REGISTRATION RIGHTS AGREEMENT by and among Fifth & Pacific Companies, 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 June 8, 2012Registration Rights Agreement • July 26th, 2012 • Fifth & Pacific Companies, Inc. • Women's, misses', and juniors outerwear • New York
This Agreement is made pursuant to the Purchase Agreement, dated June 6, 2012 (the “Purchase Agreement”), 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 the 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 Association, as trustee (the “Trustee”), relating to the Initial Notes an
FIFTH AMENDMENT to the Credit Agreement (as defined below), dated as of June 5, 2012 (this “Fifth Amendment”).Credit Agreement • July 26th, 2012 • Fifth & Pacific Companies, Inc. • Women's, misses', and juniors outerwear • New York
WHEREAS, Fifth & Pacific Companies, Inc. (fka Liz Claiborne, Inc.) (the “Company”), Fifth & Pacific Companies Canada Inc. (fka Liz Claiborne Canada Inc.) and Juicy Couture Europe Limited (collectively, the “Borrowers”) have entered into the Second Amended and Restated Credit Agreement, dated as of May 6, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among 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, SunTrust Bank and General Electric Capital Corporation, as Documentation Agents;
PURCHASE AGREEMENTPurchase Agreement • July 26th, 2012 • Fifth & Pacific Companies, 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, NY 10036
