0001104659-09-008382 Sample Contracts

AMENDMENT NO. 7 TO FINANCING AGREEMENT
Financing Agreement • February 11th, 2009 • Rafaella Apparel Group,inc. • Wholesale-apparel, piece goods & notions • New York

THIS AMENDMENT NO. 7 (this “Amendment”) is entered into as of December 16, 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. 8 TO FINANCING AGREEMENT
Financing Agreement • February 11th, 2009 • Rafaella Apparel Group,inc. • Wholesale-apparel, piece goods & notions • New York

THIS AMENDMENT NO. 8 (this “Amendment”) is entered into as of February 10, 2009, 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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