i) the limitations set forth in the last paragraph of Section 1 of the Commitment Letter relating to the
appointment of “Additional Commitment Parties” (as defined in the Commitment Letter) shall not restrict the appointment
of the Additional Commitment Parties pursuant to this Joinder Agreement, (ii) notwithstanding the last sentence of the last paragraph
of Section 1 of the Commitment Letter, none of the Additional Commitment Parties (nor any of their affiliates) shall constitute
a Term Facility Arranger or ABL Facility Arranger, other than BANA, in its capacity as an ABL Facility Arranger, (iii) other than
as contemplated in this Joinder Agreement, no “Additional Commitment Parties” (as defined in the Commitment Letter)
may be appointed unless otherwise agreed to by you and the Arrangers and (iv) as of the date of this Joinder Agreement, “Successful
Syndication” of the ABL Facility has been achieved.


 


2.              Agreement of Additional
Commitment Parties to Be Bound; Titles; Etc. Each Additional Commitment Party acknowledges receipt of a copy of the Commitment
Letter and the Fee Letter and agrees to be bound by the terms and conditions, subject to all commitments and obligations, and entitled
to all of the rights and benefits (including, but not limited to, the titles, compensation and indemnity provisions) of a “Commitment
Party” under the Commitment Letter and the Fee Letter (each, as amended by this Joinder Agreement). In addition, BANA, in
its capacity as an ABL Facility Arranger, agrees to be bound by the terms and conditions, subject to all commitments and obligations,
and entitled to all of the rights and benefits (including, but not limited to, the titles, compensation and indemnity provisions)
of an “ABL


 




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Facility Arranger”
under the Commitment Letter and the Fee Letter (each, as amended by this Joinder Agreement). Notwithstanding the foregoing, except
as set forth in the immediately preceding sentence, this paragraph will not apply to, and no Additional Commitment Party will have
any rights or benefits with respect to, the provisions of the Commitment Letter or the Fee Letter applicable to the Term Administrative
Agent, the ABL Administrative Agent, any Term Facility Arranger or any ABL Facility Arranger, in each case in its capacity as such.
References in the Commitment Letter and the Fee Letter to the “parties hereto” and similar expressions include each
Additional Commitment Party.


 


It is further understood
that, other than as contemplated by the Commitment Letter and the Fee Letter (each, as amended by this Joinder Agreement), and
as otherwise agreed to by you and the Arrangers, no other titles may be given, or compensation paid, to lenders in respect of the
Facilities. Each Additional Commitment Party shall be entitled to share all or any portion of any fees payable thereunder with
any affiliate or any other Lender.


 


3.              Management of
Syndication. The parties hereto acknowledge and agree that the Arrangers (and not any Additional Commitment Party, other than
BANA, in its capacity as an ABL Facility Arranger) shall, subject to the terms and conditions set forth in the Commitment Letter,
manage all aspects of the syndication.


 


4.              Miscellaneous.
This Joinder Agreement, together with the Commitment Letter and the Fee Letter, sets forth the entire understanding of the parties
with respect to the Facilities and supersede any prior written or oral agreements among the parties hereto with respect to the
Facilities. Each reference in the Commitment Letter and the Fee Letter to the Commitment Letter and the Fee Letter shall mean and
be a reference to the Commitment Letter and Fee Letter as supplemented, modified and amended hereby. Except as set forth in this
Joinder Agreement, the terms and conditions of each of the Commitment Letter and the Fee Letter are and shall continue to be in
full force and effect and are hereby in all respects ratified and confirmed. The parties hereto agree that this Joinder Agreement
is subject to the assignment provisions of the Commitment Letter, is intended to be solely for the benefit of the parties hereto
and is not intended to and does not confer any benefits upon, or create any rights in favor of, any person other than the parties
hereto (and, to the extent expressly provided in Section 5 of the Commitment Letter, the Indemnified Persons). This Joinder
Agreement and, after giving effect hereto, the Commitment Letter (including the Term Sheets) and the Fee Letter, may not be amended
or any term or provision thereof waived or modified except by an instrument in writing signed by each Commitment Party and you.
This Joinder Agreement may be executed in any number of counterparts, each of which shall be an original, and all of which, when
taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this Joinder Agreement
by facsimile or other electronic transmission will be as effective as delivery of a manually executed counterpart hereof.


 


This Joinder Agreement
will be governed by and construed in accordance with the laws of the State of New York. Subject to Section 2 herein, this
Joinder Agreement and its contents are subject to the compensation, expense reimbursement, indemnification, jurisdiction, venue,
service of process, waiver of jury trial, conflicting interests, absence of fiduciary duty and confidentiality provisions of the
Commitment Letter, which shall be incorporated herein, mutatis mutandis, and apply hereto to the same extent as if more
fully set forth herein. Each of the parties hereto acknowledge and agree that the commitments under the Commitment Letter (as amended
by this Joinder Agreement) and the agreements of the Commitment Parties to provide the services described in the Commitment Letter
(as amended by this Joinder Agreement) will automatically (and without further action) terminate upon the Termination Date unless
the closing of the Facilities has been consummated on or before such date on the terms and subject to the conditions set forth
in the Commitment Letter (as amended by this Joinder Agreement).


 


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We are pleased to have been
given the opportunity to assist you in connection with the financing for the Transactions.


 


	 	Very truly yours,
	 	 
	 	Bank of America, N.A. 
	 	 	 
	 	By:	/s/ Adam Seiden
	 	Name:	Adam Seiden
	 	Title:  	SVP


 


Signature Page
to Joinder Agreement


 




     


     


    

 


	 	U.S. Bank National Association
	 	 	 
	 	By:	/s/ Lynne Ciaccia
	 	Name:	Lynne Ciaccia
	 	Title: 	Authorized Officer


 


Signature Page to Joinder Agreement


 




     


     


    

 


	 	HSBC Bank USA, National association
	 	 
	 	By:	/s/ Ashley Brenner
	 	Name:	Ashley Brenner
	 	Title: 	Vice President
	 	 	 
	 	HSBC Securities (USA) Inc.
	 	 	 
	 	By:	/s/ Nancy M. Del Genio
	 	Name:	Nancy M. Del Genio
	 	Title: 	Managing Director


 


Signature Page to Joinder Agreement


 




     


     


    

 


	 	Wells Fargo Bank, N.A., as Initial Term Lender 
	 	 	 
	 	By:	/s/ Erica Manoff
	 	Name:	Erica Manoff
	 	Title: 	Vice President
	 	 	 
	 	Wells Fargo Bank, N.A., as Initial ABL Lender
	 	 	 
	 	By:	/s/ Sylvia Tran
	 	Name:	Sylvia Tran
	 	Title: 	Vice President


 


Signature Page to Joinder Agreement


 




     


     


    

 


	 	KEYBANK NATIONAL ASSOCIATION
	 	 	 
	 	By: 	/s/ J.E. Fowler
	 	Name:	J.E. Fowler
	 	Title: 	Managing Director


 


Signature Page to Joinder Agreement


 




     


     


    

 


	 	CAPITAL ONE, NATIONAL ASSOCIATION
	 	 	 
	 	By: 	/s/ Joe A. Sacchetti
	 	Name:	Joe A. Sacchetti
	 	Title: 	Director


 


Signature Page to Joinder Agreement


 




     


     


    

  


	AGREED TO AND ACCEPTED as of 	 
	the date first above written:	 
	 	 
	G-III APPAREL GROUP, LTD.	 
	 	 	 
	By:	/s/ Neal S. Nackman	 
	Name:	Neal S. Nackman	 
	Title:	Chief Financial Officer	 


 


Signature Page to Joinder Agreement


 




     


     


    

 


	BARCLAYS BANK PLC	 
	 	 	 
	By:	/s/ Peter Toal	 
	Name: 	Peter Toal	 
	Title: 	Managing Director	 


 


Signature Page to Joinder Agreement


 




     


     


    

  


	JPMORGAN CHASE BANK, N.A.	 
	 	 	 
	By:	/s/ Paul O’Neill	 
	Name: 	Paul O’Neill	 
	Title:  	SVP	 


 


Signature Page to Joinder Agreement


 




     


     


    

  


SCHEDULE 1


 


TERM FACILITY COMMITMENTS


 


	Commitment
    Party	 	Percentage	 
	Barclays Bank PLC	 	 	42	%
	JPMorgan Chase Bank, N.A.	 	 	28	%
	Bank of America, N.A.	 	 	5	%
	U.S. Bank National Association	 	 	5	%
	HSBC Bank USA, National Association	 	 	5	%
	Wells Fargo Bank, N.A.	 	 	5	%
	KeyBank National Association	 	 	5	%
	Capital One, National Association	 	 	5	%
	Total	 	 	100	%



 




     


     


    

  


SCHEDULE 2


 


ABL FACILITY COMMITMENTS


 


	Commitment
    Party	 	Commitment	 
	JPMorgan Chase Bank, N.A.	 	$	95,000,000	 
	Barclays Bank PLC	 	$	95,000,000	 
	Bank of America, N.A.	 	$	95,000,000	 
	U.S. Bank National Association	 	$	73,000,000	 
	HSBC Bank USA, National Association	 	$	73,000,000	 
	Wells Fargo Bank, N.A.	 	$	73,000,000	 
	KeyBank National Association	 	$	73,000,000	 
	Capital One, National Association	 	$	73,000,000	 
	Total	 	$	650,000,000