REGISTRATION RIGHTS AGREEMENT by and among Liz Claiborne, Inc. the Guarantors Listed on Schedule I hereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated as representative of the several Initial Purchasers Dated as of April 7, 2011Registration Rights Agreement • April 28th, 2011 • Claiborne Liz Inc • Women's, misses', and juniors outerwear • New York
This Agreement is made pursuant to the Purchase Agreement, dated April 1, 2011 and the Purchase Agreement dated April 5, 2011 (collectively, the “Purchase Agreements”), by and among the Company, the Guarantors and the Initial Purchasers (i) for the benefit of the Initial Purchasers and (ii) for the benefit of the holders from time to time of Initial Securities, including the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Initial Securities, the Company has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 5(f) of each Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture, dated as of April 7, 2011 (as amended or supplemented from time to time, the “Indenture”), by and among the Company, the Guarantors and U.S. Bank National Associati
INTERCREDITOR AGREEMENTIntercreditor Agreement • April 28th, 2011 • Claiborne Liz Inc • Women's, misses', and juniors outerwear • New York
This INTERCREDITOR AGREEMENT (as amended, restated, renewed, extended, supplemented or otherwise modified from time to time, this “Agreement”) is dated as of April 7, 2011, and entered into by and between JPMorgan Chase Bank, N.A., in its capacity as U.S. collateral agent under the Initial ABL Credit Agreement, including its successors and assigns from time to time (the “Initial ABL Agent”), and U.S. Bank National Association, a national banking association, as Collateral Agent and Trustee (the “Trustee”), not in its individual capacity, but solely in its capacity as trustee and collateral agent under the Indenture and (as the case may be) as collateral agent for and representative hereunder of the holders of the Additional Pari Passu Note Obligations, including in each case its successors and assigns from time to time (in such capacities, the “Notes Agent”) and is acknowledged by Liz Claiborne, Inc., a Delaware corporation (the “Company”), and the domestic subsidiaries of the Company
PURCHASE AGREEMENTPurchase Agreement • April 28th, 2011 • Claiborne Liz Inc • Women's, misses', and juniors outerwear • New York
Merrill Lynch, Pierce, Fenner & Smith Incorporated As Representative of the Initial Purchasers One Bryant Park New York, New York 10036
DEALER MANAGER AGREEMENT LIZ CLAIBORNE, INC. and Allen & Overy LLPDealer Manager Agreement • April 28th, 2011 • Claiborne Liz Inc • Women's, misses', and juniors outerwear • New York
PURCHASE AGREEMENTPurchase Agreement • April 28th, 2011 • Claiborne Liz Inc • Women's, misses', and juniors outerwear • New York
Merrill Lynch, Pierce, Fenner & Smith Incorporated As Representative of the Initial Purchasers One Bryant Park New York, New York 10036
ContractCredit Agreement • April 28th, 2011 • Claiborne Liz Inc • Women's, misses', and juniors outerwear • New York
FIRST AMENDMENT and CONSENT to the Credit Agreement (as defined below) and Second Amendment to the US Pledge and Security Agreement (as defined below), dated as of March 25, 2011 (this “First Amendment”).
