0001104659-08-077673 Sample Contracts

FACTORING AGREEMENT
Factoring 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”)

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COLLECTION SERVICES FACTORING AGREEMENT
Collection 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:

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