MAKE ITS OWN
CREDIT ANALYSIS AND DECISION TO ENTER INTO THIS COMMITMENT TRANSFER SUPPLEMENT;
(IV) PURCHASING LENDER WILL, INDEPENDENTLY AND WITHOUT RELIANCE UPON AGENT,
TRANSFEROR LENDER OR ANY OTHER LENDERS AND BASED ON SUCH DOCUMENTS AND
INFORMATION AS IT SHALL DEEM APPROPRIATE AT THE TIME, CONTINUE TO MAKE ITS OWN
CREDIT DECISIONS IN TAKING OR NOT TAKING ACTION UNDER THE FINANCING AGREEMENT;
(V) PURCHASING LENDER APPOINTS AND AUTHORIZES AGENT TO TAKE SUCH ACTION AS AGENT
ON ITS BEHALF AND TO EXERCISE SUCH POWERS UNDER THE FINANCING AGREEMENT AS ARE
DELEGATED TO THE AGENT BY THE TERMS THEREOF AND AGENT AGREES TO ACCEPT SUCH
APPOINTMENT AND EXERCISE ALL SUCH POWERS IN ACCORDANCE WITH THE TERMS OF THE
FINANCING AGREEMENT; (VI) PURCHASING LENDER AND AGENT AGREE THAT THEY WILL
PERFORM ALL OF THEIR RESPECTIVE OBLIGATIONS AS SET FORTH IN THE FINANCING
AGREEMENT TO BE PERFORMED BY EACH AS A LENDER AND AS AGENT, RESPECTIVELY; AND
(VII) PURCHASING LENDER REPRESENTS AND WARRANTS TO TRANSFEROR LENDER, LENDERS,
TERM LENDER, AGENT AND BORROWER THAT, IF PURCHASING LENDER IS NOT A "UNITED
STATES PERSON" AS DEFINED IN SECTION 7701(A)(30) OF THE CODE, IT IS EITHER
(X) ENTITLED TO THE BENEFITS OF AN INCOME TAX TREATY WITH THE UNITED STATES OF
AMERICA THAT PROVIDES FOR AN EXEMPTION FROM THE UNITED STATES WITHHOLDING TAX ON
INTEREST AND OTHER PAYMENTS MADE BY BORROWER UNDER THE FINANCING AGREEMENT AND
THE OTHER DOCUMENTS OR (Y) OTHERWISE ENTITLED TO A COMPLETE EXEMPTION FROM SUCH
WITHHOLDING TAX.
10.
SCHEDULE I HERETO SETS FORTH THE REVISED COMMITMENT PERCENTAGES OF
TRANSFEROR LENDER AND PURCHASING LENDER AS WELL AS ADMINISTRATIVE INFORMATION
WITH RESPECT TO PURCHASING LENDER.
11.
THIS COMMITMENT TRANSFER SUPPLEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
12.
THIS COMMITMENT TRANSFER SUPPLEMENT MAY BE EXECUTED IN ONE OR MORE
COUNTERPARTS, EACH OF WHICH TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE SAME
INSTRUMENT.
IN WITNESS WHEREOF, the parties hereto have caused this Commitment Transfer
Supplement to be executed by their respective duly authorized officers on the
date set forth above.
[
], as Transferor Lender
By:
Name:
Title:
HSBC BANK USA, NATIONAL ASSOCIATION, as Agent
By:
Name:
Title:
[
], as Purchasing Lender
By:
Name:
Title:
RAFAELLA APPAREL GROUP, INC., as Borrower
By:
Name:
Title:
SCHEDULE I TO COMMITMENT TRANSFER SUPPLEMENT
LIST OF OFFICES, ADDRESSES FOR NOTICES AND COMMITMENT AMOUNTS
AND COMMITMENT PERCENTAGES
[Transferor Lender]
Existing Commitment
$
Existing Commitment Percentage
%
Existing Term Loan Commitment/Term Loan
$
Existing Term Loan Commitment Percentage
%
Revised Commitment
$
Revised Commitment Percentage
%
Revised Term Loan Commitment/Term Loan
$
Revised Term Loan Commitment Percentage
%
[Purchasing Lender]
Commitment
$
Commitment Percentage
%
Term Loan Commitment/Term Loan
$
Term Loan Commitment Percentage
%
Addresses for Notices
Purchasing Lender:
Attention:
Telephone:
Facsimile:
Revolving Advance Balance of Transferor Lender as of the Transfer Effective Date
$
Term Loan Balance of Transferor Lender as of the Transfer Effective Date
$
Interest and Fees accrued to the Transfer Effective Date