THE LENDERS........................84
VI
EXHIBITS
EXHIBIT A FORM OF ASSIGNMENT AND TRANSFER AGREEMENT
EXHIBIT B FORM OF REVOLVING LOAN PROMISSORY NOTE
EXHIBIT C FORM OF TERM LOAN PROMISSORY NOTE
EXHIBIT D FORM OF COMPLIANCE CERTIFICATE
EXHIBIT E FORM OF BORROWING BASE CERTIFICATE
EXHIBIT F FORM CONTINUING AGREEMENT FOR ISSUANCE OF STEAMSHIP GUARANTIES AND
AIRWAY RELEASES
EXHIBIT G [INTENTIONALLY OMITTED]
EXHIBIT H FORM OF AVAILABLE TO SELL REPORT DESIGNATED IN DOLLARS
EXHIBIT I FORM OF INVENTORY ANALYSIS REPORT
EXHIBIT J FORM OF KEY ITEM REPORT
EXHIBIT 7.5 FORM OF LICENSOR CONSENT LETTERS
EXHIBIT 7.6 FORM OF LANDLORD WAIVER LETTERS
SCHEDULES
SCHEDULE 1.1(A)
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EXISTING INDEBTEDNESS
SCHEDULE 1.1(C)
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EXISTING BANKERS ACCEPTANCES
SCHEDULE 1.1(D)
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EXISTING LETTERS OF CREDIT
SCHEDULE 1.1(E)
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EXCLUDED SUBSIDIARIES
SCHEDULE 1.1(B)
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DESCRIPTION OF REAL ESTATE
SCHEDULE 7.1(B)
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COMPANIES AND COLLATERAL INFORMATION
SCHEDULE 7.1(F)
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ENVIRONMENTAL MATTERS
SCHEDULE 7.5
LICENSOR CONSENT LETTERS
SCHEDULE 7.6
LANDLORD WAIVERS
I
THE CIT GROUP/COMMERCIAL SERVICES, INC., a New York corporation, ("CIT")
with offices located at 1211 Avenue of the Americas, New York, New York 10036,
(CIT and any other entity becoming a Lender hereunder pursuant to Section
13.4(b) of this Financing Agreement, are collectively referred to as the
"Lenders" and individually as a "Lender"), and CIT, as the Agent for the Lenders
(the "Agent"), are pleased to confirm the terms and conditions under which the
Lenders, acting through the Agent, shall make a term loan, revolving loans and
other financial accommodations to G-III Leather Fashions, Inc., a New York
corporation ("G-III Inc."), J. Percy for Marvin Richards, Ltd., a New York
corporation ("JPMR"), and CK Outerwear, LLC, a New York limited liability
company (hereinafter "CKO", and together with G-III Inc. and JPMR, individually
a "Company" and collectively, the "Companies").
SECTION 1. DEFINITIONS
1.1. DEFINED TERMS. As used in this Financing Agreement:
ACCOUNTS shall mean any and all of the Companies' present and future: (a)
accounts (as defined in the UCC), including without limitation, Due from Factor
Receivables; (b) instruments, documents, chattel paper (including electronic
chattel paper) (all as defined in the UCC); (c) unpaid seller's or lessor's
rights (including rescission, replevin, reclamation, repossession and stoppage
in transit) relating to the foregoing or arising therefrom; (d) rights to any
goods represented by any of the foregoing, including rights to returned,
reclaimed or repossessed goods; (e) reserves and credit balances arising in
connection with or pursuant to this Financing Agreement; (f) guaranties, other
supporting obligations, payment intangibles and letter of credit rights (all as
defined in the UCC); (g) insurance policies or rights relating to any of the
foregoing; (h) general intangibles pertaining to any of the foregoing (including
rights to payment, including those arising in connection with bank and non-bank
credit cards), and all books and records and any electronic media and software
relating thereto; (i) notes, deposits or other property of the Companies'
account debtors securing the obligations owed by such account debtors to the
Companies; and (j) all Proceeds of any of the foregoing.
ACCOUNTS RECEIVABLE AGING REPORT shall mean