2. Amendments to Financing Agreement. Subject to satisfaction of the conditionsprecedent set forth in Section 3 below, the Financing Agreement is hereby amended as follows:(a) Section 1.1 of the Financing Agreement is hereby amended by inserting a definition for thenew term “Net Equity Raised and Retained”, in its appropriate alphabetical order, to provide asfollows:**Net Equity Raised and Retained** shall mean an amount equal to (a) 100% of thenet cash proceeds from the sale of equity securities by Parent at any time duringthe period from November 1, 2009 through the Termination Date minus (b) anyPermitted Distributions during the period from the date such equity securities areissued through the date of the applicable acquisition and minus (c) any “netcash losses” sustained by Parent and its Subsidiaries during the period from thedate such equity securities are issued through the date of the applicableacquisition. For purposes of this definition, “net cash losses” shall mean (x) allearnings of Parent and its Subsidiaries on a consolidated basis for such periodbefore depreciation and amortization expenses minus (y) CapitalExpenditures during such period.(b) Section 1.1 of the Financing Agreement is hereby further amended by restating thedefinitions of the terms “Applicable Margin”, “Commitment”, “Line of Credit”, “Line of Credit Fee”,“Revolving Line of Credit”, “Supplemental Amount” and “Termination Date” to provide as follows:**Applicable Margin** shall mean, with respect to (a) the Revolving Loans, plus0.50% for Chase Bank Rate Loans and 2.75% for LIBOR Loans, (b) standby Letters ofCredit, 1.50%, (c) documentary Letters of Credit, 0.125%, or (d) BankersAcceptances, the discount rate of JPMorgan Chase Bank, N.A. plus 2.50%.**Commitment** shall mean, as to each Lender, the amount of the Commitment forsuch Lender set forth (a) on the signature page to this Financing Agreement, (b) inthe Assignment and Transfer Agreement to which such Lender is a party, or (c) on thesignature page to any amendment to this Agreement executed by all Lenders, as suchamount may be reduced or increased in accordance with the provisions of Section13.4(b) or any other applicable provision of this Financing Agreement.**Line of Credit** shall mean, with the aggregate commitment of the Lenders inan amount equal to $300,000,000 to (a) make Revolving Loans pursuant to Section3 of this Financing Agreement, and (b) assist any Company in opening Letters ofCredit and/or Bankers Acceptances pursuant to Section 5 of this FinancingAgreement.**Line of Credit Fee** shall mean, for any month, the product obtained bymultiplying (a) (i) the amount of the Revolving Line of Credit minus (ii)the average daily principal balance of Revolving Loans and the average daily undrawnamount of Letters of Credit, Bankers Acceptances, Steamship Guarantees and AirwayReleases outstanding during such month, times (b) one-quarter of one percent(0.25%) per annum for the number of days in said month;provided, however, that the Line of Credit Fee during any one yearperiod commencing on each April 1 and ending on the day before each anniversarythereof shall not exceed $375,000.
 
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**Revolving Line of Credit** shall mean the Commitments of the Lenders to makeRevolving Loans pursuant to Section 3 of this Financing Agreement and assistthe Companies in opening Letters of Credit, Bankers Acceptances, SteamshipGuarantees and Airway Releases pursuant to Section 5 of this FinancingAgreement, in an aggregate amount equal to $300,000,000.**Supplemental Amount** shall mean the following amounts during the followingperiods during each calendar year, in each case minus all Supplemental AmountReductions:     Period Supplemental Amount      May 1 through and including May 31 $20,000,000 June 1 through and including June 30 $30,000,000 July 1 through and including July 31 $35,000,000 August 1 through and including September 29 $40,000,000 September 30 through and including October 15 $0 **Termination Date** shall mean July 31, 2013.(c) Clause (d) of the definition of “Permitted Distributions” appearing in Section 1.1 of theFinancing Agreement is hereby amended by inserting the following immediately prior to the words “tofund a Special Capital Expenditure” appearing therein:either (A) in connection with a Permitted Acquisition or (B)
 
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(d) Paragraph 7.3(a) of the Financing Agreement is hereby amended by restating the requiredSenior Leverage Ratio levels to be maintained as at the end of each fiscal quarter ending after thedate hereof, on a trailing twelve months basis, to be not greater than the following for theapplicable test period:     **Twelve Months Ending** **Senior Leverage Ratio**      April 30, 2010  2.50 to 1.00 July 31, 2010  5.00 to 1.00 October 31, 2010  5.60 to 1.00 January 31, 2011  2.40 to 1.00 April 30, 2011  2.50 to 1.00 July 31, 2011  5.00 to 1.00 October 31, 2011  5.60 to 1.00 January 31, 2012  2.40 to 1.00 April 30, 2012  2.50 to 1.00 July 31, 2012  5.00 to 1.00 October 31, 2012  5.60 to 1.00 January 31, 2013  2.40 to 1.00 April 30, 2013  2.50 to 1.00 (e) Paragraph 7.3(b) of the Financing Agreement is hereby amended by restating the requiredFixed Charge Coverage Ratio levels to be maintained as at the end of each fiscal quarter endingafter the date hereof, on a trailing twelve months basis, to be not less than the following for theapplicable test period:     **Twelve Months Ending** **Fixed Charge Coverage Ratio**      April 30, 2010  1.00 to 1.00 July 31, 2010  1.00 to 1.00 October 31, 2010  1.10 to 1.00 January 31, 2011  1.10 to 1.00 April 30, 2011  1.00 to 1.00 July 31, 2011  1.00 to 1.00 October 31, 2011  1.10 to 1.00 January 31, 2012  1.10 to 1.00 April 30, 2012  1.00 to 1.00 July 31, 2012  1.00 to 1.00 October 31, 2012  1.10 to 1.00 January 31, 2013  1.10 to 1.00 April 30, 2013  1.00 to 1.00 (f) Paragraph 7.4(g)(I) of the Financing Agreement is hereby amended and restated in itsentirety to provide as follows:(I) the aggregate consideration in respect of all acquisitions contemplatedby this clause (g) shall not exceed, during the period commencing May 1,2010 and continuing through the Termination Date, the sum of (x) $35,000,000in cash (whether payable on or prior to the closing thereof or at any timethereafter through and including the Termination Date, but excluding anycontingent “earn out” payments relating to such Permitted Acquisition;provided, however, that no more than $5,000,000 of suchamount shall be available for acquisitions that are not in the same line ofbusiness as the Companies on the Closing Date or a complementary line ofbusiness), plus (y) an amount equal to anyconsideration payable in the form of additional capital stock of Parentissued to the applicable seller in connection with such acquisition (“SellerIssued Equity”), plus (z) without duplication of any Seller IssuedEquity, an amount equal to any Net Equity Raised and Retained;provided, further, that the aggregate consideration (whethercash or non-cash) in respect of all acquisitions contemplated by this clause(g) shall not exceed, during the term of this Agreement, the sum of$70,000,000;
 
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(g) Paragraph 7.4(l) of the Financing Agreement is hereby deleted in its entirety.(h) Paragraph 10.1(k) of the Financing Agreement is hereby deleted in its entirety.3. Conditions of Effectiveness. This Amendment No. 4 shall become effective as of thedate hereof upon satisfaction of the following conditions: Agent shall have received:(a) Fifteen (15) copies of this Amendment No. 4 duly executed by the Companies, Agent and allLenders, and consented to by each Guarantor;(b) Payment of an amendment fee in an amount equal to 15 basis points on the aggregate amountof the Commitments in effect immediately prior to the date hereof, for an aggregate amendment feeof $375,000, for the ratable benefit of all Lenders, which fee shall be fully earned andnon-refundable on the effective date of this Amendment No. 4;(c) Payment of an upfront fee in an amount equal to 25 basis points on the aggregate$50,000,000 increase in the Commitments as of the effective date of this Amendment No. 4, for anaggregate upfront fee of $125,000, for the ratable benefit of all Lenders increasing theirCommitment as of the effective date of this Amendment No. 4, pro rata based upon each Lender’srespective increase, which fee shall be fully earned and non-refundable on the effective date ofthis Amendment No. 4; and(d) such other certificates, instruments, documents and agreements as may reasonably berequired by Agent or its counsel, each of which shall be in form and substance satisfactory toAgent and its counsel.4. Representations and Warranties. Each of the Companies hereby represents, warrantsand covenants as follows:(a) This Amendment No. 4, the Financing Agreement and the other Loan Documents are and shallcontinue to be legal, valid and binding obligations of each of Companies and Guarantors,respectively, and are enforceable against each Company and each Guarantor in accordance with theirrespective terms.
 
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(b) Upon the effectiveness of this Amendment No. 4, each Company and each Guarantor herebyreaffirms all covenants, representations and warranties made in the Financing Agreement and theother Loan Documents and agrees that all such covenants, representations and warranties shall bedeemed to have been remade and are true and correct in all materialrespects as of the effective date of this Amendment No. 4, after giving effect to thisAmendment No. 4, provided, however, that the information contained in the Schedules attached to theFinancing Agreement continues to be true, correct and complete as of the Closing Date, and therehave been no changes to such matters as of the date hereof except to the extent any such changewould not have a Material Adverse Effect, constitute a Default or Event or Default, or otherwiserequire notice to the Agent in accordance with the terms of the Financing Agreement.(c) Each Company and each Guarantor has the corporate or limited liability company power, andhas been duly authorized by all requisite corporate or limited liability company action, to executeand deliver this Amendment No. 4 and to perform its obligations hereunder. This Amendment No. 4has been duly executed and delivered by each Company and consented to by each Guarantor.(d) Each Company has no defense, counterclaim or offset with respect to any of the LoanDocuments.(e) The Loan Documents are in full force and effect, and are hereby ratified and confirmed.(f) The recitals set forth in the Background section above are truthful and accurate and arean operative part of this Amendment No. 4.(g) Agent and Lenders have and will continue to have a valid first priority lien and securityinterest in all Collateral except for liens permitted by the Financing Agreement, and each Companyand each Guarantor expressly reaffirms all guarantees, security interests and liens granted toAgent and Lenders pursuant to the Loan Documents.(h) No Defaults or Events of Default are in existence.5. Effect of Agreement.(a) Except as specifically modified herein, the Financing Agreement, and all other documents,instruments and agreements executed and/or delivered in connection therewith, shall remain in fullforce and effect, and are hereby ratified and confirmed.(b) The execution, delivery and effectiveness of Amendment No. 4 shall not operate as awaiver of any right, power or remedy of Agent or any Lender, nor constitute a waiver of anyprovision of the Financing Agreement, or any other documents, instruments or agreements executedand/or delivered under or in connection therewith.6. Governing Law. This Amendment No. 4 shall be binding upon and inure to the benefitof the parties hereto and their respective successors and assigns and shall be governed by andconstrued in accordance with the laws of the State of New York.
 
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7. Headings. Section headings in this Amendment No. 4 are included herein forconvenience of reference only and shall not constitute a part of this Amendment No. 4 for any otherpurpose.8. Counterparts; Facsimile. This Amendment No. 4 may be executed by the partieshereto in one or more counterparts, each of which shall be deemed an original and all of which whentaken together shall constitute one and the same agreement. Any signature delivered by a party byfacsimile or other electronic transmission (including in “pdf” format) shall be deemed to be anoriginal signature hereto.[signature pages follow]
 
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IN WITNESS WHEREOF, this Amendment No. 4 has been duly executed as of the day and year firstwritten above.         G-III LEATHER FASHIONS, INC., as    a Company and the Funds Administrator           By: /s/ Neal S. Nackman Name: Neal S. Nackman      Title: Vice President — Finance           J. PERCY FOR MARVIN RICHARDS, LTD., as a Company           By: /s/ Neal S. Nackman Name: Neal S. Nackman      Title: Secretary           CK OUTERWEAR, LLC, as a Company           By: /s/ Neal S. Nackman Name: Neal S. Nackman      Title: Secretary           A. MARC & CO., INC., as a Company           By: /s/ Neal S. Nackman Name: Neal S. Nackman      Title: Vice President — Finance and Secretary           ANDREW & SUZANNE COMPANY INC., as a Company           By: /s/ Neal S. Nackman Name: Neal S. Nackman      Title: Vice President — Finance and Secretary  Signature page to Amendment No. 4- 1852027
 
 

 
         AM RETAIL GROUP, INC., as a Company           By: /s/ Michael Brady Name:  Michael Brady      Title: Controller and Vice President           JPMORGAN CHASE BANK, N.A., as Lender and as Agent           By: /s/ Donna M. DiForio Name:  Donna M. DiForio      Title: Vice President           Commitment: $42,500,000    Pro Rata Percentage: 14.168%           THE CIT GROUP/COMMERCIAL SERVICES, INC., as Lender           By: /s/ Edward J. Ahearn Name: Edward J. Ahearn      Title: Senior Vice President           Commitment: $15,000,000    Pro Rata Percentage: 5.000%           HSBC BANK USA, NATIONAL ASSOCIATION, as Lender           By: /s/ Michael P. Behuniak Name: Michael P. Behuniak      Title:      Commitment: $38,500,000    Pro Rata Percentage: 12.833%  Signature page to Amendment No. 4- 1852027
 
 

 
                SOVEREIGN BANK, as Lender           By: /s/ Matilda Reyes Name:  Matilda Reyes      Title: Senior Vice President           Commitment: $30,000,000    Pro Rata Percentage: 10.000%           ISRAEL DISCOUNT BANK OF NEW YORK, as Lender           By: /s/ Irene B. Spector             Name:  Irene B. Spector      Title: Vice President           By: /s/ George Commander             Name:  George Commander      Title: Senior Vice President           Commitment: $30,000,000    Pro Rata Percentage: 10.000%           TD BANK, N.A., as Lender           By: /s/ Evan Kraus             Name: Evan Kraus      Title: Vice President     Commitment: $30,000,000    Pro Rata Percentage: 10.000%  Signature page to Amendment No. 4- 1852027
 
 

 
                SIGNATURE BANK, as Lender           By: /s/ Susan M. Duggan             Name: Susan M. Duggan      Title: Senior Lender & Vice President           Commitment: $15,000,000    Pro Rata Percentage: 5.000%           BANK LEUMI USA, as Lender           By: /s/ Iris Steinhardt             Name:  Iris Steinhardt      Title: Vice President           By: /s/ Nancy Pulla Name:  Nancy Pulla      Title: Assistant Vice President           Commitment: $18,500,000    Pro Rata Percentage: 6.166%           WEBSTER BUSINESS CREDIT, as Lender           By: /s/ Daniel Stampfel             Name: Daniel Stampfel      Title: Vice President     Commitment: $18,500,000    Pro Rata Percentage: 6.166%  Signature page to Amendment No. 4- 1852027
 
 

 
                BANK OF AMERICA, N.A., as Lender           By: /s/ Naomi Hasegawa             Name: Naomi Hasegawa      Title: Vice President           Commitment: $28,500,000    Pro Rata Percentage: 9.500%           WELLS FARGO BANK, N.A., as Lender           By: /s/ Robert Maichin Name: Robert Maichin      Title: Senior Vice President           Commitment: $33,500,000    Pro Rata Percentage: 11.167%           ACKNOWLEDGED AND AGREED TO    BY EACH OF THE GUARANTORS:           G-III APPAREL GROUP, LTD.           By: /s/ Neal S. Nackman Name:  Neal S. Nackman      Title: Chief Financial Officer and Treasurer           G-III RETAIL OUTLETS INC.           By: /s/ Neal S. Nackman Name:  Neal S. Nackman      Title: Vice President — Finance  Signature page to Amendment No. 4- 1852027
 
 

 
         G-III LICENSE COMPANY, LLC     By: G-III Apparel Group, Ltd.           By: /s/ Neal S. Nackman Name: Neal S. Nackman      Title: Chief Financial Officer & Treasurer           G-III BRANDS, LTD.           By: /s/ Neal S. Nackman Name: Neal S. Nackman      Title: Vice President — Finance           AM APPAREL HOLDINGS, INC.           By: /s/ Michael Brady Name: Michael Brady      Title: Treasurer           ASH RETAIL CORP.           By: /s/ Michael Brady Name: Michael Brady      Title: Treasurer           ASH RETAIL OF EASTHAMPTON, INC.           By: /s/ Michael Brady Name: Michael Brady      Title: Treasurer  Signature page to Amendment No. 4- 1852027