Exhibit 10.1





EXHIBIT
10.1




EXECUTION COPY




FIRST AMENDMENT, dated as of March 2, 2009 (this “First 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, 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 Required 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). Section 1.01 of the Credit Agreement
is hereby amended as follows:




(a) by inserting in alphabetical order the following new definitions:




“First Amendment” the First Amendment, dated as of March 2, 2009, to this Agreement.




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




(b) by inserting the following at the end of the definition of “Consolidated EBITDA”:



“Notwithstanding anything to the contrary set forth herein, for purposes of calculating the
Fixed Charge Coverage Ratio for the fiscal month of December 2008 or for any of the first eleven
(11) fiscal months of 2009, Consolidated EBITDA shall exclude discontinued operations of the
Company and its Subsidiaries, as defined by GAAP.”; and




(c) by inserting the following at the end of the definition of “Fixed Charge Coverage Ratio”:


 


 









 





“Notwithstanding anything to the contrary set forth herein, for purposes of calculating the
Fixed Charge Coverage Ratio for the fiscal month of December 2008 or for any of the first eleven
(11) fiscal months of 2009, Fixed Charge Coverage Ratio shall exclude discontinued operations of
the Company and its Subsidiaries, as defined by GAAP.”.



3. Effectiveness of 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 Borrowers, the Administrative Agent and the Required Lenders.



4. Representations and Warranties. The Borrowers hereby represent 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.



5. 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.



6. Counterparts. This First 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.



7. 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.



8. Integration. This First Amendment and the other Loan Documents represent the
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.



9. 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.


 


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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., as a Borrower and as the Borrower Representative

 	 
	 	By  	/s/ Andrew C. Warren
 	 
	 	 	Name:  	Andrew C. Warren 	 
	 	 	Title:  	Executive Vice President and Chief Financial Officer 	 
	 
	 	JPMORGAN CHASE BANK, N.A., as Administrative Agent, US Collateral Agent and Lender

 	 
	 	By  	/s/ Donna M. DiForio
 	 
	 	 	Name:  	Donna M. DiForio 	 
	 	 	Title:  	Vice President 	 
	 
	 	J.P. MORGAN EUROPE LIMITED, as European Administrative Agent and European Collateral Agent

 	 
	 	By  	/s/ Tim Jacob
 	 
	 	 	Name:  	Tim Jacob 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Canadian Administrative Agent and Canadian Collateral Agent

 	 
	 	By  	/s/ Dan Howat
 	 
	 	 	Name:  	Dan Howat 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	BANK OF AMERICA, N.A., as Lender

 	 
	 	By  	/s/ Christine Hutchinson
 	 
	 	 	Name:  	Christine Hutchinson 	 
	 	 	Title:  	Principal 	 
	 



SIGNATURE PAGE TO THE FIRST AMENDMENT




 


 









 





	 	 	 	 	 
	 	BANK OF AMERICA, N.A., CANADA BRANCH, as Lender

 	 
	 	By  	/s/ Medina Sales de Andrade
 	 
	 	 	Name:  	Medina Sales de Andrade 	 
	 	 	Title:  	Vice President 	 
	 
	 	BANK OF AMERICA, N.A., as Lender

 	 
	 	By  	/s/ Bernisi Morrin
 	 
	 	 	Name:  	Bernisi Morrin 	 
	 	 	Title:  	Operations Manager

GCIB Credit Services supporting Business
Capital Europe

Vice-President 	 
	 
	 	SUNTRUST BANK, as Lender

 	 
	 	By  	/s/ Patrick Wiggins
 	 
	 	 	Name:  	Patrick Wiggins 	 
	 	 	Title:  	Vice President 	 
	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION, individually, as Documentation Agent and Lender

 	 
	 	By  	/s/ Tom Harper
 	 
	 	 	Name:  	Tom Harper 	 
	 	 	Title:  	Managing Director 	 
	 
	 	HSBC Business Credit (USA) Inc., as Lender

 	 
	 	By  	/s/ Kysha Pierre-Louis
 	 
	 	 	Name:  	Kysha Pierre-Louis 	 
	 	 	Title:  	Vice President 	 
	 



SIGNATURE PAGE TO THE FIRST AMENDMENT




 


 









 





	 	 	 	 	 
	 	CITIBANK, N.A., as Lender

 	 
	 	By  	/s/ Thomas Halsch
 	 
	 	 	Name:  	Thomas Halsch 	 
	 	 	Title:  	Director & Vice President 	 
	 
	 	U.S. Bank, N.A., as Lender

 	 
	 	By  	/s/ Frances W Josephic
 	 
	 	 	Name:  	Frances W Josephic 	 
	 	 	Title:  	Vice President 	 
	 
	 	COMERICA BANK, as Lender

 	 
	 	By  	/s/ Liesl Eckhardt
 	 
	 	 	Name:  	Liesl Eckhardt 	 
	 	 	Title:  	Assistant Vice President 	 
	 
	 	THE HUNTINGTON NATIONAL BANK, as Lender

 	 
	 	By  	/s/ Jeff Blendick
 	 
	 	 	Name:  	Jeff Blendick 	 
	 	 	Title:  	Vice President 	 
	 
	 	UNION BANK, N.A., as Lender

 	 
	 	By  	/s/ Ching Lim
 	 
	 	 	Name:  	Ching Lim 	 
	 	 	Title:  	Vice President 	 
	 
	 	ING BANK NV, as Lender

 	 
	 	By  	/s/ Els Streng
 	 
	 	 	Name:  	E.C. Streng 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By  	                       /s/ Marcel Peijs
 	 
	 	 	Name:  	 	 
	 	 	Title:  	Director 	 
	 



SIGNATURE PAGE TO THE FIRST AMENDMENT