0001193125-08-116403 Sample Contracts

Memorandum Of Understanding Shipson, LLC and Cygne Designs, Inc.
Lease • May 15th, 2008 • Cygne Designs Inc • Women's, misses', and juniors outerwear

By this Lease Landlord leases to Tenant and Tenant leases from Landlord the Premises in the Building as set forth and described on the Reference Pages. The Premises are depicted on the floor plan attached hereto as Exhibit A, and the Building is depicted on the site plan attached hereto as Exhibit A-1. The Reference Pages, including all terms defined thereon, are incorporated as part of this Lease.

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FIFTH MODIFICATION TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • May 15th, 2008 • Cygne Designs Inc • Women's, misses', and juniors outerwear

This Fifth Modification to Loan and Security Agreement (this “Modification”) is entered into by and between CYGNE DESIGNS, INC., a Delaware corporation (“Borrowed” and COMERlCA BANK (“Bank”), whose Western Market Headquarters is located at 333 West Santa Clara Street, San Jose, California, as of this May 5th, 2008.

FOURTH MODIFICATION TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • May 15th, 2008 • Cygne Designs Inc • Women's, misses', and juniors outerwear

This Fourth Modification to Loan and Security Agreement (this “Modification”) is entered into by and between CYGNE DESIGNS, INC., a Delaware corporation (the “Borrower”) and COMERICA BANK (“Bank”), whose Western Market Headquarters is located at 333 West Santa Clara Street, San Jose, California as of March 26, 2008.

THIRD MODIFICATION TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • May 15th, 2008 • Cygne Designs Inc • Women's, misses', and juniors outerwear

This Third Modification to Loan and Security Agreement (this “Modification”) is entered into by and between CYGNE DESIGNS, INC., a Delaware corporation (“Borrower”) and COMERICA BANK, (“Bank”), whose Western Market Headquarters is located at 333 West Santa Clara Street, San Jose, California as of December 20, 2007.

SECOND AMENDED AND RESTATED INVENTORY RIDER (REVOLVING ADVANCE)
Cygne Designs Inc • May 15th, 2008 • Women's, misses', and juniors outerwear

Borrower has entered into that certain Loan and Security Agreement (Accounts and inventory) dated July 30, 2007 with Comerica Bank (“Bank”) as secured party (as modified, supplemented, amended, revised or restated from time to time, hereinafter the “Agreement”), The SECOND AMENDED AND RESTATED INVENTORY RIDER (REVOLVING ADVANCE), dated as of May 5, 2008 (hereinafter, this “Rider”) (a) is hereby made a part of and is incorporated into the Agreement and (b) amends and restates, in its entirety, that certain Amended and Restated Inventory Rider (Revolving Advance), dated November 7,2007, between Borrower and Bank. Unless otherwise defined, all initially capitalized terms in this Rider shall be as defined in the Agreement.

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