0001104659-08-033702 Sample Contracts

CONSENT AND AMENDMENT NO. 3 TO FINANCING AGREEMENT
Financing Agreement • May 15th, 2008 • Rafaella Apparel Group,inc. • Wholesale-apparel, piece goods & notions • New York

THIS CONSENT AND AMENDMENT NO. 3 (this “Amendment”) is entered into as of March 4, 2008, by and among RAFAELLA APPAREL GROUP, INC., a Delaware corporation (“Borrower”),VERRAZANO, INC., a New York corporation (“Verrazano”), HSBC BANK USA, NATIONAL ASSOCIATION (“HSBC”) and the other financial institutions which are now or which hereafter become a party hereto (each a “Lender” and collectively, the “Lenders”) and HSBC, as agent for the Lenders (in such capacity, the “Agent”).

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AMENDMENT NO. 4 TO FINANCING AGREEMENT
Financing Agreement • May 15th, 2008 • Rafaella Apparel Group,inc. • Wholesale-apparel, piece goods & notions • New York

THIS AMENDMENT NO. 4 (this “Amendment”) is entered into as of March 28, 2008, by and among RAFAELLA APPAREL GROUP, INC., a Delaware corporation (“Borrower”), VERRAZANO, INC., a New York corporation (“Verrazano”), HSBC BANK USA, NATIONAL ASSOCIATION (“HSBC”) and the other financial institutions which are now or which hereafter become a party hereto (each a “Lender” and collectively, the “Lenders”) and HSBC, as agent for the Lenders (in such capacity, the “Agent”).

AMENDMENT NO. 5 TO FINANCING AGREEMENT
Financing Agreement • May 15th, 2008 • Rafaella Apparel Group,inc. • Wholesale-apparel, piece goods & notions • New York

THIS AMENDMENT NO. 5 (this “Amendment”) is entered into as of May 14, 2008, by and among RAFAELLA APPAREL GROUP, INC., a Delaware corporation (“Borrower”), VERRAZANO, INC., a New York corporation (“Verrazano”), HSBC BANK USA, NATIONAL ASSOCIATION (“HSBC”) and the other financial institutions which are now or which hereafter become a party hereto (each a “Lender” and collectively, the “Lenders”) and HSBC, as agent for the Lenders (in such capacity, the “Agent’’).

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