RAFAELLA APPAREL GROUP, INC. EQUITY INCENTIVE PLAN AWARD AGREEMENTEquity Incentive Plan Award Agreement • October 13th, 2010 • Rafaella Apparel Group,inc. • Wholesale-apparel, piece goods & notions • New York
RAFAELLA APPAREL GROUP, INC. (the “Company”) hereby grants to Richard Metzger (the “Participant”) the following option (the “Option”) to purchase shares of the common stock of the Company (the “Shares”), subject to the following terms and conditions and pursuant to the Rafaella Apparel Group, Inc. Equity Incentive Plan (the “Plan”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 13th, 2010 • Rafaella Apparel Group,inc. • Wholesale-apparel, piece goods & notions • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of October 13, 2010 (the “Effective Date”), between Rafaella Apparel Group, Inc. (the “Company”) and Richard Metzger (the “Executive”, and together with the Company, the “Parties”).
AMENDED AND RESTATED FINANCING AGREEMENT HSBC BANK USA, NATIONAL ASSOCIATION (AS AGENT AND AS LENDER) and THE OTHER LENDERS SIGNATORY HERETO FROM TIME TO TIME (AS LENDERS) with RAFAELLA APPAREL GROUP, INC. and THE OTHER LOAN PARTIES SIGNATORY HERETO...Financing Agreement • May 24th, 2010 • Rafaella Apparel Group,inc. • Wholesale-apparel, piece goods & notions • New York
Amended and Restated Financing Agreement dated as of May 21, 2010 among RAFAELLA APPAREL GROUP, INC., a Delaware corporation (the “Borrower”), Verrazano, Inc., a New York corporation (“Verrazano”), each other subsidiary of the Borrower which becomes a guarantor of the obligations hereunder from time to time (collectively with Verrazano, the “Guarantors”; each a “Guarantor”), HSBC BANK USA, NATIONAL ASSOCIATION (“HSBC”), CERBERUS CAPITAL MANAGEMENT, L.P., a Delaware limited partnership, (“CCM”) and the other financial institutions which are now or which hereafter become a party hereto (with respect to their Commitments to make Advances) (each a “Lender” and collectively, the “Lenders”), CCM, as the term loan lender (“Term Lender”) and HSBC, as agent for the Lenders and the Term Lender (in such capacity, the “Agent”).
ASSET PURCHASE AGREEMENT by and among RAFAELLA APPAREL GROUP, INC., RAFAELLA APPAREL FAR EAST LIMITED and VERRAZANO, INC. and PERRY ELLIS INTERNATIONAL, INC. Dated as of January 7, 2011Escrow Agreement • January 13th, 2011 • Rafaella Apparel Group,inc. • Wholesale-apparel, piece goods & notions • New York
This Asset Purchase Agreement, dated as of January 7, 2011 (this “Agreement”), is by and among Rafaella Apparel Group, Inc., a Delaware corporation (“Rafaella”), Rafaella Apparel Far East Limited, a Hong Kong limited company (“Rafaella Apparel Far East”), and Verrazano, Inc., a New York corporation (“Verrazano” and collectively with Rafaella, Rafaella Apparel Far East and Verrazano, the “Sellers”), and Perry Ellis International, Inc., a Florida corporation (“Purchaser” and collectively with the Sellers, the “Parties”).
FACTORING AGREEMENTFactoring Agreement • December 22nd, 2008 • Rafaella Apparel Group,inc. • Wholesale-apparel, piece goods & notions • New York
THIS FACTORING AGREEMENT (“Agreement”) made and executed this 19 day of December, 2008 by and between RAFAELLA APPAREL GROUP, INC. (“Client”) and WELLS FARGO TRADE CAPITAL, LLC (“Factor”)
AMENDMENT NO. 1 TO FINANCING AGREEMENTFinancing Agreement • September 29th, 2008 • Rafaella Apparel Group,inc. • Wholesale-apparel, piece goods & notions • New York
THIS AMENDMENT NO. 1 (this “Amendment”) is entered into as of March 31, 2006, 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. 9 TO FINANCING AGREEMENTFinancing Agreement • October 1st, 2009 • Rafaella Apparel Group,inc. • Wholesale-apparel, piece goods & notions • New York
THIS AMENDMENT NO. 9 (this “Amendment”) is entered into as of September 25, 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”).
CONSENT AND AMENDMENT NO. 3 TO FINANCING AGREEMENTFinancing 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”).
Re: AmendmentFactoring Agreement • March 4th, 2010 • Rafaella Apparel Group,inc. • Wholesale-apparel, piece goods & notions
Reference is made to the Factoring Agreement between VERRAZANO INC. (“Client”) and WELLS FARGO TRADE CAPITAL, LLC (“Factor”), bearing the effective date of December 19, 2008 (as amended or otherwise modified, the “Factoring Agreement”).
REAFFIRMATION OF PLEDGE AGREEMENTReaffirmation of Pledge Agreement • May 24th, 2010 • Rafaella Apparel Group,inc. • Wholesale-apparel, piece goods & notions
AMENDMENT NO. 7 TO FINANCING AGREEMENTFinancing 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”).
RAFAELLA APPAREL GROUP, INC.Rafaella Apparel Group,inc. • August 3rd, 2009 • Wholesale-apparel, piece goods & notions
Reference is made to that certain Stockholders’ Agreement dated as of June 20, 2005 by and among Rafaella Apparel Group, Inc. (the “Company”), RA Cerberus Acquisition, LLC and Rafaella Sportswear, Inc. (the “Stockholders’ Agreement”). Effective as of August 27, 2009, you have been appointed, pursuant to Section 4.1 of the Stockholders’ Agreement, to serve as a member of the board of directors (the “Board”) of the Company and as a member of the audit committee of the Board. You are appointed to the Board as a Cerberus Designee (as such term is defined in the Stockholders’ Agreement).
EMPLOYMENT AGREEMENTEmployment Agreement • January 23rd, 2008 • Rafaella Apparel Group,inc. • Wholesale-apparel, piece goods & notions • New York
EMPLOYMENT AGREEMENT (“Agreement”) dated as of January 8, 2008, between Rafaella Apparel Group, Inc. (the “Company”) and Husein Jafferjee (the “Executive”).
AMENDMENT NO. 2 TO FINANCING AGREEMENTFinancing Agreement • September 29th, 2008 • Rafaella Apparel Group,inc. • Wholesale-apparel, piece goods & notions • New York
THIS AMENDMENT NO. 2 (this “Amendment”) is entered into effective as of December 31, 2006, 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 TO EMPLOYMENT AGREEMENTEmployment Agreement • September 3rd, 2008 • Rafaella Apparel Group,inc. • Wholesale-apparel, piece goods & notions
This AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of the 28th day of August, 2008, by and between RAFAELLA APPAREL GROUP, INC., a Delaware corporation (the “Company”), and Husein Jafferjee (the “Executive”).
AMENDMENT NO. 6 TO FINANCING AGREEMENTFinancing Agreement • November 14th, 2008 • Rafaella Apparel Group,inc. • Wholesale-apparel, piece goods & notions • New York
THIS AMENDMENT NO. 6 (this “Amendment”) is entered into as of September 30, 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”).
REAFFIRMATION OF TRADEMARK COLLATERAL SECURITY AGREEMENTCollateral Security Agreement • May 24th, 2010 • Rafaella Apparel Group,inc. • Wholesale-apparel, piece goods & notions
COLLECTION SERVICES FACTORING AGREEMENTCollection Services Factoring Agreement • December 22nd, 2008 • Rafaella Apparel Group,inc. • Wholesale-apparel, piece goods & notions • New York
Reference is made to the Factoring Agreement entered into between us dated June 20, 2005, as the same may have been amended and supplemented from time to time (the “Original Factoring Agreement”). Effective as of December 16, 2008, GMAC COMMERCIAL FINANCE LLC and RAFAELLA APPAREL GROUP, INC. agree that the Original Factoring Agreement is hereby amended and restated in its entirety as follows:
LOGISTICS AND DISTRIBUTION SERVICES AGREEMENTLogistics and Distribution Services Agreement • June 23rd, 2010 • Rafaella Apparel Group,inc. • Wholesale-apparel, piece goods & notions • New York
This Agreement, along with each Annex attached hereto (collectively, the “Agreement”) is made as of this 17th day of June, 2010 by and between IDS USA Inc., a Delaware corporation, having offices at 2 Panasonic Way, Secaucus, New Jersey 07096 (hereinafter referred to as “IDS”) and Rafaella Apparel Group, Inc., a Delaware corporation, and its subsidiaries, having offices at 1411 Broadway, New York, New York 10018 (hereinafter referred to as the “Client”).
Wells Fargo Trade CapitalRafaella Apparel Group,inc. • March 4th, 2010 • Wholesale-apparel, piece goods & notions
Reference is made to the Factoring Agreement between RAFAELLA APPAREL GROUP, INC. (“Client”) and WELLS FARGO TRADE CAPITAL, LLC (“Factor”), bearing the effective date of December 19, 2008 (as amended or otherwise modified, the “Factoring Agreement”).
AMENDMENT NO. 8 TO FINANCING AGREEMENTFinancing 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”).
AMENDMENT NO. 4 TO FINANCING AGREEMENTFinancing 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 AGREEMENTFinancing 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’’).
AMENDED AND RESTATED AGREEMENT FOR CHAIRMAN OF BOARD OF DIRECTORSAgreement • May 24th, 2010 • Rafaella Apparel Group,inc. • Wholesale-apparel, piece goods & notions • New York
This AMENDED AND RESTATED AGREEMENT FOR CHAIRMAN OF BOARD OF DIRECTORS (this “Agreement”) is dated as of May 21, 2010, between Rafaella Apparel Group, Inc. (the “Company”) and John Kourakos, an individual (“Director”) (the Company and Director, together, the “Parties”).
AGREEMENT FOR CHAIRMAN OF BOARD OF DIRECTORSAgreement for Chairman of Board of Directors • September 3rd, 2008 • Rafaella Apparel Group,inc. • Wholesale-apparel, piece goods & notions • New York
This AGREEMENT FOR CHAIRMAN OF BOARD OF DIRECTORS (this “Agreement”) is dated as of October 1, 2007, between Rafaella Apparel Group, Inc. (the “Company”) and John Kourakos, an individual (“Director”) (the Company and Director, together, the “Parties”).
