0000950123-10-015660 Sample Contracts

LICENSE AGREEMENT
License Agreement • February 23rd, 2010 • Claiborne Liz Inc • Women's, misses', and juniors outerwear • New York

THIS LICENSE AGREEMENT (the “Agreement”), is made and entered into as of the 7th day of October 2009 by and between Liz Claiborne, Inc. (referred to herein as “Licensor”), and J. C. Penney Corporation, Inc., its parent, J.C. Penney Company, Inc. and their directly and indirectly wholly owned subsidiaries (referred herein as “Licensee”).

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Contract
Claiborne Liz Inc • February 23rd, 2010 • Women's, misses', and juniors outerwear • New York

THIRD AMENDMENT, dated as of November 2, 2009 (this “Third 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, as Syndication Agents, and Wachovia Bank, National Association, as Documentation Agent.

Contract
Consent and Waiver • February 23rd, 2010 • Claiborne Liz Inc • Women's, misses', and juniors outerwear • New York

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, 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, as Syndication Agents, and Wachovia Bank, National Association, as Documentation Agent.

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