Kate Spade & Co Watch

from 10-Q 291 pages Credit Agreement Dated as of May 16, 2014, Among Kate Spade & Company, KATE Spade Uk Limited, and KATE Spade Canada Inc., as Borrowers, the Guarantors Party Hereto, the Lenders Party Hereto Jpmorgan Chase Bank, N.A., as Administrative Agent and US Collateral Agent, Jpmorgan Chase Bank, N.A., Toronto Branch, as Canadian Administrative Agent and Canadian Collateral Agent, J.P. Morgan Europe Limited, as European Administrative Agent and European Collateral Agent, Bank of America, N.A., as Syndication Agent, and Wells Fargo Bank, N.A. and Suntrust Bank, as Documentation Agents J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Bank, N.A. and Suntrust Robinson Humphrey, Inc., as Joint Lead Arrangers and Joint Bookrunners

from 10-Q 193 pages Credit Agreement Dated as of April 10, 2014 Among Kate Spade & Company, as Borrower, the Lenders Party Hereto and Bank of America, N.A., as Administrative Agent and Collateral Agent Jpmorgan Chase Bank, N.A., as Syndication Agent Suntrust Bank and Wells Fargo Bank, National Association, as Co-Documentation Agents Bank of America, N.A., J.P. Morgan Securities LLC, Suntrust Robinson Humphrey, Inc. and Wells Fargo Securities, LLC, as Joint Bookrunners and Joint Lead Arrangers

from 10-K 16 pages 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

from 10-K 16 pages 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

from 10-Q 280 pages Third Amended and Restated Credit Agreement Dated as of April 18, 2013, Among Fifth & Pacific Companies, Inc., Kate Spade Uk Limited, and Kate Spade Canada Inc., as Borrowers, the Guarantors Party Hereto, the Lenders Party Hereto Jpmorgan Chase Bank, N.A., as Administrative Agent and US Collateral Agent, Jpmorgan Chase Bank, N.A., Toronto Branch, as Canadian Administrative Agent and Canadian Collateral Agent, J.P. Morgan Europe Limited, as European Administrative Agent and European Collateral Agent, Bank of America, N.A., as Syndication Agent, and Wells Fargo Capital Finance, LLC and Suntrust Bank, as Documentation Agents J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Capital Finance, LLC and Suntrust Robinson Humphrey, Inc., as Joint Lead Arrangers and Joint Bookrunners

from 10-Q 18 pages 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; Whereas, the Borrowers Have Requested Certain Amendments to the Credit Agreement as Set Forth Herein; and Whereas, the Required Lenders Have Consented to the Requested Amendments as Set Forth Herein; Now, Therefore, in Consideration of the Premises Contained Herein, the Parties Hereto Agree as Follows: 1. Defined Terms. Unless Otherwise Defined Herein, Capitalized Terms Used Herein Which Are Defined in the Credit Agreement Are Used Herein as Therein Defined. 2. Amendments to Section 1.01 of the Credit Agreement (Defined Terms). Section 1.01 of the Credit Agreement Is Hereby Amended By: (I) Deleting the Definition of “Acquired Jv Interests” in Its Entirety and Substituting in Lieu Thereof the Following New Definition: “Acquired Jv Interests” Has the Meaning Assigned to Such Term in Section 6.04(w).”; (II) Deleting the Definition of “Consolidated EBITDA” in Its Entirety and Substituting in Lieu Thereof the Following New Definition

from 10-K 17 pages Whereas, the Borrowers, the Lenders, the Syndication Agent, the Documentation Agents, the Administrative Agent, the European Administrative Agent and the Canadian Administrative Agent Are Parties to the Credit Agreement; Whereas, the Borrowers Have Requested Certain Amendments to the Credit Agreement as Set Forth Herein; and Whereas, the Lenders Have Consented to the Requested Amendments as Set Forth Herein; Now, Therefore, in Consideration of the Premises Contained Herein, the Parties Hereto Agree as Follows: 1. Defined Terms. Unless Otherwise Defined Herein, Capitalized Terms Used Herein Which Are Defined in the Credit Agreement Are Used Herein as Therein Defined. 2. Amendments to Section 1.01 (Defined Terms). (A) Section 1.01 of the Credit Agreement Is Hereby Amended by Inserting in Alphabetical Order the Following New Definitions: “Brand Option Agreement” Means the Brand Option Agreement, Dated as of October 12, 2011, Between the Company and J. C. Penney Corporation, Inc. “Brand Option Deposit” Means the “Deposit” as Such Term Is Defined in the Brand Option Agreement, as in Effect on the Fourth Amendment Date

from 10-Q 272 pages Third Amendment and Consent, Dated as of September 21, 2011 (This “Third Amendment”), to the Second Amended and Restated Credit Agreement, Dated as of May 6, 2010 (As Heretofore Amended and as May Be Further Amended, Supplemented or Otherwise Modified From Time to Time, the “Credit Agreement”), Among LIZ Claiborne, Inc., Mexx Europe B.V., LIZ Claiborne Canada Inc., Juicy Couture Europe Limited, 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

from 10-Q 19 pages 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”)

from 10-Q 46 pages Intercreditor Agreement

from 10-K/A 422 pages Second Amended and Restated Credit Agreement Dated as of May 6, 2010, Among LIZ Claiborne, Inc., Mexx Europe B.V., Juicy Couture Europe Limited, and LIZ Claiborne Canada Inc., as Borrowers, the Guarantors Party Hereto, the Lenders Party Hereto Jpmorgan Chase Bank, N.A., as Administrative Agent and US Collateral Agent, Jpmorgan Chase Bank, N.A., Toronto Branch, as Canadian Administrative Agent and Canadian Collateral Agent, J.P. Morgan Europe Limited, as European Administrative Agent and European Collateral Agent, Bank of America, N.A., as Syndication Agent, and Wachovia Capital Finance Corporation (New England), National Association, Suntrust Bank and General Electric Capital Corporation, as Documentation Agents J.P. Morgan Securities Inc., Banc of America Securities LLC, Wells Fargo Capital Finance, LLC and Suntrust Robinson Humphrey, Inc., as Joint Lead Arrangers and Joint Bookrunners

from 8-K 235 pages Second Amended and Restated Credit Agreement Dated as of May 6, 2010, Among LIZ Claiborne, Inc., Mexx Europe B.V., Juicy Couture Europe Limited, and LIZ Claiborne Canada Inc., as Borrowers, the Guarantors Party Hereto, the Lenders Party Hereto Jpmorgan Chase Bank, N.A., as Administrative Agent and US Collateral Agent, Jpmorgan Chase Bank, N.A., Toronto Branch, as Canadian Administrative Agent and Canadian Collateral Agent, J.P. Morgan Europe Limited, as European Administrative Agent and European Collateral Agent, Bank of America, N.A., as Syndication Agent, and Wachovia Capital Finance Corporation (New England), National Association, Suntrust Bank and General Electric Capital Corporation, as Documentation Agents J.P. Morgan Securities Inc., Banc of America Securities LLC, Wells Fargo Capital Finance, LLC and Suntrust Robinson Humphrey, Inc., as Joint Lead Arrangers and Joint Bookrunners

from 10-K 27 pages 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

from 10-K 48 pages 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

from 8-K 16 pages Second Amendment, Dated as of May 12, 2009 (This “Second 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

from 8-K 5 pages First Amendment, Dated as of March 2, 2009 (This “First 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, Syndication Agents, and Wachovia Bank, National Association, as Documentation Agent

from 8-K 211 pages Amended and Restated Credit Agreement Dated as of January 12, 2009, Among LIZ Claiborne, Inc., Mexx Europe B.V., and LIZ Claiborne Canada Inc., as Borrowers, the Subsidiary Guarantors Party Hereto, the Lenders Party Hereto Jpmorgan Chase Bank, N.A., as Administrative Agent and U.S. Collateral Agent, Jpmorgan Chase Bank, N.A., Toronto Branch, as Canadian Administrative Agent and Canadian Collateral Agent, J.P. Morgan Europe Limited, as European Administrative Agent and European Collateral Agent, Bank of America, N.A. and Suntrust Bank, as Syndication Agents, and Wachovia Bank, National Association, as Documentation Agent J.P. Morgan Securities Inc. and Banc of America Securities LLC as Joint Lead Arrangers J.P. Morgan Securities Inc., Banc of America Securities LLC and Wachovia Capital Markets, LLC, as Joint Bookrunners

from 10-Q 19 pages Second Amendment

from 8-K 7 pages First Amendment and Waiver

from 8-K >50 pages Five-Year Credit Agreement