Exhibit 10.3
 PURCHASE AGREEMENT
  Merrill Lynch, Pierce, Fenner & Smith Incorporated
  Introductory Company Merrill Lynch Initial Purchasers Notes Representative
 Indenture Trustee Depositary DTC Agreement
 Registration Rights Agreement Exchange
Notes Exchange Offer
 Guarantors Guarantees Securities




---



##### 



Exchange Securities
 Tender
Offer Euro Notes Transactions
 Notes Priority Collateral ABL Priority Collateral Collateral Security Documents Collateral Agent Permitted Additional Pari Passu Obligations
 Intercreditor Agreement ABL Collateral Agent ABL Facility
 Transaction Documents
 Subsequent Purchasers Time of Sale Commission Securities Act




---



##### 



Rule 144A Regulation S
 Preliminary Offering Memorandum Pricing Supplement Pricing Disclosure Package Final Offering Memorandum
 Exchange Act amend amendment supplement
  Representations and Warranties Offering Memorandum
 No Registration Required. Trust Indenture Act




---



##### 



No Integration of Offerings or General Solicitation. Affiliate
 Eligibility for Resale under Rule 144A.
 The Pricing Disclosure Package and Offering Memorandum.




---



##### 



Company Additional Written Communications. Company Additional Written Communication
 Incorporated Documents. Incorporated Documents
 The Purchase Agreement.
 The Registration Rights Agreement and DTC Agreement.
 Authorization of the Notes, the Guarantees and the Exchange Securities.




---



##### 



Authorization of the Indenture.
 Authorization of the Intercreditor Agreement.




---



##### 



Security Documents.
 Description of the Transaction Documents.
 No Material Adverse Change.
 Independent Accountants.




---



##### 



Preparation of the Financial Statements.
 Incorporation and Good Standing of the Company and the Guarantors. Material Adverse Effect
 Capitalization and Other Capital Stock Matters.




---



##### 



Non-Contravention of Existing Instruments; No Further Authorizations or Approvals
Required. UCC




---



##### 



Legal Proceedings
 Title to Intellectual Property.
 All Necessary Permits, etc.
 Title to Real and Personal Property.




---



##### 



Tax Law Compliance.
 Company and Guarantors Not an Investment Company. Investment Company Act
 Insurance
 No Price Stabilization or Manipulation.
 Solvency.




---



##### 



Compliance with Sarbanes-Oxley. Sarbanes-Oxley
Act
 Companys Accounting System.
 Disclosure Controls and Procedures.




---



##### 



Regulations T, U, X.
 Compliance with Environmental Laws Environmental Laws
 Hazardous Substances




---



##### 



Compliance with ERISA ERISA Code Plan
 No Labor Disputes.
 Related Party Transactions.
 No Unlawful Contributions or Other Payments.




---



##### 



FCPA
 No Conflict with Money Laundering Laws. Money Laundering Laws
 No Conflict with OFAC Laws. OFAC
 Regulation S.
  Purchase, Sale and Delivery of the Securities.




---



##### 



The Securities.
 The Closing Date. llp Closing Date
 Delivery of the Securities.
 Initial Purchasers as Qualified Institutional Buyers.
 Qualified
Institutional Buyers Annex I
   Additional Covenants.
 Preparation of Final Offering Memorandum; Initial Purchasers Review of Proposed
Amendments and Supplements and Company Additional Written Communications




---



##### 



Amendments and Supplements to the Pricing Disclosure Package and the Final Offering
Memorandum.
 Copies of the Final Offering Memorandum.
 Blue Sky Compliance.




---



##### 



Use of Proceeds.
 The Depositary
 Additional Issuer Information. Additional Issuer Information
 Agreement Not To Offer or Sell Additional Securities.
 Future Reports to the Initial Purchasers.




---



##### 



No Integration.
 No General Solicitation or Directed Selling Efforts
 No Restricted Resales.
 Legended Securities.
 Schedule E Schedule E




---



##### 



Payment of Expenses.
 Conditions of the Obligations of the Initial Purchasers.
 Accountants Comfort Letter.




---



##### 



No Material Adverse Change or Ratings Agency Change.
   Opinion of Counsel for the Company.
 Opinion of Counsel for the Initial Purchasers. llp
 Officers Certificate.




---



##### 



Indenture; Registration Rights Agreement .
 Security Documents and Intercreditor Agreement . Perfection Certificates
 Additional Documents.




---



##### 



Reimbursement of Initial Purchasers Expenses.
 Offer, Sale and Resale Procedures
    SECURITIES ACT




---



##### 








---



##### 



Indemnification.
 Indemnification of the Initial Purchasers.
 Indemnification of the Company and the Guarantors.




---



##### 



Notifications and Other Indemnification Procedures




---



##### 



Settlements.
 Contribution.




---



##### 



Termination of this Agreement.




---



##### 



Representations and Indemnities to Survive Delivery.
 Notices.
  
  llp




---



##### 



Successors.
 Authority of the Representative.
 Partial Unenforceability.
 Governing Law Provisions.
 Consent to Jurisdiction. Related Proceedings Specified Courts




---



##### 



Waiver of Immunity.
 Judgment Currency.
 Default of One or More of the Several Initial Purchasers.
 Initial Purchaser




---



##### 



No Advisory or Fiduciary Responsibility.
  General Provisions.




---



##### 








---



##### 



LIZ CLAIBORNE, INC.By:
    /s/ Nicholas RubinoName:
    Nicholas RubinoTitle:
    SVP, Chief Legal Officer, General Counsel
and Corporate Secretary BOODLE, INC. (F/K/A LCI LAUNDRY)By:
    /s/ Nicholas RubinoName:
    Nicholas RubinoTitle:
    SVP, Chief Legal Officer, General Counsel
and Corporate Secretary DB NEWCO CORP.By:
    /s/ Nicholas RubinoName:
    Nicholas RubinoTitle:
    SVP, Chief Legal Officer, General Counsel
and Corporate Secretary HAVANA, LLCBy:
    /s/ Nicholas RubinoName:
    Nicholas RubinoTitle:
    SVP, Chief Legal Officer, General Counsel
and Corporate Secretary JERG, INC. (F/K/A C&C CALIFORNIA, INC.)By:
    /s/ Nicholas RubinoName:
    Nicholas RubinoTitle:
    SVP, Chief Legal Officer, General Counsel
and Corporate Secretary JUICY COUTURE, INC.By:
    /s/ Nicholas RubinoName:
    Nicholas RubinoTitle:
    SVP, Chief Legal Officer, General Counsel
and Corporate Secretary KATE SPADE LLCBy:
    /s/ Nicholas RubinoName:
    Nicholas RubinoTitle:
    SVP, Chief Legal Officer, General Counsel
and Corporate Secretary




---



##### 



L.C. AUGUSTA, INC.By:
    /s/ Nicholas RubinoName:
    Nicholas RubinoTitle:
    SVP, Chief Legal Officer, General Counsel
and Corporate Secretary L.C. CARIBBEAN HOLDINGS, INC.By:
    /s/ Nicholas RubinoName:
    Nicholas RubinoTitle:
    SVP, Chief Legal Officer, General Counsel
and Corporate Secretary L.C. LIBRA, LLCBy:
    /s/ Nicholas RubinoName:
    Nicholas RubinoTitle:
    SVP, Chief Legal Officer, General Counsel
and Corporate Secretary L.C. LICENSING, INC.By:
    /s/ Nicholas RubinoName:
    Nicholas RubinoTitle:
    SVP, Chief Legal Officer, General Counsel
and Corporate Secretary L.C. SERVICE COMPANY, INC.By:
    /s/ Nicholas RubinoName:
    Nicholas RubinoTitle:
    SVP, Chief Legal Officer, General Counsel
and Corporate Secretary L.C. SPECIAL MARKETS, INC.By:
    /s/ Nicholas RubinoName:
    Nicholas RubinoTitle:
    SVP, Chief Legal Officer, General Counsel
and Corporate Secretary




---



##### 



LCI ACQUISITION U.S., INC.By:
    /s/ Nicholas RubinoName:
    Nicholas RubinoTitle:
    SVP, Chief Legal Officer, General Counsel
and Corporate Secretary LCI HOLDINGS, INC.By:
    /s/ Nicholas RubinoName:
    Nicholas RubinoTitle:
    SVP, Chief Legal Officer, General Counsel
and Corporate Secretary LCI INVESTMENTS, INC.By:
    /s/ Nicholas RubinoName:
    Nicholas RubinoTitle:
    SVP, Chief Legal Officer, General Counsel
and Corporate Secretary LIZ CLAIBORNE ACCESSORIES, INC.By:
    /s/ Nicholas RubinoName:
    Nicholas RubinoTitle:
    SVP, Chief Legal Officer, General Counsel
and Corporate Secretary LIZ CLAIBORNE ACCESSORIES-SALES, INC.By:
    /s/ Nicholas RubinoName:
    Nicholas RubinoTitle:
    SVP, Chief Legal Officer, General Counsel
and Corporate Secretary LIZ CLAIBORNE COSMETICS, INC.By:
    /s/ Nicholas RubinoName:
    Nicholas RubinoTitle:
    SVP, Chief Legal Officer, General Counsel
and Corporate Secretary LIZ CLAIBORNE EXPORT, INC.By:
    /s/ Nicholas RubinoName:
    Nicholas RubinoTitle:
    SVP, Chief Legal Officer, General Counsel
and Corporate Secretary




---



##### 



LIZ CLAIBORNE FOREIGN HOLDINGS, INC.By:
    /s/ Nicholas RubinoName:
    Nicholas RubinoTitle:
    SVP, Chief Legal Officer, General Counsel
and Corporate Secretary LIZ CLAIBORNE JAPAN, INC.By:
    /s/ Nicholas RubinoName:
    Nicholas RubinoTitle:
    SVP, Chief Legal Officer, General Counsel
and Corporate Secretary LIZ CLAIBORNE PUERTO RICO, INC.By:
    /s/ Nicholas RubinoName:
    Nicholas RubinoTitle:
    SVP, Chief Legal Officer, General Counsel
and Corporate Secretary LIZ CLAIBORNE SALES, INC.By:
    /s/ Nicholas RubinoName:
    Nicholas RubinoTitle:
    SVP, Chief Legal Officer, General Counsel
and Corporate Secretary LIZ CLAIBORNE SHOES, INC.By:
    /s/ Nicholas RubinoName:
    Nicholas RubinoTitle:
    SVP, Chief Legal Officer, General Counsel
and Corporate Secretary LUCKY BRAND DUNGAREES, INC.By:
    /s/ Nicholas RubinoName:
    Nicholas RubinoTitle:
    SVP, Chief Legal Officer, General Counsel
and Corporate Secretary LUCKY BRAND DUNGAREES STORES, INC.By:
    /s/ Nicholas RubinoName:
    Nicholas RubinoTitle:
    SVP, Chief Legal Officer, General Counsel
and Corporate Secretary




---



##### 



MONET INTERNATIONAL, INC.By:
    /s/ Nicholas RubinoName:
    Nicholas RubinoTitle:
    SVP, Chief Legal Officer, General Counsel
and Corporate Secretary MONET PUERTO RICO, INC.By:
    /s/ Nicholas RubinoName:
    Nicholas RubinoTitle:
    SVP, Chief Legal Officer, General Counsel
and Corporate Secretary NONEE I, LLC (F/K/A ENYCE LLC)By:
    /s/ Nicholas RubinoName:
    Nicholas RubinoTitle:
    SVP, Chief Legal Officer, General Counsel
and Corporate Secretary NONEE I HOLDING, LLC (F/K/A ENYCE HOLDING, LLC)By:
    /s/ Nicholas RubinoName:
    Nicholas RubinoTitle:
    SVP, Chief Legal Officer, General Counsel
and Corporate Secretary SEGRETS, INC.By:
    /s/ Nicholas RubinoName:
    Nicholas RubinoTitle:
    SVP, Chief Legal Officer, General Counsel
and Corporate Secretary SKYLARK SPORT MARKETING CORPORATIONBy:
    /s/ Nicholas RubinoName:
    Nicholas RubinoTitle:
    SVP, Chief Legal Officer, General Counsel
and Corporate Secretary WESTCOAST CONTEMPO PROMENADE, INC.By:
    /s/ Nicholas RubinoName:
    Nicholas RubinoTitle:
    SVP, Chief Legal Officer, General Counsel
and Corporate Secretary




---



##### 



WESTCOAST CONTEMPO RETAIL, INC.By:
    /s/ Nicholas RubinoName:
    Nicholas RubinoTitle:
    SVP, Chief Legal Officer, General Counsel
and Corporate Secretary WESTCOAST CONTEMPO USA, INC.By:
    /s/ Nicholas RubinoName:
    Nicholas RubinoTitle:
    SVP, Chief Legal Officer, General Counsel
and Corporate Secretary




---



##### 



Merrill Lynch, Pierce, Fenner & Smith Incorporated
 
  By:
    

/s/
Stephan JaegerStephan JaegerManaging Director




---



##### 



SCHEDULE A
 Aggregate Principal AmountInitial Purchasers
    
    of Securities to be PurchasedMerrill Lynch, Pierce, Fenner & Smith Incorporated
    
    $
    82,000,000J.P. Morgan Securities LLC
    
    
    61,500,000SunTrust Robinson Humphrey, Inc.
    
    
    30,750,000Wells Fargo Securities, LLC
    
    
    30,750,000Total
    
    $
    205,000,000




---



##### 



SCHEDULE B
 PRICING SUPPLEMENT




---



##### 



PRICING SUPPLEMENT
    
    STRICTLY CONFIDENTIAL
 
 April 1, 2011
  The notes have not been and will not be registered under the Securities Act of 1933, as amended
(the Securities Act), and are being offered only to qualified institutional buyers pursuant to
Rule 144A under the Securities Act and outside the United States to non-U.S. persons in accordance
with Regulation S under the Securities Act.
 Terms Applicable to the 10.50% Senior Secured Notes due 2019
 Issuer:
    
    Liz Claiborne, Inc. (the
Company)Title of Securities:
    
    10.50% Senior Secured Notes due
2019 (the Notes)Aggregate Principal Amount:
    
    $205,000,000, which reflects an increase of $5,000,000 from the Preliminary Offering MemorandumFinal Maturity Date:
    
    April 15, 2019Coupon:
    
    10.50%Issue Price:
    
    100%, plus accrued interest, if any, from April 7, 2011Yield to Maturity:
    
    10.50%Record Dates:
    
    April 1 and October 1 of each yearInterest Payment Dates:
    
    April 15 and October 15 of each yearFirst Interest Payment Date:
    
    October 15, 2011Make-Whole Redemption
    
    On or prior to April 15, 2014, the Company may redeem the notes, in whole or in part, at a redemption price equal
 to the amount of the notes plus accrued and unpaid interest plus the
make-whole premium described in the Preliminary Offering Memorandum.




---



##### 



This Pricing Supplement is qualified in its entirety by reference to the Preliminary Offering Memorandum dated March 28, 2011
 Optional Redemption:
    
    From and after April 15, 2014, the
Company may redeem the notes, in whole or in part, upon not less
than 30 nor more than 60 days prior notice at the redemption
prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest
if any, to, but not including, the applicable redemption date,
subject to the right of Holders of record on the relevant record
date to receive interest due on the relevant interest payment date,
if redeemed during the twelve-month period beginning on April 15 of
each of the years indicated below:
 Date
    
    Price2014
    
    105.250%2015
    
    103.500%2016
    
    102.625%2017 and thereafter
    
    100.000%
 Prior to April 15, 2014, the Company may redeem during each 12-month
period commencing with the date of the Indenture up to 10% of the
aggregate principal amount of the notes issued under the Indenture,
including any Additional Notes at its option, at a redemption price
equal to 103% of the principal amount of the notes redeemed, plus
accrued and unpaid interest, if any, to (but not including) the
redemption date, subject to the right of Holders on the relevant
record date to receive interest due on the relevant interest payment date.Optional
Redemption with Equity Proceeds:
    
    Prior to April 15, 2014, the Company may, at its option, with the
net proceeds of one or more Qualified Equity Offerings, redeem up to
35% of the aggregate principal amount of notes (and the principal
amount of any Additional Notes) issued under the Indenture at a
redemption price equal to 110.50% of the aggregate principal amount
thereof, plus accrued and unpaid interest, if any, to (but not
including) the redemption date, provided that:   at least 65% of the principal amount of
 notes (including any Additional Notes) that have been issued under the Indenture after
the Issue Date remain outstanding immediately after the occurrence of each such redemption; and   each such redemption occurs within 90 days
 of the date of closing of each such Equity Offering.
 Changes
from Preliminary Offering Memorandum
    
    Description of the Notes (p. 169)The definition of Permitted
Additional Pari Passu Lien Obligations is amended by inserting
the following sentence at the end of such definition:For purposes of this definition, if any Indebtedness initially was
 -2-




---



##### 



This Pricing Supplement is qualified in its entirety by reference to the Preliminary Offering Memorandum dated March 28, 2011
 incurred as unsecured Indebtedness and is later secured by a Lien
pursuant to this definition, such Indebtedness shall be deemed to
have been incurred at the time it becomes secured by such Lien.Initial Purchasers:
    
    Merrill Lynch, Pierce, Fenner & Smith IncorporatedJ.P. Morgan Securities LLCSunTrust Robinson Humphrey, Inc.Wells Fargo Securities, LLCTrade Date:
    
    April 1, 2011Settlement Date:
    
    April 7, 2011 (T+4)
 CUSIP and ISIN Numbers:
    
    144A Note:
    
    Reg S Note:CUSIP: 539320 AB7
    
    CUSIP: U5391P AB3ISIN: US539320AB72
    
    ISIN:  USU5391PAB32
 Distribution:
    
    144A and Regulation S as set forth in the Preliminary Offering
Memorandum.  The Notes will have registration rights as set forth in
the Preliminary Offering Memorandum.
 
 Other information (including financial information) presented in the Preliminary Offering
Memorandum is deemed to have changed to the extent affected by the changes described herein
 This material is confidential and is for your information only and is not intended to be used by
anyone other than you. This information does not purport to be a complete description of these
Notes or the offering. Please refer to the Preliminary Offering Memorandum for a complete
description.
 This communication does not constitute an offer to sell or the solicitation of an offer to buy any
securities in any jurisdiction to any person to whom it is unlawful to make such offer or
solicitation in such jurisdiction.
 Any disclaimers or other notices that may appear below are not applicable to this communication and
should be disregarded. Such disclaimers or other notices were automatically generated as a result
of this communication being sent via Bloomberg email or another communication system.
 -3-




---



##### 



SCHEDULE C
 LIST OF JURISDICTIONS IN WHICH THE COMPANY
IS REQUIRED TO BE QUALIFIED TO DO BUSINESS




---



##### 



SCHEDULE D
 LIST OF SUBSIDIARIES OF LIZ CLAIBORNE, INC.
 Boodle, Inc. (f/k/a LCI Laundry)
    
    DelawareClaiborne Limited
    
    Hong KongDB Newco Corp.
    
    DelawareHandycell Ltd.
    
    United KingdomHavana, LLC
    
    DelawareHigh Mallow Company N.V.
    
    NetherlandsJerg, Inc.
    
    CaliforniaJuicy Couture Canada, Inc.
    
    CanadaJuicy Couture Europe Limited
    
    United KingdomJuicy Couture, Inc.
    
    CaliforniaKate Spade LLC
    
    DelawareKate Spade U.K. Limited
    
    United KingdomL.C. Augusta, Inc.
    
    DelawareL.C. Caribbean Holdings, Inc.
    
    DelawareL.C. Libra, LLC
    
    DelawareL.C. Licensing, Inc.
    
    DelawareL.C. Service Company, Inc.
    
    DelawareL.C. Special Markets, Inc.
    
    DelawareLCI Acquisition U.S., Inc.
    
    DelawareLCI Holdings, Inc.
    
    DelawareLCI Investments, Inc.
    
    DelawareLiz Claiborne 2 B.V.
    
    NetherlandsLiz Claiborne 3 B.V.
    
    NetherlandsLiz Claiborne Accessories, Inc.
    
    DelawareLiz Claiborne Accessories-Sales, Inc.
    
    DelawareLiz Claiborne Canada Inc.
    
    CanadaLiz Claiborne Colombia, Ltda.
    
    ColombiaLiz Claiborne Cosmetics, Inc.
    
    DelawareLiz Claiborne De El Salvador, S.A., de C.V.
    
    El SalvadorLiz Claiborne de Mexico, S.A. de C.V.
    
    MexicoLiz Claiborne do Brasil Industria E Comercio Ltda.
    
    BrazilLiz Claiborne Europe
    
    United KingdomLiz Claiborne Export, Inc.
    
    DelawareLiz Claiborne Foreign Holdings, Inc.
    
    DelawareLiz Claiborne International Limited
    
    Hong KongLiz Claiborne (Israel) Ltd.
    
    IsraelLiz Claiborne Japan, Inc.
    
    DelawareLiz Claiborne (Malaysia) SDN.BHD
    
    MalaysiaLiz Claiborne Operations (Israel) 1993 Limited
    
    IsraelLiz Claiborne Puerto Rico, Inc.
    
    DelawareLiz Claiborne Sales, Inc.
    
    DelawareLiz Claiborne, S.A.
    
    Costa RicaLiz Claiborne Servicios de Mexico, S.A. de C.V.
    
    Mexico




---



##### 



Liz Claiborne Shoes, Inc.
    
    DelawareLucky Brand Dungarees, Inc.
    
    DelawareLucky Brand Dungarees Stores, Inc.
    
    DelawareMexx Asia Pacific Limited
    
    Hong KongMexx Austria GmbH
    
    AustriaMexx Belgium N.V.
    
    BelgiumMexx Boutique SARL
    
    FranceMexx Czech Repubic s.r.o.
    
    Czech RepublicMexx Deutschland GmbH
    
    GermanyMexx Direct GmbH & Co KG
    
    GermanyMexx Direct Holding B.V.
    
    NetherlandsMexx Europe B.V.
    
    NetherlandsMexx Europe Holding B.V.
    
    NetherlandsMexx Europe International B.V.
    
    NetherlandsMexx Europroduction B.V.
    
    NetherlandsMexx Far East Limited
    
    Hong KongMexx France
    
    FranceMexx France International SAS
    
    FranceMexx Group B.V.
    
    NetherlandsMexx Hellas EPE
    
    GreeceMexx Holding GmbH
    
    GermanyMexx Holding International B.V.
    
    NetherlandsMexx Holding Netherlands B.V.
    
    NetherlandsMexx Hungary Ltd.
    
    HungaryMexx Ireland Ltd.
    
    IrelandMexx Italy S.r.l.
    
    ItalyMexx Ltd.
    
    United KingdomMexx Luxembourg S.a.r.l.
    
    LuxembourgMexx Middle East Center FZE
    
    Dubai, UAEMexx Modehandels AG
    
    SwitzerlandMexx Modehandels GmbH
    
    GermanyMexx Nederland B.V.
    
    NetherlandsMexx Nederland Retail B.V.
    
    NetherlandsMexx Poland Sp. z.o.o.
    
    PolandMexx Portugal, Unnipessoal, LDA
    
    PortugalMexx Scandinavia AB
    
    SwedenMexx Scandinavia AS
    
    NorwayMexx Scandinavia Finland Oy
    
    FinlandMexx Southern Europe S.R.L.
    
    SpainMexx Sport Benelux B.V.
    
    NetherlandsMexx Switzerland GmbH
    
    SwitzerlandMonet International, Inc.
    
    DelawareMonet Puerto Rico, Inc.
    
    DelawareNonee I, LLC (f/k/a Enyce LLC)
    
    DelawareNonee I Holding, LLC (f/k/a Enyce Holding, LLC)
    
    DelawareRetrain N.V.
    
    Belgium




---



##### 



Segrets, Inc.
    
    DelawareShenghui Fashion (Shenzhen) Company Limited
    
    ChinaSkylark Sport Marketing Corporation
    
    CaliforniaVerwaltungsgesellschaft Mexx Direct mbh
    
    GermanyWestcoast Contempo Fashions Limited
    
    CanadaWestcoast Contempo Promenade, Inc.
    
    WashingtonWestcoast Contempo Retail, Inc.
    
    WashingtonWestcoast Contempo USA, Inc.
    
    Washington




---



##### 



SCHEDULE E
 Post-Closing Requirements Relating to Collateral
 Real Property Collateral Documents Mortgage Mortgaged Property
 Mortgages provided Permitted Encumbrances
 Title Insurance Mortgage Policies Title Company




---



##### 



Survey
 Fixture filings
 Mortgage Opinions
 Insurance




---



##### 



Mortgaged Property Indemnification
 Collateral Fees and Expenses




---



##### 



ANNEX I
 Resale Pursuant to Regulation S or Rule 144A
   The Securities covered hereby have not been registered under the U.S.
Securities Act of 1933, as amended (the Securities Act), and may not be
offered and sold within the United States or to, or for the account or
benefit of, U.S. persons (i) as part of your distribution at any time or
(ii) otherwise until 40 days after the later of the date the Securities were
first offered to persons other than distributors in reliance upon Regulation
S and the Closing Date, except in either case in accordance with Regulation
S under the Securities Act (or in accordance with Rule 144A under the
Securities Act or to accredited investors in transactions that are exempt
from the registration requirements of the Securities Act), and in connection
with any subsequent sale by you of the Securities covered hereby in reliance
on Regulation S under the Securities Act during the period referred to above
to any distributor, dealer or person receiving a selling concession, fee or
other remuneration, you must deliver a notice to substantially the foregoing
effect. Terms used above have the meanings assigned to them in Regulation S
under the Securities Act.
 Annex I -1