EX-10.1






Exhibit 10.1




EXECUTION COPY




          SECOND AMENDMENT, dated as of May 12, 2009 (this “Second Amendment”), to the Amended
and Restated Credit Agreement, dated as of January 12, 2009 (as amended, supplemented or otherwise
modified from time to time, the “Credit Agreement”), among Liz Claiborne, Inc., Mexx Europe
B.V., Liz Claiborne Canada Inc., the other Loan Parties from time to time party thereto, the
Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and US Collateral Agent,
J.P. Morgan Europe Limited, as European Administrative Agent and European Collateral Agent,
JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Administrative Agent and Canadian Collateral
Agent, Bank of America, N.A. and SunTrust Bank, as Syndication Agents, and Wachovia Bank, National
Association, as Documentation Agent.




W I T N
E S S E T H :




          WHEREAS, the Borrowers, the Lenders, the Syndication Agents, the Documentation Agent, the
Administrative Agent, the European Administrative Agent and the Canadian Administrative Agent are
parties to the Credit Agreement;




          WHEREAS, the Borrowers have requested certain amendments to the Credit Agreement as set forth
herein; and




          WHEREAS, the Lenders have consented to the requested amendments as set forth herein;




          NOW, THEREFORE, in consideration of the premises contained herein, the parties hereto agree as
follows:




     1. Defined Terms. Unless otherwise defined herein, capitalized terms used herein
which are defined in the Credit Agreement are used herein as therein defined.



     2. Amendments to Section 1.01 (Defined Terms). (a) Section 1.01 of the Credit
Agreement is hereby amended by inserting in alphabetical order the following new definitions:



          “Increased Reporting Period” means the period commencing on May 16, 2009 and ending
July 31, 2010.




          “Required Availability Amount” means $90,000,000 (or, on any date (x) on or after
October 4, 2009 and prior to December 6, 2009, $75,000,000 and (y) on or after December 15, 2009
and prior to January 30, 2010, $120,000,000). 




          “Second Amendment” means the Second Amendment, dated as of May 12, 2009, to this
Agreement.




          “Second Amendment Effective Date” has the meaning assigned to such term in the Second
Amendment.




 









 








          (b) The definition of “Adjusted LIBO Rate” in Section 1.01 of the Credit Agreement is hereby
amended by deleting the definition contained therein in its entirety and substituting in lieu
thereof the following new definition:




          “Adjusted LIBO Rate” means, with respect to any Eurocurrency Borrowing for any
Interest Period, an interest rate per annum equal to the greater of (1) (a) (i) the LIBO Rate for
such Interest Period multiplied (if applicable) by (ii) the Statutory Reserve Rate,
plus (b) the Mandatory Cost (in each case, rounded upwards, if necessary, to the next 1/16
of 1%) and (2) 1.50%.




          (c) The definition of “Applicable Spread” in Section 1.01 of the Credit Agreement is hereby
amended by (i) deleting the words “Category 4” contained therein and inserting in lieu thereof the
words “Category 2”, (ii) deleting the words “Category 3” contained therein and inserting in lieu
thereof the words “Category 1” and (iii) deleting the pricing grid contained therein and
substituting in lieu thereof the following new pricing grid:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Canadian	 	 	 	 	 	Overnight
	Average Aggregate	 	ABR	 	Eurocurrency	 	Prime	 	Acceptance	 	LIBO
	Availability	 	Spread	 	Spread	 	Spread	 	Fee	 	Spread
	Category 1
>$150,000,000
	 	 	5.00	%	 	 	5.00	%	 	 	5.00	%	 	 	5.00	%	 	 	5.00	%
	Category 2
≤ $150,000,000
	 	 	5.25	%	 	 	5.25	%	 	 	5.25	%	 	 	5.25	%	 	 	5.25	%






          (d) The definition of “Fixed Charges” in Section 1.01 of the Credit Agreement is hereby
amended by adding the words “(net of any income tax refund received, but in no event less than
zero)” immediately following the words “plus income taxes paid in cash” in the second line
thereof;




          (e) The definition of “Full Cash Dominion Period” in Section 1.01 of the Credit Agreement is
hereby amended by deleting the definition contained therein in its entirety and substituting in
lieu thereof the following new definition:




          “Full Cash Dominion Period” means (i) at any time prior to the Second Amendment
Effective Date, any Level 1 Minimum Aggregate Availability Period (provided that a Full
Cash Dominion Period may be discontinued no more than twice in any period of twelve consecutive
months) and (ii) any period commencing on or after the Second Amendment Effective Date.




     3. Amendment to Section 5.01 (Financial Statements; Borrowing Base and Other
Information). (a) Clause (g) of Section 5.01 of the Credit Agreement is hereby amended by
inserting the words “or during the Increased Reporting Period” immediately following the words
“Level 1 Minimum Aggregate Availability Period” in the fourth line thereof.



     (b) Clause (h) of Section 5.01 of the Credit Agreement is hereby amended by inserting the
words “or during the Increased Reporting Period” immediately following the words “Level 1 Minimum
Aggregate Availability Period” in the fourth line thereof.



     4. Amendment to Section 6.01 (Indebtedness). Section 6.01(i) of the Credit Agreement is
hereby amended by adding the following words at the end of the parenthetical contained therein,
immediately before the “)”:



 









 






     “(such determination to be made without giving effect to the proviso set forth at the
end of Section 6.16)”



     5. Amendment to Section 6.16 (Fixed Charge Coverage Ratio). Section 6.16 of the
Credit Agreement is hereby deleted in its entirety and the following new Section 6.16 shall be
substituted in lieu thereof:



          “6.16 Fixed Charge Coverage Ratio. The Loan Parties will not permit the Fixed
Charge Coverage Ratio, as of the last day of any fiscal month, for any Test Period ending during
any period set forth below to be less than the ratio set forth below opposite such period:




	 	 	 	 	 
	Period	 	Fixed Charge Coverage Ratio
	The Effective Date through July 3, 2010
	 	1.25 to 1.00	 
	 
	July 4, 2010 and thereafter
	 	1.50 to 1.00	 






          ; provided however, that for any Test Period ending on or after May 2, 2009
and prior to July 31, 2010, the provisions of this Section 6.16 shall only be applicable if the
Aggregate Availability for two consecutive days is less than the Required Availability Amount.”




     6. Amendment to Section 6 (Negative Covenants). Section 6 of the Credit Agreement is
hereby amended by inserting the following new Section 6.17 at the end thereof:




     “SECTION 6.17 Minimum Aggregate Availability. The Loan Parties will not permit
the Aggregate Availability at any time to be less than $50,000,000 (or, on any date on or
after October 4, 2009 and prior to December 6, 2009, $45,000,000).”



     7. Amendment to Section 1.01 (Defined Terms). Clause (h) of the definition of “US
Borrowing Base” in Section 1.01 of the Credit Agreement is hereby amended by deleting the words “on
or prior to October 31, 2009,” contained therein.



     8. Representations and Warranties. The Borrowers hereby represent that as of the
Second Amendment Effective Date each of the representations and warranties made by any Loan Party
in or pursuant to the Loan Documents is true and correct in all material respects as if made on and
as of such date (it being understood and agreed that any representation or warranty that by its
terms is made as of a specific date shall be required to be true and correct in all material
respects only as of such specified date), and no Default or Event of Default has occurred and is
continuing after giving effect to the amendments contemplated herein.



     9. Effectiveness of Amendment. This Second Amendment shall become effective on and as
of the date (such date the “Second Amendment Effective Date”) of satisfaction of the
following conditions:



          (a) execution and delivery of this Second Amendment by the Borrowers, the Administrative
Agent and the Required Lenders;




          (b) receipt by the Administrative Agent of an amendment fee for the account of each Lender
consenting to this Second Amendment by 5:00 P.M. (New York City time) on May 12, 2009, in an
amount equal to 0.50% of such Lender’s Commitment;




 









 








          (c) receipt by the Administrative Agent of all other fees required to be paid, and all
expenses for which invoices have been presented (including the reasonable fees and expenses of
legal counsel);




          (d) solely with respect to the amendment set forth in clause 7 above, execution and delivery
of this Second Amendment by the Supermajority Lenders.




     10. Expenses. The Borrowers agree to pay and reimburse the Administrative Agent for
all its reasonable costs and out-of-pocket expenses incurred in connection with the preparation and
delivery of this Second Amendment, including, without limitation, the reasonable fees and
disbursements of counsel to the Administrative Agent.



     11. Effect. Except as expressly amended hereby, all of the representations,
warranties, terms, covenants and conditions of the Loan Documents shall remain unamended and not
waived and shall continue to be in full force and effect.



     12. Counterparts. This Second Amendment may be executed in any number of counterparts
by the parties hereto (including by facsimile transmission), each of which counterparts when so
executed shall be an original, but all the counterparts shall together constitute one and the same
instrument.



     13. Severability. Any provision of this Second Amendment which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.



     14. Integration. This Second Amendment and the other Loan Documents represent the
entire agreement of the Loan Parties, the Administrative Agent, the European Administrative Agent,
the Canadian Administrative Agent and the Lenders with respect to the subject matter hereof, and
there are no promises, undertakings, representations or warranties by the Administrative Agent, the
European Administrative Agent, the Canadian Administrative Agent or any Lender relative to the
subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents.



     15. GOVERNING LAW. THIS SECOND AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES UNDER THIS SECOND AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.



 









 





          IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed
and delivered by their proper and duly authorized officers as of the day and year first above
written.




	 	 	 	 	 	 	 
	 	 	BORROWERS
	 
	 	 	 	 	 	 
	 	 	LIZ CLAIBORNE, INC.
	 
	 	 	 	 	 	 
	 

	 	By

Name:
	 	/s/ Nicholas Rubino
 

Nicholas Rubino
	 	 
	 

	 	Title:
	 	Senior Vice President, Chief Legal Officer,
General Counsel and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	LIZ CLAIBORNE CANADA, INC.
	 
	 	 	 	 	 	 
	 

	 	By

Name:
	 	/s/ Nicholas Rubino
 

Nicholas Rubino
	 	 
	 

	 	Title:
	 	Senior Vice President, Chief Legal Officer,
General Counsel and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	MEXX EUROPE B.V.
	 
	 	 	 	 	 	 
	 

	 	By

Name:
	 	/s/Gerard Berghuis
 

Gerard Berghuis
	 	 
	 

	 	Title:
	 	Director	 	 






SIGNATURE PAGE TO THE SECOND AMENDMENT




 









 








	 	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A., as Administrative Agent, US
Collateral Agent and Lender
	 
	 	 	 	 	 	 
	 

	 	By

Name:
	 	/s/ Donna M. Di Forio
 

Donna M. DiForio
	 	 
	 

	 	Title:
	 	Vice President	 	 






SIGNATURE PAGE TO THE SECOND AMENDMENT




 









 








	 	 	 	 	 	 	 
	 	 	J.P. MORGAN EUROPE LIMITED, as European
Administrative Agent and European Collateral Agent
	 
	 	 	 	 	 	 
	 

	 	By

Name:
	 	/s/ Tim Jacob
 

Tim Jacob
	 	 
	 

	 	Title:
	 	Senior Vice President	 	 






SIGNATURE PAGE TO THE SECOND AMENDMENT





 









 








	 	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as
Canadian Administrative Agent and Canadian Collateral
Agent
	 
	 	 	 	 	 	 
	 

	 	By

Name:
	 	/s/ Dan Howat
 

Dan Howat
	 	 
	 

	 	Title:
	 	Senior Vice President	 	 






SIGNATURE PAGE TO THE SECOND AMENDMENT





 









 








	 	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as Lender
	 
	 	 	 	 	 	 
	 

	 	By

Name:
	 	/s/ Christine Hutchinson
 

Christine Hutchinson
	 	 
	 

	 	Title:
	 	Principal	 	 






SIGNATURE PAGE TO THE SECOND AMENDMENT




 









 








	 	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as Lender
	 
	 	 	 	 	 	 
	 

	 	By

Name:
	 	/s/ Bernisi Morrin
 

Bernisi Morrin
	 	 
	 

	 	Title:
	 	Vice President Operations Manager	 	 
	 

	 	 
	 	GCIB Credit Services Business
Capital Europe	 	 






SIGNATURE PAGE TO THE SECOND AMENDMENT





 











 





	 	 	 	 	 	 	 
	 

	 	 	 	BANK OF AMERICA, N. A.
(Canada branch), as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By

Name:
	 	/s/ Medina Sales de Andrade
 

Medina Sales de Andrade
	 	 
	 

	 	Title:
	 	Vice President	 	 






SIGNATURE PAGE TO THE SECOND AMENDMENT





 









 








	 	 	 	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION, as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By

Name:
	 	/s/ Susan T. Gallagher
 

Susan T. Gallagher
	 	 
	 

	 	Title:
	 	Director	 	 






SIGNATURE PAGE TO THE SECOND AMENDMENT





 









 








	 	 	 	 	 	 	 
	 	 	SunTrust Bank, as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By

Name:
	 	/s/ Patrick Wiggins
 

Patrick Wiggins
	 	 
	 

	 	Title:
	 	Vice President	 	 






SIGNATURE PAGE TO THE SECOND AMENDMENT





 











 





	 	 	 	 	 	 	 
	 	 	HSBC Business Credit (USA) Inc., as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Kysha Pierre-Louis	 	 
	 

	 	Name:
	 	 

Kysha Pierre-Louis
	 	 
	 

	 	Title:
	 	Vice President	 	 






SIGNATURE PAGE TO THE SECOND AMENDMENT




 









 








	 	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK MELLON, as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Philip Falivene	 	 
	 

	 	Name:
	 	 

Philip Falivene
	 	 
	 

	 	Title:
	 	Managing Director	 	 






SIGNATURE PAGE TO THE SECOND AMENDMENT




 









 





	 	 	 	 	 	 	 
	 	 	CITIBANK, N.A., as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Thomas Halsch	 	 
	 

	 	Name:
	 	 

Thomas Halsch
	 	 
	 

	 	Title:
	 	Vice President	 	 






SIGNATURE PAGE TO THE SECOND AMENDMENT