0000950123-09-006927 Sample Contracts

Contract
Stock Incentive Plan Deferred Stock Award Agreement • April 21st, 2009 • G Iii Apparel Group LTD /De/ • Apparel & other finishd prods of fabrics & similar matl • Delaware

AGREEMENT, made as of the 15th day of April, 2009, between G-III APPAREL GROUP, LTD. (the “Company”) and (the “Executive”), pursuant to the G-III Apparel Group, Ltd. 2005 Stock Incentive Plan (the “Plan”).

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AMENDMENT NO. 2 TO AMENDED & RESTATED FINANCING AGREEMENT
Financing Agreement • April 21st, 2009 • G Iii Apparel Group LTD /De/ • Apparel & other finishd prods of fabrics & similar matl • New York

This Amendment No. 2 to Amended & Restated Financing Agreement (this “Amendment No. 2”) is entered into as of April 20, 2009, by and among G-III Leather Fashions, Inc., a New York corporation (“G-III Inc.”), J. Percy for Marvin Richards, Ltd., a New York corporation (“JPMR”), CK Outerwear, LLC, a New York limited liability company (“CKO”), A. Marc & Co., Inc., a New York corporation (“AMC”), Andrew & Suzanne Company Inc., a New York corporation (“A&S”), AM Retail Group, Inc., a Delaware corporation (“AMRGI”, and together with G-III Inc., JPMR, CKO, AMC and A&S, individually a “Company” and collectively, the “Companies”), The CIT Group/Commercial Services, Inc., a New York corporation (“CIT”) (CIT and the financial institutions which are now or hereafter become a party to the Financing Agreement (as hereafter defined) each a “Lender” and collectively, “Lenders”), and CIT as agent for Lenders (CIT, in such capacity, “Agent”).

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