EX-10.1



 






Exhibit 10.1




FIRST AMENDMENT AND WAIVER




     FIRST AMENDMENT AND WAIVER, dated as of February 20, 2008 (this “First Amendment”), to
the Five-Year Credit Agreement, dated as of October 13, 2004 (as amended, supplemented or otherwise
modified, the “Credit Agreement”), among LIZ CLAIBORNE, INC., a Delaware corporation (the
“Borrower”), the lenders party thereto (the “Lenders”), BANK OF AMERICA, N.A.,
CITIBANK, N.A., SUNTRUST BANK and WACHOVIA BANK, NATIONAL ASSOCIATION, as syndication agents (the
“Syndication Agents”), and JPMORGAN CHASE BANK, as administrative agent (the
“Administrative Agent”).



W I T N E S S E T H:




     WHEREAS, the Borrower, the Lenders, the Syndication Agents and the Administrative Agent are
parties to the Credit Agreement;



     WHEREAS, the Borrower has requested certain amendments to the Credit Agreement as set forth
herein; and



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



     NOW THEREFORE, in consideration of the premises and the mutual covenants hereinafter set
forth, the parties hereto hereby agree as follows:


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



Amendments to Section 1.01. Section 1.01 of the Credit Agreement is hereby amended as
follows:




          (a) by deleting “and” immediately before “(f)” and inserting “and (g) cash restructuring
charges, provided, that the amounts referred to in this clause (g) shall not, in the
aggregate, exceed $60,000,000 for any period of four fiscal quarters of the Borrower commencing
after the date of this First Amendment,” immediately before “and minus,” in the definition
of “Consolidated EBITDA”;




          (b) by inserting the following definition in appropriate alphabetical order:




          “First Amendment: the First Amendment, dated as of February 20, 2008, to this
Agreement.”; and




          (c) by inserting the following definition in appropriate alphabetical order:




 









 








          “First Amendment Effective Date: as defined in the First Amendment.”.



Amendment to Section 7.01. Section 7.01 is hereby amended as follows:




          (a) by deleting from paragraph (b) “2.50” and inserting in lieu thereof, “2.00”.



Waivers of Credit Agreement. The Required Lenders waive any Default or Event of Default
which may arise under paragraph (e) of Section 8 of the Credit Agreement for any non-compliance by
the Borrower with Section 7.01(b) of the Credit Agreement for the fiscal year ended December 29,
2007 so long as the Borrower would have been in compliance with Section 7.01(b) for such fiscal
year if this First Amendment had then been effective.



Conditions to Effectiveness of this Amendment. This First Amendment shall become effective
on and as of the date (such date the “First Amendment Effective Date”) of the execution and
delivery of this First Amendment by the Borrower, the Administrative Agent and the Required
Lenders.




Miscellaneous.




          (a) Representation and Warranties. The Borrower hereby represents that as of the
First 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.




          (b) 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.




          (c) Counterparts. This First Amendment may be executed by one or more of the parties
to this First Amendment on any number of separate counterparts, and all of said counterparts taken
together shall be deemed to constitute one and the same instrument. A set of the copies of this
First Amendment signed by all the parties shall be lodged with the Borrower and the Administrative
Agent.




          (d) Severability. Any provision of this First 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.




          (e) Integration. This First Amendment and the other Loan Documents represent the
agreement of the Loan Parties, the 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 or any Lender relative to the subject matter hereof not
expressly set forth or referred to herein or in the other Loan Documents.




          (f) GOVERNING LAW. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES UNDER THIS FIRST 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 First Amendment to be duly executed
and delivered by their proper and duly authorized officers as of the day and year first above
written.



	 	 	 	 	 
	 	LIZ CLAIBORNE, INC.

 	 
	 	By:  	/s/Robert J. Vill
 	 
	 	 	Name:  	Robert J. Vill 	 
	 	 	Title:  	Vice President - Finance and Treasurer 	 
	 
	 	JPMORGAN CHASE BANK, as
Administrative
 Agent and a Lender

 	 
	 	By:  	/s/ Jules Panno
 	 
	 	 	Name:  	Jules Panno 	 
	 	 	Title:  	Vice President 	 
	 
	 	BANK OF AMERICA, N.A., as
Syndication Agent 
and a Lender

 	 
	 	By:  	/s/ Thomas Kainamura
 	 
	 	 	Name:  	Thomas Kainamura 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CITIBANK, N.A., as Syndication  Agent and a 
Lender

 	 
	 	By:  	/s/ James M. Buchanan
 	 
	 	 	Name:  	James M. Buchanan  	 
	 	 	Title:  	Vice President 	 
	 
	 	SUNTRUST BANK, as Syndication  Agent and a
 Lender

 	 
	 	By:  	/s/ Michael J. Vegh
 	 
	 	 	Name:  	Michael J. Vegh  	 
	 	 	Title:  	Vice President 	 
	 
	 	WACHOVIA BANK, NATIONAL
 ASSOCIATION, as Syndication Agent and a Lender

 	 
	 	By:  	/s/ Susan T. Gallagher
 	 
	 	 	Name:  	Susan T. Gallagher  	 
	 	 	Title:  	Vice President 	 
	 
	 	COMERICA BANK, as Lender

 	 
	 	By:  	/s/ Sarah R. West
 	 
	 	 	Name:  	Sarah R. West  	 
	 	 	Title:  	Assistant Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	GE ARTESIA BANK, as Lender

 	 
	 	By:  	/s/ GE ARTESIA BANK [signature illegible]
 	 
	 
	 	 	 
	 	By:  	                                              /s/ Timothy Streb
 	 
	 	 	Name:  	Timothy Streb 	 
	 	 	Title:  	Managing Director, Fortis 	 
	 
	 	 	 
	 	By:  	                                              /s/ Gill Dickson
 	 
	 	 	Name:  	Gill Dickson 	 
	 	 	Title:  	Director, Fortis 	 
	 
	 	HSBC BANK USA, N.A., as Lender

 	 
	 	By:  	/s/ Scott Dunlop
 	 
	 	 	Name:  	Scott Dunlop  	 
	 	 	Title:  	Vice President 	 
	 
	 	HUNTINGTON NATIONAL BANK, as Lender

 	 
	 	By:  	/s/ John M. Luehmann
 	 
	 	 	Name:  	John M. Luehmann  	 
	 	 	Title:  	Vice President 	 
	 
	 	ING BANK NV, as Lender

 	 
	 	By:  	/s/ Peter Rolls
 	 
	 	 	Name:  	Peter Rolls 	 
	 	 	Title:  	Global Head, Transaction Management - Election 	 
	 
	 	 	 
	 	By:  	                                              /s/ W.P. DeVries
 	 
	 	 	Name:  	W.P. DeVries  	 
	 	 	Title:  	Vice President Consumer Goods 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	ISRAEL DISCOUNT BANK OF NEW YORK, as

Lender

 	 
	 	By:  	/s/ James M. Morton
 	 
	 	 	Name:  	James M. Morton   	 
	 	 	Title:  	First Vice President 	 
	 
	 	 	 
	 	By:  	                                              /s/ David Herzog
 	 
	 	 	Name:  	David Herzog   	 
	 	 	Title:  	First Vice President 	 
	 
	 	THE BANK OF NEW YORK, as Lender

 	 
	 	By:  	/s/ David B. Wirl
 	 
	 	 	Name:  	David B. Wirl   	 
	 	 	Title:  	Vice President 	 
	 
	 	THE BANK OF TOKYO — MITSUBISHI
UFJ,
 LTD., A NEW YORK BRANCH, as Lender

 	 
	 	By:  	/s/ Lillian Kim
 	 
	 	 	Name:  	Lillian Kim 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	UNION BANK OF CALIFORNIA, N.A., as Lender

 	 
	 	By:  	/s/ Ching Lim
 	 
	 	 	Name:  	Ching Lim   	 
	 	 	Title:  	Vice President 	 
	 
	 	US BANK, N.A., as Lender

 	 
	 	By:  	/s/ Francis W. Josephie
 	 
	 	 	Vice President