0001047469-14-001306 Sample Contracts

Contract
Indenture • February 25th, 2014 • Fifth & Pacific Companies, Inc. • Women's, misses', and juniors outerwear • New York

FIFTH SUPPLEMENTAL INDENTURE, dated January 23, 2014, by Fifth & Pacific Companies, Inc., a Delaware corporation (the “Company”), Lucky PR, 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 dated as of April 7, 2011,, as supplemented on September 21, 2011, October 7, 2011, December 27, 2012 and October 25, 2013, among the Company, the Guarantors named therein and the Trustee (the “Indenture”).

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Contract
And Waiver • February 25th, 2014 • Fifth & Pacific Companies, Inc. • Women's, misses', and juniors outerwear • New York

SECOND AMENDMENT AND WAIVER, dated as of January 27, 2014 (this “Amendment”), to the Third Amended and Restated Credit Agreement, dated as of April 18, 2013 (as heretofore amended and as may be further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Fifth & Pacific Companies, Inc. (the “Company”), Kate Spade UK Limited and Kate Spade Canada Inc. (collectively, the “Borrowers”), 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., as Syndication Agent, and Wells Fargo Capital Finance, LLC and SunTrust Bank, as Documentation Agents.

Mr. Craig Leavitt [XXXXX] Re: Employment Agreement Dear Craig:
Employment Agreement • February 25th, 2014 • Fifth & Pacific Companies, Inc. • Women's, misses', and juniors outerwear • Delaware

This is your EMPLOYMENT AGREEMENT (this “Agreement”) with Fifth & Pacific Companies, Inc., a Delaware corporation (the “Company”). Effective January 1, 2014 (the “Effective Date”), this Agreement sets forth the terms and conditions of your employment with the Company.

Contract
Fifth & Pacific Companies, Inc. • February 25th, 2014 • Women's, misses', and juniors outerwear • New York

FIRST AMENDMENT, dated as of November 6, 2013 (this “Amendment”), to the Third Amended and Restated Credit Agreement, dated as of April 18, 2013 (as heretofore amended and as may be further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Fifth & Pacific Companies, Inc. (the “Company”), Kate Spade UK Limited and Kate Spade Canada Inc. (collectively, the “Borrowers”), 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., as Syndication Agent, and Wells Fargo Capital Finance, LLC and SunTrust Bank, as Documentation Agents.

Ms. Deborah Lloyd 1441 Broadway New York, NY 10018 Re: Employment Agreement Dear Deborah:
Is Your Employment Agreement • February 25th, 2014 • Fifth & Pacific Companies, Inc. • Women's, misses', and juniors outerwear • Delaware

This is your EMPLOYMENT AGREEMENT (this “Agreement”) with Fifth & Pacific Companies, Inc., a Delaware corporation (the “Company”). Effective January 1, 2014 (the “Effective Date”), this Agreement sets forth the terms and conditions of your employment with the Company.

Contract
Fourth Supplemental Indenture • February 25th, 2014 • Fifth & Pacific Companies, Inc. • Women's, misses', and juniors outerwear • New York

FOURTH SUPPLEMENTAL INDENTURE, dated October 25, 2013, by Fifth & Pacific Companies, Inc., a Delaware corporation (the “Company”), ABG Juicy Couture, 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 dated as of April 7, 2011,, as supplemented on September 21, 2011, October 7, 2011 and December 27, 2012, among the Company, the Guarantors named therein and the Trustee (the “Indenture”).

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