Exhibit 10.4
 SECOND AMENDMENT OF LEASE
(10th Floor)
 THIS SECOND AMENDMENT OF LEASE 500-512 SEVENTH AVENUE LIMITED PARTNERSHIP, G-III LEATHER FASHIONS, INC.
 RECITALS:
 WHEREAS
 WHEREAS
 WHEREAS
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NOW, THEREFORE
 Recitals; Definitions
 Extension of Term
 Fixed Rent for Premises through January 31, 2013
 Real Estate Taxes and Additional Rent for the Premises through January 31, 2013
 Real Estate Taxes and Additional Rent from and after January 31, 2013
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Fixed Rent for Premises  Extended Term
 Time Period
    
    Fixed Rent per Annum and per MonthFebruary 1, 2013 
March 31, 2013
    
    $439,448.25 per annum
($36,620.69 per month)April 1, 2013 
March 31, 2014
    
    $450,434.46 per annum
($37,536.21 per month)April 1, 2014 
March 31, 2015
    
    $461,695.32 per annum
($38,474.61 per month)April 1, 2015 
March 31, 2016
    
    $473,237.70 per annum
($39,436.48 per month)April 1, 2016 
March 31, 2017
    
    $485,068.65 per annum
($40,422.39 per month)April 1, 2017 
March 31, 2018
    
    $497,195.36 per annum
($41,432.95 per month)April 1, 2018 
March 31, 2019
    
    $537,285.24 per annum
($44,773.77 per month)April 1, 2019 
March 31, 2020
    
    $550,717.37 per annum
($45,893.11 per month)April 1, 2020 
March 31, 2021
    
    $564,485.31 per annum
($47,040.44 per month)April 1, 2021 
March 31, 2022
    
    $578,597.44 per annum
($48,216.45 per month)April 1, 2022 
March 31, 2023
    
    $593,062.38 per annum
($49,421.86 per month)
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Rent Credit During the Extension Term
  Renewal Option Renewal Option Renewal
Term
 Renewal Notice
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Fixed Rent in Renewal Term for PremisesTime Period
    
    Fixed Rent Per Annum
    
    
    Fixed Rent Per MonthApril 1, 2023  March 31, 2024
    
    $
    652,368.62
    
    
    $
    54,364.05April 1, 2024  March 31, 2025
    
    $
    668,677.83
    
    
    $
    55,723.15April 1, 2025  March 31, 2026
    
    $
    685,394.78
    
    
    $
    57,116.23April 1, 2026  March 31, 2027
    
    $
    702,529.65
    
    
    $
    58,544.14April 1, 2027  March 31, 2028
    
    $
    720,092.89
    
    
    $
    60,007.74
   Landlords Liability
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Brokerage
 Landlords Contribution
 Landlords Contribution Landlords Contribution
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Parameters .
 Payment multiplied by
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Articles Deleted
 Notices to Landlord
 Electricity, Water and Sewer
 Tenants Surrender Option
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Purpose
  Assignment
 TENTH:
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(provided provided
further,
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provided:
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i.e.
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1 4
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Nonstandard Alterations
  Electricity
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de minimis
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Default Notices
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Default
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Miscellaneous
  de minimis
   Zoning Lot
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Common Areas
 EIGHTY-SIXTH th th
 Landlords Access to the Premises
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Air Conditioning
 Article Second .
 Rent Control.
  Capital Improvements
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Continued Occupancy
 Ratification
 Entire Agreement; No Waiver
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Submission of Amendment
 Binding Effect; Governing Law
 Counterparts
 No Recordation
 [The remainder of this page is intentionally blank. Signatures are on the next page.]
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IN WITNESS WHEREOF
 LANDLORD:
500-512 SEVENTH AVENUE LIMITED PARTNERSHIPBy:
    /s/ Joseph ChetritName and Title: TENANT:
G-III LEATHER FASHIONS, INC.By:
    /s/ Wayne S. MillerName and Title:  28




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Exhibit A
  
 Advising Bank************** DIRECT ***************
    
    APPLICANT:Beneficiary
    
    AMOUNT: USDUnited States Dollars
 GENTLEMEN:
 WE HEREBY ESTABLISH OUR IRREVOCABLE STANDBY LETTER OF CREDIT NO.
 IN FAVOR OF 500-512
SEVENTH AVENUE LIMITED PARTNERSHIP (THE LANDLORD) FOR AN AGGREGATE AMOUNT NOT TO
EXCEED   U.S. DOLLARS ( $  ). THIS LETTER OF CREDIT IS AVAILABLE WITH   , NEW YORK AGAINST
PRESENTATION OF YOUR DRAFT AT SIGHT DRAWN ON   , NEW YORK WHEN ACCOMPANIED BY
THE DOCUMENTS INDICATED HEREIN.
 BENEFICIARYS DATED STATEMENT PURPORTEDLY SIGNED BY ONE OF ITS OFFICIALS OR AN OFFICIAL OF ITS
AGENT READING AS FOLLOWS: THE AMOUNT OF THIS DRAWING USD  UNDER  LETTER OF
CREDIT NUMBER  REPRESENTS FUNDS DUE US IF AN EVENT OF DEFAULT HAS OCCURRED UNDER ONE OR
MORE TERMS OF THAT CERTAIN FIRST AMENDMENT TO LEASE DATED AS OF JULY 1, 2000 BY AND
BETWEEN 500-512 SEVENTH AVENUE LIMITED PARTNERSHIP, AS LANDLORD AND   , AS TENANT.
 PARTIAL AND MULTIPLE DRAWINGS ARE PERMITTED. WE FURTHER UNDERTAKE THAT ANY DRAFT(S) PRESENTED
UNDER THIS LETTER OF CREDIT SHALL BE PAID NOT WITHSTANDING ANY CLAIM BY ANY PERSON THAT THE SUM
DEMANDED IS NOT DUE OR FOR ANY OTHER REASON THAT SAID DRAFT(S) IS NOT TO BE HONORED.
 THIS LETTER OF CREDIT EXPIRES AT OUR COUNTERS IN NEW YORK WITH OUR
CLOSE OF BUSINESS ON  .




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Advising Bank*************** DIRECT ***************
    
    APPLICANT:Beneficiary
    
    AMOUNT: USDUnited States Dollars
 IT IS A CONDITION OF THIS IRREVOCABLE LETTER OF CREDIT THAT IT SHALL BE AUTOMATICALLY EXTENDED
WITHOUT AMENDMENT FOR AN ADDITIONAL PERIOD OF ONE YEAR FROM THE PRESENT OR EACH FUTURE EXPIRATION
DATE, UNLESS AT LEAST FORTY-FIVE (45) DAYS PRIOR TO SUCH DATE WE SEND YOU NOTICE IN WRITING BY
REGISTERED MAIL, OR HAND DELIVERY AT THE ABOVE ADDRESS, THAT WE ELECT NOT TO RENEW THIS LETTER OF
CREDIT FOR SUCH ADDITIONAL PERIOD. HOWEVER IN NO EVENT SHALL THIS LETTER OF CREDIT BE EXTENDED
BEYOND THE FINAL EXPIRY DATE OF  . UPON SUCH NOTICE TO YOU, YOU MAY DRAW DRAFTS ON US AT
SIGHT FOR AN AMOUNT NOT TO EXCEED THE BALANCE REMAINING IN THIS LETTER OF CREDIT WITHIN THE THEN
APPLICABLE EXPIRY DATE, ACCOMPANIED BY YOUR DATED STATEMENT PURPORTEDLY SIGNED BY ONE OF YOUR
OFFICIALS READING: THE AMOUNT OF THIS DRAWING USD  UNDER   LETTER OF CREDIT NUMBER 
REPRESENTS FUNDS
DUE US AS WE HAVE RECEIVED NOTICE FROM  OF THEIR DECISION NOT TO EXTEND LETTER OF CREDIT NUMBER ___FOR
AN ADDITIONAL YEAR, AND THE LEASE IS STILL OUTSTANDING.
 THIS LETTER OF CREDIT IS TRANSFERABLE IN ITS ENTIRETY (BUT NOT IN PART) TO A SUCCESSOR LANDLORD AND   ONLY IS AUTHORIZED, TO ACT AS THE TRANSFERRING BANK.
 WE SHALL NOT RECOGNIZE ANY TRANSFER OF THIS LETTER OF CREDIT UNTIL THIS ORIGINAL LETTER OF CREDIT
TOGETHER WITH ANY AMENDMENTS AND A SIGNED AND COMPLETED TRANSFER FORM AS PER EXHIBIT 1 ATTACHED
HERETO IS RECEIVED BY US.




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Advising Bank*************** DIRECT ***************
    
    APPLICANT:Beneficiary
    
    AMOUNT: USDUnited States Dollars
 ALL TRANSFER FEES ARE FOR THE ACCOUNT OF THE APPLICANT.
 THE
CORRECTNESS OF THE SIGNATURE AND TITLE OF THE PERSON SIGNING THE TRANSFER FORMS MUST BE
VERIFIED BY YOUR BANK.
 IN CASE OF ANY TRANSFER UNDER THIS LETTER OF CREDIT, THE DRAFT AND ANY REQUIRED STATEMENT MUST BE
EXECUTED BY THE TRANSFEREE.
 THIS LETTER OF CREDIT MAY NOT BE TRANSFERRED TO ANY PERSON WITH WHICH U.S. PERSONS ARE PROHIBITED
FROM DOING BUSINESS UNDER U.S. FOREIGN ASSETS CONTROL REGULATIONS OR OTHER APPLICABLE U.S. LAWS AND
REGULATIONS.
 ALL CORRESPONDENCE AND ANY DRAWINGS PRESENTED IN CONNECTION WITH THIS LETTER OF CREDIT ARE TO BE
DIRECTED TO OUR OFFICE AT    CUSTOMER
INQUIRY NUMBERS ARE  AND   . WE HEREBY ISSUE THIS STANDBY
LETTER OF CREDIT IN YOUR FAVOR. IT IS SUBJECT TO THE UNIFORM
 CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS, 1993 REVISION, ICC
PUBLICATION NUMBER  AND ENGAGES US IN ACCORDANCE WITH THE TERMS THEREOF. THE NUMBER AND THE DATE OF
OUR CREDIT AND THE NAME OF OUR BANK MUST BE QUOTED ON ALL DRAFTS REQUIRED.




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EXHIBIT 1
 NEW YORK, NEW YORK  20__
 ADDRESS
ADDRESS
 RE:
    
    LETTER OF CREDIT NO.ISSUED BY:
 GENTLEMEN:
 FOR VALUE RECEIVED, THE UNDERSIGNED BENEFICIARY HEREBY IRREVOCABLY TRANSFER TO:
 (NAME OF TRANSFEREE)  (ADDRESS)
 ALL RIGHTS OF THE UNDERSIGNED BENEFICIARY TO DRAW UNDER THE ABOVE LETTER OF CREDIT IN ITS ENTIRETY.
 BY THIS TRANSFER, ALL RIGHTS OF THE UNDERSIGNED BENEFICIARY IN SUCH LETTER OF CREDIT ARE
TRANSFERRED TO THE TRANSFEREE AND THE TRANSFEREE SHALL HAVE THE SOLE RIGHTS AS BENEFICIARY THEREOF,
INCLUDING SOLE RIGHTS RELATING TO ANY AMENDMENTS WHETHER INCREASES OR EXTENSIONS OR OTHER
AMENDMENTS AND WHETHER NOW EXISTING OR HEREAFTER MADE. ALL AMENDMENTS ARE TO BE ADVISED DIRECT TO
THE TRANSFEREE WITHOUT NECESSITY OF ANY CONSENT OF OR NOTICE TO THE UNDERSIGNED BENEFICIARY.
 THE ADVICE OF SUCH LETTER OF CREDIT IS RETURNED HEREWITH, AND WE ASK YOU TO ENDORSE THE
TRANSFER ON THE REVERSE HEREOF, AND FORWARD IT DIRECT TO THE TRANSFEREE WITH YOUR CUSTOMARY NOTICE
OF TRANSFER.
 YOUR VERY TRULY,SIGNATURE OF BENEFICIARYSIGNATURE GUARANTEED AND IS IN CONFORMITY TO THAT ON FILE WITH US AS TO SIGNERS AUTHORIZATION FOR
THE EXECUTION OF THESE INSTRUMENTS.BANK:BY:TITLE: THIS FORM MUST BE EXECUTED IN DUPLICATE