0001047469-13-000315 Sample Contracts

FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF
Limited Liability Company Agreement • January 18th, 2013 • FNP Holdings, LLC • Women's, misses', and juniors outerwear • Delaware

This First Amended and Restated Limited Liability Company Agreement (this “Agreement”) of LCCI Holdings LLC, a Delaware limited liability company (the “Company”), dated as of September 28, 2011, is adopted and entered into by Liz Claiborne, Inc., a Delaware corporation, as the sole member of the Company (the “Member”).

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LIMITED LIABILITY COMPANY AGREEMENT OF FNP HOLDINGS, LLC
Limited Liability Company Agreement • January 18th, 2013 • FNP Holdings, LLC • Women's, misses', and juniors outerwear • Delaware

This Limited Liability Company Agreement (as amended from time to time, this “Agreement”) of FNP Holdings, LLC, dated and effective as of November 28, 2012, is entered into by Fifth & Pacific Companies, Inc., a Delaware corporation, as the sole member (the “Member”).

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF KATE SPADE LLC
Limited Liability Company Agreement • January 18th, 2013 • FNP Holdings, LLC • Women's, misses', and juniors outerwear • Delaware

This Amended and Restated Limited Liability Company Agreement (the “Agreement’’) of Kate Spade LLC is entered into Liz Claiborne, Inc., a Delaware corporation, as the sole member (the “Member”) and is effective as of December 13, 2006.

Contract
Indenture • January 18th, 2013 • FNP Holdings, LLC • Women's, misses', and juniors outerwear • New York

SECOND SUPPLEMENTAL INDENTURE, dated October 7, 2011, by Liz Claiborne, Inc., a Delaware corporation (the “Company”) and KATE SPADE PUERTO RICO INC. (the “New Subsidiary Guarantor”), the other Guarantors listed on the signature pages hereto and U.S. Bank National Association, as trustee (herein called the “Trustee”), to the Indenture dated as of April 7, 2011, among the Company, the Guarantors named therein and the Trustee, as supplemented by the First Supplemental Indenture dated as of September 21, 2011 (as so supplemented, the “Base Indenture” and, as supplemented hereby, the “Indenture”).

LIMITED LIABILITY COMPANY AGREEMENT OF
Limited Liability Company Agreement • January 18th, 2013 • FNP Holdings, LLC • Women's, misses', and juniors outerwear • Delaware

This Limited Liability Company Agreement (this “Agreement”) of L.C. Licensing, LLC, a Delaware limited liability company (the “Company”), dated as of September 21, 2011, is adopted and entered into by Liz Claiborne, Inc., a Delaware corporation, as the sole member of the Company (the “Member”).

Contract
Third Supplemental Indenture • January 18th, 2013 • FNP Holdings, LLC • Women's, misses', and juniors outerwear • New York

THIRD SUPPLEMENTAL INDENTURE, dated December 27, 2012, by Fifth & Pacific Companies, Inc., a Delaware corporation (the “Company”), FNP Holdings, LLC (the “New Subsidiary Guarantor”), the other Guarantors listed on the signature pages hereto and U.S. Bank, National Association, as trustee (herein called the “Trustee”), to the Indenture, as supplemented, dated as of April 7, 2011, among the Company, the Guarantors named therein and the Trustee (the “Indenture”).

Contract
First Supplemental Indenture • January 18th, 2013 • FNP Holdings, LLC • Women's, misses', and juniors outerwear • New York

FIRST SUPPLEMENTAL INDENTURE, dated September 21, 2011, by Liz Claiborne, Inc., a Delaware corporation (the “Company”), WCFL Holdings LLC and LCCI Holdings LLC (each, a “New Subsidiary Guarantor”), the other Guarantors listed on the signature pages hereto and U.S. Bank, National Association, as trustee (herein called the “Trustee”), to the Indenture dated as of April 7, 2011, among the Company, the Guarantors named therein and the Trustee (the “Indenture”).

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