Amended and Restated Credit Agreement,

Exhibit 10.1

EXECUTION COPY

          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.

W I T N E S S E T H :

          WHEREAS, the Borrowers, the Lenders, the Syndication Agents, the Documentation Agent, 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:

          “ Increased Reporting Period ” means the period commencing on May 16, 2009 and ending July 31, 2010.

          “ Required Availability Amount ” means $90,000,000 (or, on any date (x) on or after October 4, 2009 and prior to December 6, 2009, $75,000,000 and (y) on or after December 15, 2009 and prior to January 30, 2010, $120,000,000).

          “ Second Amendment ” means the Second Amendment, dated as of May 12, 2009, to this Agreement.

          “ Second Amendment Effective Date ” has the meaning assigned to such term in the Second Amendment.

          (b) The definition of “Adjusted LIBO Rate” in Section 1.01 of the Credit Agreement is hereby amended by deleting the definition contained therein in its entirety and substituting in lieu thereof the following new definition:

          “ Adjusted LIBO Rate ” means, with respect to any Eurocurrency Borrowing for any Interest Period, an interest rate per annum equal to the greater of (1) (a) (i) the LIBO Rate for such Interest Period multiplied (if applicable) by (ii) the Statutory Reserve Rate, plus (b) the Mandatory Cost (in each case, rounded upwards, if necessary, to the next 1/16 of 1%) and (2) 1.50%.

          (c) The definition of “Applicable Spread” in Section 1.01 of the Credit Agreement is hereby amended by (i) deleting the words “Category 4” contained therein and inserting in lieu thereof the words “Category 2”, (ii) deleting the words “Category 3” contained therein and inserting in lieu thereof the words “Category 1” and (iii) deleting the pricing grid contained therein and substituting in lieu thereof the following new pricing grid:

          (d) The definition of “Fixed Charges” in Section 1.01 of the Credit Agreement is hereby amended by adding the words “(net of any income tax refund received, but in no event less than zero)” immediately following the words “ plus income taxes paid in cash” in the second line thereof;

          (e) The definition of “Full Cash Dominion Period” in Section 1.01 of the Credit Agreement is hereby amended by deleting the definition contained therein in its entirety and substituting in lieu thereof the following new definition:

          “ Full Cash Dominion Period ” means (i) at any time prior to the Second Amendment Effective Date, any Level 1 Minimum Aggregate Availability Period ( provided that a Full Cash Dominion Period may be discontinued no more than twice in any period of twelve consecutive months) and (ii) any period commencing on or after the Second Amendment Effective Date.

     3.  Amendment to Section 5.01 (Financial Statements; Borrowing Base and Other Information) . (a) Clause (g) of Section 5.01 of the Credit Agreement is hereby amended by inserting the words “or during the Increased Reporting Period” immediately following the words “Level 1 Minimum Aggregate Availability Period” in the fourth line thereof.

     (b) Clause (h) of Section 5.01 of the Credit Agreement is hereby amended by inserting the words “or during the Increased Reporting Period” immediately following the words “Level 1 Minimum Aggregate Availability Period” in the fourth line thereof.

     4. Amendment to Section 6.01 (Indebtedness). Section 6.01(i) of the Credit Agreement is hereby amended by adding the following words at the end of the parenthetical contained therein, immediately before the “)”:

     “(such determination to be made without giving effect to the proviso set forth at the end of Section 6.16)”

     5.  Amendment to Section 6.16 (Fixed Charge Coverage Ratio) . Section&n