REPRESENTATION, WARRANTIES OR COVENANTS ARE LIMITED BY THEIR TERMS TO A SPECIFIC
DATE IN WHICH CASE THEY SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF
SUCH DATE OR (II) FOR CHANGES IN THE NATURE OF ITS BUSINESS OR OPERATIONS THAT
MAY OCCUR AFTER THE CLOSING DATE IN THE ORDINARY COURSE OF BUSINESS SO LONG AS
AGENT HAS CONSENTED TO SUCH CHANGES OR SUCH CHANGES ARE NOT IN VIOLATION OF ANY
PROVISION OF THE FINANCING AGREEMENT OR ANY OTHER DOCUMENT.
(C)
NO EVENT OF DEFAULT OR DEFAULT HAS OCCURRED AND IS CONTINUING OR
WOULD EXIST AFTER GIVING EFFECT TO THIS AMENDMENT.
(D)
IT DOES NOT HAVE ANY DEFENSE, COUNTERCLAIM OR OFFSET WITH RESPECT
TO THE FINANCING AGREEMENT.
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5.
EFFECT ON THE FINANCING AGREEMENT.
(A)
UPON THE EFFECTIVENESS OF SECTION 2 HEREOF, EACH REFERENCE IN THE
FINANCING AGREEMENT TO "THIS AGREEMENT," "HEREUNDER," "HEREOF," "HEREIN" OR
WORDS OF LIKE IMPORT SHALL MEAN AND BE A REFERENCE TO THE FINANCING AGREEMENT AS
AMENDED HEREBY.
(B)
EXCEPT AS SPECIFICALLY AMENDED HEREIN, THE FINANCING AGREEMENT,
AND ALL OTHER DOCUMENTS, INSTRUMENTS AND AGREEMENTS EXECUTED AND/OR DELIVERED IN
CONNECTION THEREWITH, SHALL REMAIN IN FULL FORCE AND EFFECT, AND ARE HEREBY
RATIFIED AND CONFIRMED.
(C)
THE EXECUTION, DELIVERY AND EFFECTIVENESS OF THIS AMENDMENT SHALL
NOT OPERATE AS A WAIVER OF ANY RIGHT, POWER OR REMEDY OF AGENT OR LENDERS, NOR
CONSTITUTE A WAIVER OF ANY PROVISION OF THE FINANCING AGREEMENT, OR ANY OTHER
DOCUMENTS, INSTRUMENTS OR AGREEMENTS EXECUTED AND/OR DELIVERED UNDER OR IN
CONNECTION THEREWITH.
6.
GOVERNING LAW.
THIS AMENDMENT SHALL BE BINDING UPON AND INURE TO
THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS
AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK.
7.
HEADINGS.
SECTION HEADINGS IN THIS AMENDMENT ARE INCLUDED HEREIN
FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT CONSTITUTE A PART OF THIS
AMENDMENT FOR ANY OTHER PURPOSE.
8.
COUNTERPARTS; FACSIMILE.
THIS AMENDMENT MAY BE EXECUTED BY THE
PARTIES HERETO IN ONE OR MORE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN
ORIGINAL AND ALL OF WHICH WHEN TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE SAME
AGREEMENT.
ANY SIGNATURE DELIVERED BY A PARTY BY FACSIMILE OR ELECTRONIC
TRANSMISSION, INCLUDING VIA "PDF" FORMAT, SHALL BE DEEMED TO BE AN ORIGINAL
SIGNATURE HERETO.
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IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year
first written above.
RAFAELLA APPAREL GROUP, INC., as
Borrower
By:
Name:
Title:
VERRAZANO, INC., as Guarantor
By:
Name:
Title:
HSBC BANK USA, NATIONAL ASSOCIATION,
as Agent and as a Lender
By:
Name:
Title:
ISRAEL DISCOUNT BANK OF NEW YORK, as
a Lender
By:
Name:
Title: