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.
3
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:
By:
Name:
Title:
Signature Page to Amendment No.8