0000818682-03-000010 Sample Contracts

PARTICIPATION AGREEMENT
Participation Agreement • July 24th, 2003 • Harolds Stores Inc • Retail-family clothing stores • Massachusetts

THIS PARTICIPATION AGREEMENT ("this Agreement") is made this 10th day of July, 2003, by and between WELLS FARGO RETAIL FINANCE II, LLC, a Delaware limited liability company formerly known as Wells Fargo Retail Finance, LLC (together with its successors and assigns "WFRF"), having an office at One Boston Place, 18th Floor, Boston, Massachusetts 02108 Attention: Lynn Whitmore, and RONHOW, LLC, a Georgia limited liability company (the "Participant"), having an office at 3290 Northside Parkway, Suite 250, Atlanta, Georgia 30302, Attention: Bob Anderson.

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AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • July 24th, 2003 • Harolds Stores Inc • Retail-family clothing stores • Massachusetts

THIS AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT (this "Amendment") is entered into as of July 10, 2003 (the "Effective Date"), by and among, on the one hand, the lender identified on the signature page hereof (such lender, together with its successors and assigns, is referred to hereinafter as the "Lender"), WELLS FARGO RETAIL FINANCE II, LLC, as collateral agent and administrative agent (the "Agent") for the Lender and any other holder of Obligations (as defined in the Loan Agreement referred to below) and, on the other hand, HAROLD'S STORES, INC., an Oklahoma corporation ("Parent"), HAROLD'S FINANCIAL CORPORATION, an Oklahoma corporation ("Harold's Finance"), HAROLD'S DIRECT, INC., an Oklahoma corporation ("Harold's Direct"), HAROLD'S STORES OF TEXAS, L.P., a Texas limited partnership ("Harold's Texas"), HAROLD'S STORES OF GEORGIA, L.P., a Georgia limited partnership ("Harold's Georgia"), HAROLD'S OF JACKSON, INC., a Mississippi corporation ("Harold's Mississippi", and collective

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