As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 1/18/13  Kate Spade & Co                   S-4                   41:3.5M                                   Merrill Corp/New/FA
          Adelington Design Group, Inc.
          Juicy Couture, Inc.
          Kate Spade LLC
          LCI Holdings, Inc.
          Lucky Brand Dungarees Stores, Inc.
          Lucky Brand Dungarees, Inc.
          LCI Investments, Inc.
          L.C. Licensing, LLC
          Fifth & Pacific Companies Cosmetics, Inc.
          Fifth & Pacific Companies Foreign Holdings, Inc.
          LCCI Holdings LLC
          Fifth & Pacific Companies Puerto Rico, Inc.
          WCFL Holdings LLC
          FNP Holdings, LLC

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Registration of Securities Issued in a              HTML   1.14M 
                          Business-Combination Transaction                       
10: EX-3.10     Articles of Incorporation/Organization or By-Laws   HTML     45K 
11: EX-3.11     Articles of Incorporation/Organization or By-Laws   HTML     34K 
12: EX-3.12     Articles of Incorporation/Organization or By-Laws   HTML     43K 
13: EX-3.13     Articles of Incorporation/Organization or By-Laws   HTML     54K 
14: EX-3.14     Articles of Incorporation/Organization or By-Laws   HTML     27K 
15: EX-3.15     Articles of Incorporation/Organization or By-Laws   HTML     54K 
16: EX-3.16     Articles of Incorporation/Organization or By-Laws   HTML     76K 
17: EX-3.17     Articles of Incorporation/Organization or By-Laws   HTML    113K 
18: EX-3.18     Articles of Incorporation/Organization or By-Laws   HTML     40K 
19: EX-3.19     Articles of Incorporation/Organization or By-Laws   HTML     40K 
 2: EX-3.2      Articles of Incorporation/Organization or By-Laws   HTML     37K 
20: EX-3.20     Articles of Incorporation/Organization or By-Laws   HTML     38K 
21: EX-3.21     Articles of Incorporation/Organization or By-Laws   HTML     37K 
22: EX-3.22     Articles of Incorporation/Organization or By-Laws   HTML     30K 
23: EX-3.23     Articles of Incorporation/Organization or By-Laws   HTML     45K 
24: EX-3.24     Articles of Incorporation/Organization or By-Laws   HTML     40K 
25: EX-3.25     Articles of Incorporation/Organization or By-Laws   HTML     52K 
 3: EX-3.3      Articles of Incorporation/Organization or By-Laws   HTML     46K 
 4: EX-3.4      Articles of Incorporation/Organization or By-Laws   HTML     50K 
 5: EX-3.5      Articles of Incorporation/Organization or By-Laws   HTML     54K 
 6: EX-3.6      Articles of Incorporation/Organization or By-Laws   HTML     58K 
 7: EX-3.7      Articles of Incorporation/Organization or By-Laws   HTML     32K 
 8: EX-3.8      Articles of Incorporation/Organization or By-Laws   HTML     54K 
 9: EX-3.9      Articles of Incorporation/Organization or By-Laws   HTML     41K 
26: EX-4.2      Instrument Defining the Rights of Security Holders  HTML     52K 
27: EX-4.3      Instrument Defining the Rights of Security Holders  HTML     49K 
28: EX-4.4      Instrument Defining the Rights of Security Holders  HTML     48K 
29: EX-5.1      Opinion re: Legality                                HTML     37K 
30: EX-5.2      Opinion re: Legality                                HTML     30K 
31: EX-8.1      Opinion re: Tax Matters                             HTML     24K 
32: EX-10.46    Material Contract                                   HTML     33K 
33: EX-10.47    Material Contract                                   HTML     34K 
34: EX-12.1     Statement re: Computation of Ratios                 HTML     76K 
35: EX-21.1     Subsidiaries of the Registrant                      HTML     34K 
36: EX-23.3     Consent of Experts or Counsel                       HTML     18K 
37: EX-25.1     Statement re: Eligibility of Trustee                HTML     67K 
38: EX-99.1     Miscellaneous Exhibit                               HTML    183K 
39: EX-99.2     Miscellaneous Exhibit                               HTML     50K 
40: EX-99.3     Miscellaneous Exhibit                               HTML     31K 
41: EX-99.4     Miscellaneous Exhibit                               HTML     27K 

Exhibit 4.3

 

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”).

 

W I T N E S S E T H

 

WHEREAS, the Company has heretofore executed and delivered to the Trustee the Indenture dated as of April 7, 2011 providing for the issuance of 10.50% Senior Secured Notes due 2019 (the “Notes”);

 

WHEREAS, the Company will cause the New Subsidiary Guarantor to execute and deliver to the Trustee a Guaranty Agreement pursuant to which the New Subsidiary Guarantor will Guarantee payment of the Notes on the same terms and conditions as those set forth in the Indenture; and

 

WHEREAS, pursuant to Section 9.06 of the Indenture the Trustee is authorized to execute and deliver this Supplemental Indenture.

 

NOW THEREFORE, in consideration of the foregoing and for good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the New Subsidiary Guarantor, the other Guarantor and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

 

SECTION 1.  Capitalized Terms. Capitalized terms used herein but not defined shall have the meanings assigned to them in the Base Indenture. The New Subsidiary Guarantor is a Guarantor for purposes of the Base Indenture and a Subsidiary Guarantor for purposes of the Base Indenture as supplemented hereby.

 

SECTION 2.  Guarantee. The New Subsidiary Guarantor (A) hereby, jointly and severally with the other Guarantors, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes, the other Notes Documents or the obligations of the Issuer hereunder or thereunder, that:

 

(1)             the principal of, premium and Additional Interest, if any, and interest on, the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof, and

 

(2)             in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or

 

 

performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.

 

SECTION 3.  Successors and Assigns. All agreements of the Company in this Second Supplemental Indenture and the Notes will bind its successors. All agreements of the Trustee in this Second Supplemental Indenture will bind its successors. All agreements of each Guarantor in this Second Supplemental Indenture will bind its successors, except as otherwise provided in Section 14.10 of the Indenture.

 

SECTION 4.  Modification. No modification, amendment or waiver of any provision of this Supplemental Indenture, nor the consent to any departure by the New Subsidiary Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Trustee, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the New Subsidiary Guarantor in any case shall entitle the New Subsidiary Guarantor to any other or further notice or demand in the same, similar or other circumstances.

 

SECTION 5.  Releases. The Note Guarantee of the New Subsidiary Guarantor, and the Collateral Agent’s Lien on the Collateral of the New Subsidiary Guarantor, will be released as provided in Section 10.05 of the Indenture.

 

SECTION 6.  Governing Law. THIS INDENTURE, THE NOTE, AND THE NOTE GUARANTEES AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS CONFLICTS OF LAW PRINCIPLES INSOFAR AS SUCH PRINCIPLES WOULD DEFER TO THE SUBSTANTIVE LAWS OF SOME OTHER JURISDICTION.

 

SECTION 7.  No Personal Liability of Directors, Officers, Employees and Stockholders. No past, present or future director, officer, employee, incorporator or stockholder of the Issuer or any Guarantor, as such, will have any liability for any obligations of the Issuer or the Guarantors under the Notes, this Indenture, the Note Guarantees, the Security Documents or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

 

SECTION 8.  Multiple Originals. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy will be an original, but all of them together represent the same agreement.

 

2

 

SECTION 9.  Headings. The headings of the Sections of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Supplemental Indenture and will in no way modify or restrict any of the terms or provisions hereof.

 

[Remainder of this Page Intentionally Left Blank]

 

3

 

IN WITNESS WHEREOF, the parties have caused this Second Supplemental Indenture to be duly executed as of the date first written above.

 

	LIZ CLAIBORNE, INC., a Delaware corporation
	By:	/s/ Nicholas Rubino
		Name:	Nicholas Rubino
		Title:	SVP, Chief Legal Officer, General
			Counsel & Corporate Secretary
	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	By:	/s/ Wally Jones
		Name:	Wally Jones
		Title:	Vice President
	KATE SPADE PUERTO RICO INC.
	By:	/s/ Nicholas Rubino
		Name:	Nicholas Rubino
		Title:	Director
	BOODLE, INC. (F/K/A LCI LAUNDRY)
	DB NEWCO CORP.
	HAVANA, LLC
	JERG, INC. (F/K/A California, Inc.)
	JUICY COUTURE, INC.
	KATE SPADE LLC
	L.C. AUGUSTA, INC.
	L.C. CARIBBEAN HOLDINGS, INC.
	L.C. LIBRA, LLC
	L.C. LICENSING, INC.
	L.C. SERVICE COMPANY, INC.
	L.C. SPECIAL MARKETS, INC.
	LCI ACQUISITION U.S., INC.
	LCI HOLDINGS, INC.
	LCI INVESTMENTS, INC.
	LCCI HOLDINGS LLC
	LIZ CLAIBORNE ACCESSORIES, INC.

 

(Signature Page to Second Supplemental Indenture)

 

4

 

	LIZ CLAIBORNE ACCESSORIES-SALES, INC.
	LIZ CLAIBORNE COSMETICS, INC.
	LIZ CLAIBORNE EXPORT, INC.
	LIZ CLAIBORNE FOREIGN HOLDINGS, INC.
	LIZ CLAIBORNE JAPAN, INC.
	LIZ CLAIBORNE PUERTO RICO, INC.
	LIZ CLAIBORNE SALES, INC.
	LIZ CLAIBORNE SHOES, INC.
	LUCKY BRAND DUNGAREES, INC.
	LUCKY BRAND DUNGAREES STORES, INC.
	MONET INTERNATIONAL, INC.
	MONET PUERTO RICO, INC.
	NONEE I, LLC (F/K/A ENYCE LLC)
	NONEE I HOLDING, LLC (F/K/A ENYCE HOLDING, LLC)
	SEGRETS, INC.
	SKYLARK SPORT MARKETING
	CORPORATION
	WCFL HOLDINGS LLC
	WESTCOAST CONTEMPO PROMENADE, INC.
	WESTCOAST CONTEMPO RETAIL, INC.
	WESTCOAST CONTEMPO USA, INC.
	By:	/s/ Nicholas Rubino
		Name:	Nicholas Rubino
		Title:	SVP, Chief Legal Officer, General
			Counsel & Corporate Secretary

 

(Signature Page to Second Supplemental Indenture)

 

5

 

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/08/13  SEC                               UPLOAD¶    10/05/17    1:267K Adelington Design Group, Inc.