ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On November 2, 2009, Liz Claiborne, Inc., a Delaware corporation (the "Company")
completed a third amendment to its Amended and Restated Credit Agreement
("Amended Agreement"), which (i) provides that through the maturity date of the
Amended Agreement, the fixed charge coverage covenant will be in effect only
when availability under the amended credit facility fails to exceed
$75.0 million on any date on or after the first day of the October fiscal month
and prior to the first day of the December fiscal month, $120.0 million on any
date from December 15 of a calendar year through January 30 of the following
year or $90.0 million on any other date; (ii) amends the prepayment requirements
whereby any net proceeds received by or on behalf of the Company or its
subsidiaries in respect of any permitted disposition transactions shall be used
to repay the outstanding borrowings under the Amended Agreement and, to the
extent that such net proceeds exceed the amount of such outstanding borrowings,
cash collateralize outstanding exposure in an aggregate amount equal to 100% of
such net proceeds; (iii) permits the acquisition of certain joint venture
interests and the indebtedness and guarantees by certain parties arising in
connection with such acquisition, subject to certain capped amounts and meeting
certain borrowing availability tests; and (iv) permits the grant of the purchase
option and the sale of certain assets, including the trademarks that were
licensed to J.C. Penney Corporation, Inc. on October 7, 2009.
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On November 4, 2009, the Company, issued a press release (the "Press Release")
announcing its results for the three and nine months ended October 3, 2009.
Further details are contained in the Press Release, which is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
The information contained herein shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or incorporated by reference in any filing under the Securities Act of
1933, as amended, or the Exchange Act, except as shall be expressly set forth by
specific reference in such a filing.