0000950123-08-002625 Sample Contracts

FIRST AMENDMENT AND WAIVER
First Amendment and Waiver • March 6th, 2008 • Claiborne Liz Inc • Women's, misses', and juniors outerwear • New York

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”).

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