REAFFIRMATION OF PLEDGE AGREEMENT
Exhibit 10.41
REAFFIRMATION OF PLEDGE AGREEMENT
May 21, 2010
HSBC Bank USA, National Association
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
The undersigned executed and delivered to Agent (as hereafter defined) a Pledge Agreement dated as of June 20, 2005 (as amended, restated, supplemented, or otherwise modified from time to time, the “Pledge Agreement”) pursuant to which the undersigned, Rafaella Apparel Group, Inc. (“Pledgor”), a Delaware corporation pledged, assigned, hypothecated, transferred and granted (the “Pledge”) to Agent for its benefit and the ratable benefit of Lenders certain Collateral including, without limitation, certain Pledged Stock. The Pledge was made in order to secure certain Indebtedness including, without limitation, all Obligations of Pledgor to Agent under that certain Financing Agreement dated as of June 20, 2005 (as amended, restated, modified or supplemented from time to time, the “Financing Agreement”) among Pledgor, Verrazano, Inc. (“Verrazano”), each other subsidiary of Pledgor which becomes a guarantor of the Obligations thereunder from time to time, the various financial institutions which are a party thereto (each a “Lender” and collectively, “Lenders”) and HSBC Bank USA, National Association (“HSBC”), as agent for Lenders (HSBC in such capacity, “Agent”). All capitalized terms not otherwise defined herein shall have the meanings set forth in the Pledge Agreement.
The undersigned hereby:
(a) acknowledges that the Financing Agreement is being amended and restated pursuant to the terms of that certain Amended and Restated Financing Agreement, dated as of May 21, 2010 (the “Restated Financing Agreement”) among Borrower, Verrazano, Lenders, the Term Lender (as defined in the Restated Financing Agreement), Agent and other parties thereto and that this Reaffirmation of Pledge Agreement is being given to induce the Lenders, the Term Lender and Agent to enter into the Restated Financing Agreement;
(b) ratifies and confirms that (i) all of the terms and conditions, representations and covenants contained in the Pledge Agreement shall remain in full force and effect after giving effect to the execution and effectiveness of the Restated Financing Agreement; provided, however, that (x) Schedule A to the Pledge Agreement is hereby amended and restated as attached hereto, (y) Section 4(l) of the Pledge Agreement is hereby amended by deleting the words “one hundred percent (100%)” and substituting the words “the indicated percentage” therefor, and (z) the notice address for the Pledgor (and for copies) set forth in Section 15 of the Pledge Agreement, shall be revised to reflect that notices (including copies of such notices) shall be sent to the address (including the address for all copies) for the Pledgor set forth in Section 16.6(C) in the Restated Financing Agreement; and (ii) the Pledge is for the benefit of the Agent,
Lenders and the Term Lender to secure Pledgor’s and each Loan Party’s Obligations under the Financing Agreement, the Restated Financing Agreement and the Other Documents.
(c) represents and warrants that no offsets, counterclaims or defenses exist as of the date hereof with respect to the undersigned’s obligations under the Pledge Agreement; and
(d) ratifies and confirms that references to the phrase “Financing Agreement” in the Pledge Agreement shall mean the Restated Financing Agreement, and that the Obligations under the Financing Agreement, after giving effect to the Restated Financing Agreement, remain secured by the security interests and pledges granted by the undersigned under and pursuant to the terms of the Pledge Agreement, as reaffirmed hereby.
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Very truly yours, |
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RAFAELLA APPAREL GROUP, INC., as Pledgor |
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By: |
/s/ Xxxxx X. Xxxxxxx |
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Name: Xxxxx X. Xxxxxxx |
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Its: Chief Financial Officer |
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ACKNOWLEDGED AND AGREED: |
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HSBC BANK USA, NATIONAL ASSOCIATION, as Agent |
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By: |
/s/ Xxxx X. Xxxxxxxx |
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Name: Xxxx X. Xxxxxxxx |
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Its: Vice President |
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Signature Page to Reaffirmation of Stock Pledge Agreement
