Contract

EXHIBIT 10(m)(vi)

EXECUTION COPY

CONSENT AND WAIVER, dated as of June 12, 2009 (this “Consent”), 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, X.X. Xxxxxx 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 Company has requested that the Administrative Agent, with the consent of the Required Lenders, permit the Company to issue and sell (the “Offering”) its convertible debt securities in an aggregate face amount of up to $145,000,000 (the “Convertible Securities”); to purchase call options (the “Call Options”) with respect to shares of its common stock as a hedge of its obligations under the Convertible Securities; to sell warrants (the “Warrants”) with respect to shares of its common stock with a higher strike price in connection therewith; and to exercise any rights and perform any of its obligations under any of the Convertible Securities, the Call Options, the Warrants and any related agreements or undertakings, including without limitation any obligation of the Company pursuant to any conversion, exercise or termination thereof, and any payment, prepayment or delivery with respect thereto, whether at maturity or upon conversion, exercise or termination thereof, and whether in cash or through the issuance or delivery of shares of its common stock or any combination thereof (all of the foregoing, collectively, the “Convertible Transactions”);

WHEREAS, in connection with the Offering, the Borrowers have requested that the Lenders waive compliance with certain terms in the Credit Agreement in the manner provided for herein; and

WHEREAS, the Administrative Agent and the Lenders are willing to consent to the Offering and the Convertible Transactions and agree to the requested waivers subject to the provisions of this Consent;

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. Consent and Waiver. Notwithstanding anything to the contrary set forth in the Credit Agreement, the Lenders hereby consent to the Offering and the Convertible Transactions and waive any violations of Sections 6.01, 6.02 (solely to the extent resulting from the existence of the Call Options) 6.04, 6.05 (solely to the extent resulting from the sale of the Warrants), 6.08 and 6.09 of the Credit Agreement that might otherwise result therefrom (it being understood that the consummation of the Offering and the Convertible Transactions shall be deemed not to utilize any baskets set forth in such

Sections); provided that no Default or Event of Default shall have occurred and be continuing immediately prior to, or result from, the consummation of the Offering (after giving effect to this Consent).

3. Representations and Warranties. The Borrowers hereby represent that as of the Effective Date (as defined below) 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.

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

(a) execution and delivery of this Consent by the Borrowers, the other Loan Parties, the Administrative Agent and the Required Lenders;

(b) to the extent the issuance of the Convertible Securities is consummated on or prior to the Effective Date, the Administrative Agent shall have received an executed copy of all material agreements or instruments governing or evidencing any of the Convertible Securities, all in form and substance reasonably acceptable to the Administrative Agent; and

(c) receipt by the Administrative Agent of all fees and expenses reimbursable under Section 7 below for which invoices have been presented (including the reasonable fees and expenses of legal counsel).

5. Conditions Subsequent. The Borrowers acknowledge and agree that this Consent shall terminate and be of no further force and effect on the earlier of (a) August 31, 2009 if the issuance of the Convertible Securities shall not have been consummated on or prior to such date on terms reasonably satisfactory to the Administrative Agent and (b) the date that is 3 days following receipt by the Company or any of its Subsidiaries of the Net Proceeds of such issuance if the Loans shall not have been repaid during such period in an amount equal to (i) the amount of such Net Proceeds, less (ii) the portion of the cost of the Call Options that is not offset by the net proceeds of the Warrants (or, if less, the aggregate principal amount of Loans outstanding on such date), without any corresponding reduction in the Commitments.

6. Reconfirmation. Each of the Loan Guarantors party hereto hereby (a) consents to the transactions contemplated by this Consent and (b) acknowledges and agrees that the guarantees and grants of security interests made by such party contained in the Credit Agreement and the other Loan Documents are, and shall remain, in full force and effect after giving effect to this Consent and all previous amendments to the Credit Agreement.

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

8. 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.

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9. Counterparts. This Consent 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.

10. Severability. Any provision of this Consent 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.

11. Integration. This Consent 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.

12. GOVERNING LAW. THIS CONSENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS CONSENT 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 Consent 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:	/s/ Xxxxxxxx Xxxxxx
		Name:	Xxxxxxxx Xxxxxx
		Title:	Senior Vice President, Chief Legal Officer General Counsel and Secretary
	LIZ CLAIBORNE CANADA, INC.
	By:	/s/ Xxxxxxxx Xxxxxx
		Name:	Xxxxxxxx Xxxxxx
		Title:	Director
	MEXX EUROPE B.V.
	By:	/s/ Xxxxxx Xxxxxxxx Xxxxxxxx
		Name:	Xxxxxx Xxxxxxxx Xxxxxxxx
		Title:	Director

SIGNATURE PAGE TO THE CONSENT

	LOAN PARTIES LIZ CLAIBORNE, INC.
	By:	/s/ Xxxxxxxx Xxxxxx
		Name:	Xxxxxxxx Xxxxxx
		Title:	Senior Vice President, Chief Legal Officer, General Counsel and Secretary
	LIZ CLAIBORNE CANADA INC.
	By:	/s/ Xxxxxxxx Xxxxxx
		Name:	Xxxxxxxx Xxxxxx
		Title:	Director
	MEXX EUROPE B.V.
	By:	/s/ Xxxxxx Xxxxxxxx Xxxxxxxx
		Name:	Xxxxxx Xxxxxxxx Xxxxxxxx
		Title:	Director

SIGNATURE PAGE TO THE CONSENT

	C&C CALIFORNIA, INC. JUICY COUTURE, INC. SKYLARK SPORT MARKETING CORPORATION DB NEWCO CORP. NONEE I HOLDING, LLC (f/k/a ENYCE HOLDING LLC) NONEE I, LLC (f/k/a ENYCE, L.L.C.) HAVANA LLC XXXX SPADE LLC L. C. AUGUSTA, INC. L.C. CARIBBEAN HOLDINGS, INC. LC LIBRA, LLC L.C. LICENSING, INC. L.C. SERVICE COMPANY, INC. L.C. SPECIAL MARKETS, INC. LCI ACQUISITION U.S., INC. LCI HOLDINGS, INC. LCI INVESTMENTS, INC. BOODLE, INC. (f/k/a LCI LAUNDRY, INC.) LIZ CLAIBORNE ACCESSORIES, INC. LIZ CLAIBORNE ACCESSORIES-SALES, INC. LIZ CLAIBORNE COSMETICS, INC. LIZ CLAIBORNE EXPORT, INC. LIZ CLAIBORNE FOREIGN HOLDINGS, INC. LIZ CLAIBORNE JAPAN, INC. LIZ CLAIBORNE PUERTO RICO, INC. LIZ CLAIBORNE SALES, INC. LIZ CLAIBORNE SHOES, INC. LUCKY BRAND DUNGAREES, INC. LUCKY BRAND DUNGAREES STORES, INC. MONET INTERNATIONAL, INC. MONET PUERTO RICO, INC. SEGRETS, INC. WESTCOAST CONTEMPO PROMENADE, INC. WESTCOAST CONTEMPO RETAIL, INC. WESTCOAST CONTEMPO (U.S.A.) INC.
	By:	/s/ Xxxxxx X. Xxxxxx
		Name:	Xxxxxx X. Xxxxxx
		Title:	Chief Financial Officer

SIGNATURE PAGE TO THE CONSENT

	WESTCOAST CONTEMPO FASHIONS LIMITED
	By:	/s/ Xxxxxxxx Xxxxxx
		Name:	Xxxxxxxx Xxxxxx
		Title:	Director

SIGNATURE PAGE TO THE CONSENT

	MEXX AUSTRIA GMBH
	By:	/s/ Xxxxxx Xxxxxxxx Xxxxxxxx
		Name:	Xxxxxx Xxxxxxxx Xxxxxxxx
		Title:	Director

SIGNATURE PAGE TO THE CONSENT

	MEXX BELGIUM NV
	By:	/s/ Xxxxxx Xxxxxxxx Xxxxxxxx
		Name:	Xxxxxx Xxxxxxxx Xxxxxxxx
		Title:	Director

SIGNATURE PAGE TO THE CONSENT

	MEXX SCANDINAVIA FINLAND OY
	By:	/s/ Xxxxxx Xxxxxxxx Xxxxxxxx
		Name:	Xxxxxx Xxxxxxxx Xxxxxxxx
		Title:	Director

SIGNATURE PAGE TO THE CONSENT

	RETRAIN NV
	By:	/s/ Xxxxxx Xxxxxxxx Xxxxxxxx
		Name:	Xxxxxx Xxxxxxxx Xxxxxxxx
		Title:	Director

SIGNATURE PAGE TO THE CONSENT

	MEXX BOUTIQUES SARL
	By:	/s/ Xxxxxx Xxxxxxxx Xxxxxxxx
		Name:	Xxxxxx Xxxxxxxx Xxxxxxxx
		Title:	Director

SIGNATURE PAGE TO THE CONSENT

	MEXX DEUTSCHLAND GMBH
	By:	/s/ Xxxxxx Xxxxxxxx Xxxxxxxx
		Name:	Xxxxxx Xxxxxxxx Xxxxxxxx
		Title:	Director

SIGNATURE PAGE TO THE CONSENT

	MEXX DIRECT GMBH & CO KG
	By:	/s/ Xxxxxx Xxxxxxxx Xxxxxxxx
		Name:	Xxxxxx Xxxxxxxx Xxxxxxxx
		Title:	Director

SIGNATURE PAGE TO THE CONSENT

	MEXX HOLDING GMBH
	By:	/s/ Xxxxxx Xxxxxxxx Xxxxxxxx
		Name:	Xxxxxx Xxxxxxxx Xxxxxxxx
		Title:	Director

SIGNATURE PAGE TO THE CONSENT

	MEXX MODEHANDELS GMBH
	By:	/s/ Xxxxxx Xxxxxxxx Xxxxxxxx
		Name:	Xxxxxx Xxxxxxxx Xxxxxxxx
		Title:	Director

SIGNATURE PAGE TO THE CONSENT

	VERWALTUNGSGESELLSCHAFT MEXX DIRECT MBH
	By:	/s/ Xxxxxx Xxxxxxxx Xxxxxxxx
		Name:	Xxxxxx Xxxxxxxx Xxxxxxxx
		Title:	Director

SIGNATURE PAGE TO THE CONSENT

	MEXX HELLAS EPE
	By:	/s/ Xxxxxx Xxxxxxxx Xxxxxxxx
		Name:	Xxxxxx Xxxxxxxx Xxxxxxxx
		Title:	Director

SIGNATURE PAGE TO THE CONSENT

	GIVEN UNDER THE COMMON SEAL OF MEXX IRELAND LIMITED
	By:	/s/ Xxxxxx Xxxxxxxx Xxxxxxxx
		Name:	Xxxxxx Xxxxxxxx Xxxxxxxx
		Title:	Director
	By:	/s/ Xxx Xxxxxxx
		Name:	Xxx Xxxxxxx
		Title:	Chief Financial Officer

SIGNATURE PAGE TO THE CONSENT

	MEXX ITALY S.R.L.
	By:	/s/ Xxxxxx Xxxxxxxx Xxxxxxxx
		Name:	Xxxxxx Xxxxxxxx Xxxxxxxx
		Title:	Director

SIGNATURE PAGE TO THE CONSENT

	MEXX LUXEMBOURG S.À.X.X.
	By:	/s/ Xxxxxx Xxxxxxxx Xxxxxxxx
		Name:	Xxxxxx Xxxxxxxx Xxxxxxxx
		Title:	Director

SIGNATURE PAGE TO THE CONSENT

	LIZ CLAIBORNE 3 BV
	By:	/s/ Xxxxxx Xxxxxxxx Xxxxxxxx
		Name:	Xxxxxx Xxxxxxxx Xxxxxxxx
		Title:	Managing Director

SIGNATURE PAGE TO THE CONSENT

	LIZ CLAIBORNE 2 BV
	By:	/s/ Xxxxxx Xxxxxxxx Xxxxxxxx
		Name:	Xxxxxx Xxxxxxxx Xxxxxxxx
		Title:	Managing Director

SIGNATURE PAGE TO THE CONSENT

	MEXX EUROPE HOLDING BV
	By:	/s/ Xxxxxx Xxxxxxxx Xxxxxxxx
		Name:	Xxxxxx Xxxxxxxx Xxxxxxxx
		Title:	Managing Director

SIGNATURE PAGE TO THE CONSENT

	MEXX EUROPE INTERNATIONAL BV
	By:	/s/ Xxxxxx Xxxxxxxx Xxxxxxxx
		Name:	Xxxxxx Xxxxxxxx Xxxxxxxx
		Title:	Managing Director

SIGNATURE PAGE TO THE CONSENT

	MEXX GROUP BV
	By:	/s/ Xxxxxx Xxxxxxxx Xxxxxxxx
		Name:	Xxxxxx Xxxxxxxx Xxxxxxxx
		Title:	Managing Director

SIGNATURE PAGE TO THE CONSENT

	MEXX HOLDING INTERNATIONAL BV
	By:	/s/ Xxxxxx Xxxxxxxx Xxxxxxxx
		Name:	Xxxxxx Xxxxxxxx Xxxxxxxx
		Title:	Managing Director

SIGNATURE PAGE TO THE CONSENT

	MEXX HOLDING NETHERLANDS BV
	By:	/s/ Xxxxxx Xxxxxxxx Xxxxxxxx
		Name:	Xxxxxx Xxxxxxxx Xxxxxxxx
		Title:	Managing Director

SIGNATURE PAGE TO THE CONSENT

	MEXX NEDERLAND BV
	By:	/s/ Xxxxxx Xxxxxxxx Xxxxxxxx
		Name:	Xxxxxx Xxxxxxxx Xxxxxxxx
		Title:	Managing Director

SIGNATURE PAGE TO THE CONSENT

	MEXX NEDERLAND RETAIL BV
	By:	/s/ Xxxxxx Xxxxxxxx Xxxxxxxx
		Name:	Xxxxxx Xxxxxxxx Xxxxxxxx
		Title:	Managing Director

SIGNATURE PAGE TO THE CONSENT

	MEXX SCANDINAVIA AS
	By:	/s/ Xxxxxx Xxxxxxxx Xxxxxxxx
		Name:	Xxxxxx Xxxxxxxx Xxxxxxxx
		Title:	Director

SIGNATURE PAGE TO THE CONSENT

	MEXX SOUTHERN EUROPE, S.L.
	By:	/s/ Xxxxxx Xxxxxxxx Xxxxxxxx
		Name:	Xxxxxx Xxxxxxxx Xxxxxxxx
		Title:	Director

SIGNATURE PAGE TO THE CONSENT

	MEXX SCANDINAVIA AKTIEBOLAG
	By:	/s/ Xxxxxx Xxxxxxxx Xxxxxxxx
		Name:	Xxxxxx Xxxxxxxx Xxxxxxxx
		Title:	Director

SIGNATURE PAGE TO THE CONSENT

	MEXX MODEHANDELS AG
	By:	/s/ Xxxxxx Xxxxxxxx Xxxxxxxx
		Name:	Xxxxxx Xxxxxxxx Xxxxxxxx
		Title:	Director

SIGNATURE PAGE TO THE CONSENT

	MEXX SWITZERLAND GMBH
	By:	/s/ Xxxxxx Xxxxxxxx Xxxxxxxx
		Name:	Xxxxxx Xxxxxxxx Xxxxxxxx
		Title:	Director

SIGNATURE PAGE TO THE CONSENT

	MEXX LIMITED
	By:	/s/ Xxxxxx Xxxxxxxx Xxxxxxxx
		Name:	Xxxxxx Xxxxxxxx Xxxxxxxx
		Title:	Director

SIGNATURE PAGE TO THE CONSENT

	MEXX DIRECT HOLDING B.V.
	By:	/s/ Xxxxxx Xxxxxxxx Xxxxxxxx
		Name:	Xxxxxx Xxxxxxxx Xxxxxxxx
		Title:	Managing Director

SIGNATURE PAGE TO THE CONSENT

	JPMORGAN CHASE BANK, N.A., as Administrative Agent, US Collateral Agent and Lender
	By:	/s/ Xxxxx X. XxXxxxx
		Name:	Xxxxx X. XxXxxxx
		Title:	Vice President

SIGNATURE PAGE TO THE CONSENT

	X.X. XXXXXX EUROPE LIMITED, as European Administrative Agent and European Collateral Agent
	By:	/s/ Xxx Xxxxx
		Name:	Xxx Xxxxx
		Title:	Senior Vice President

SIGNATURE PAGE TO THE CONSENT

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

SIGNATURE PAGE TO THE CONSENT

	SunTrust Bank, as Lender
	By:	/s/ Xxxxxxx Xxxxxxx
		Name:	Xxxxxxx Xxxxxxx
		Title:	Vice President

SIGNATURE PAGE TO THE CONSENT

	Bank of America, N.A., as Lender
	By:	/s/ Xxxxxxxxx Xxxxxxxxxx
		Name:	Xxxxxxxxx Xxxxxxxxxx
		Title:	Principal

SIGNATURE PAGE TO THE CONSENT

	Bank of America, N.A., as Lender
	By:	/s/ Bernisi Morrin
		Name:	Bernisi Morrin
		Title:	VICE PRESIDENT LONDON BRANCH

SIGNATURE PAGE TO THE CONSENT

	Bank of America, N.A., Canada branch, as Lender
	By:	/s/ Xxxxxx Sales xx Xxxxxxx
		Name:	Xxxxxx Sales xx Xxxxxxx
		Title:	Vice President

SIGNATURE PAGE TO THE CONSENT

	WACHOVIA BANK, NATIONAL ASSOCIATION, as Lender
	By:	/s/ Xxxxx X. Xxxxxxxxx
		Name:	Xxxxx X. Xxxxxxxxx
		Title:	Director

SIGNATURE PAGE TO THE CONSENT

	HSBC Business Credit (USA) Inc., as Lender
	By:	/s/ Xxxxx X. Xxxxxx Xxxxx
		Name:	Xxxxx X. Xxxxxx Xxxxx
		Title:	Vice President

SIGNATURE PAGE TO THE CONSENT

	BANQUE ARTESIA NEDERLAND N.V., as Lender
	By:	/s/ X. Xxxxxxxx
		Name:	X. Xxxxxxxx
		Title:	Branch Manager
	By:	/s/ A.J.J. Xxxxxx
		Name:	A.J.J. Xxxxxx
		Title:	Sr Account Manager

SIGNATURE PAGE TO THE CONSENT

	ISRAEL DISCOUNT BANK OF NEW YORK, as Lender
	By:	/s/ Xxxxxxx X. Xxxxxxxx
		Name:	Xxxxxxx X. Xxxxxxxx
		Title:	Senior Vice President
	ISRAEL DISCOUNT BANK OF NEW YORK, as Lender
	By:	/s/ Xxxxxx Xxxxxx
		Name:	Xxxxxx Xxxxxx
		Title:	AVP

SIGNATURE PAGE TO THE CONSENT