Indenture – The Jones Group Inc.

THE JONES GROUP INC.,
JONES APPAREL GROUP HOLDINGS, INC.,
JONES APPAREL GROUP USA, INC.
and
JAG FOOTWEAR, ACCESSORIES AND RETAIL CORPORATION,

as Issuers

and

U.S. BANK NATIONAL ASSOCIATION

as Trustee

INDENTURE

Dated as of March 7, 2011

$300,000,000 6.875% Senior Notes Due 2019

TABLE OF CONTENTS


	Page
ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01. Definitions		1
Section 1.02. Other Definitions		8
Section 1.03. Incorporation by Reference of Trust Indenture Act		9
Section 1.04. Rules of Construction		9

ARTICLE 2

THE SECURITIES

Section 2.01. Form of Securities		9
Section 2.02. Denominations		10
Section 2.03. Forms Generally		10
Section 2.04. Execution, Authentication and Delivery		10
Section 2.05. Registrar and Paying Agent		10
Section 2.06. Paying Agent to Hold Money in Trust		11
Section 2.07. Securityholder Lists		11
Section 2.08. Transfer and Exchange		11
Section 2.09. Replacement Securities		12
Section 2.10. Outstanding Securities		12
Section 2.11. Temporary Securities		13
Section 2.12. Cancellation		13
Section 2.13. Defaulted Interest		13
Section 2.14. CUSIP Numbers		13
Section 2.15. Issuance of Additional Securities		13

ARTICLE 3

REDEMPTION

Section 3.01. Notices to Trustee		14
Section 3.02. Selection of Securities to Be Redeemed		14
Section 3.03. Notice of Redemption		14
Section 3.04. Effect of Notice of Redemption		15
Section 3.05. Deposit of Redemption Price		15
Section 3.06. Securities Redeemed in Part		15

ARTICLE 4

COVENANTS

Section 4.01. Payment of Securities		15
Section 4.02. Annual and Quarterly Reports		15
Section 4.03. Corporate Existence		16

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Section 4.04. Restrictions on Liens		16
Section 4.05. Restrictions on Sale and Leaseback Transactions		18
Section 4.06. Exempted Debt		19
Section 4.07. Change of Control		19
Section 4.08. Waiver of Certain Covenants		21
Section 4.09. Compliance Certificate		21
Section 4.10. Further Instruments and Acts		21

ARTICLE 5

SUCCESSOR COMPANIES

Section 5.01. Merger and Consolidation		21

ARTICLE 6

DEFAULTS AND REMEDIES

Section 6.01. Events of Default		22
Section 6.02. Acceleration		24
Section 6.03. Other Remedies		24
Section 6.04. Waiver of Past Defaults		24
Section 6.05. Control by Majority		24
Section 6.06. Limitation on Suits		25
Section 6.07. Rights of Holders to Receive Payment		25
Section 6.08. Collection Suit by Trustee		25
Section 6.09. Trustee May File Proofs of Claim		25
Section 6.10. Priorities		25
Section 6.11. Undertaking for Costs		26
Section 6.12. Waiver of Stay or Extension Laws		26

ARTICLE 7

TRUSTEE

Section 7.01. Duties of Trustee		26
Section 7.02. Rights of Trustee		27
Section 7.03. Individual Rights of Trustee		28
Section 7.04. Trustee153s Disclaimer		28
Section 7.05. Notice of Defaults		28
Section 7.06. Reports by Trustee to Holder		28
Section 7.07. Compensation and Indemnity		28
Section 7.08. Replacement of Trustee		29
Section 7.09. Successor Trustee by Merger		30
Section 7.10. Eligibility, Disqualification		30
Section 7.11. Preferential Collection of Claims Against Issuers		30

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ARTICLE 8

DISCHARGE OF INDENTURE; DEFEASANCE

Section 8.01. Disclaimer of Liability on Securities; Defeasance		30
Section 8.02. Conditions to Defeasance		31
Section 8.03. Application of Trust Money		33
Section 8.04. Repayment to Issuers		33
Section 8.05. Indemnity for Government Obligations		33
Section 8.06. Reinstatement		33

ARTICLE 9

AMENDMENTS

Section 9.01. Without Consent of Holders		33
Section 9.02. With Consent of Holders		34
Section 9.03. Compliance with Trust Indenture Act		35
Section 9.04. Revocation and Effect of Consents and Waivers		35
Section 9.05. Notation on or Exchange of Securities		35
Section 9.06. Trustee to Sign Amendments		35
Section 9.07. Payment for Consent		35

ARTICLE 10

MISCELLANEOUS

Section 10.01. Trust Indenture Act Controls		36
Section 10.02. Notices		36
Section 10.03. Communication by Holders with Other Holders		36
Section 10.04. Certificate and Opinion as to Conditions Precedent		37
Section 10.05. Statements Required in Certificate or Opinion		37
Section 10.06. When Securities Disregarded		37
Section 10.07. Rules by Trustee, Paying Agent and Registrar		37
Section 10.08. Legal Holiday		37
Section 10.09. Governing Law		37
Section 10.10. No Recourse Against Others		38
Section 10.11. Successors		38
Section 10.12. Multiple Originals		38
Section 10.13. Table of Contents: Headings		38
Section 10.14. Severability		38

APPENDIX PROVISIONS RELATING TO SECURITIES

EXHIBIT A FORM OF SECURITY

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INDENTURE dated as of March 7, 2011, by and among THE JONES GROUP INC., a
Pennsylvania corporation, JONES APPAREL GROUP HOLDINGS, INC., a Delaware
corporation, JONES APPAREL GROUP USA, INC., a Delaware corporation, and JAG
FOOTWEAR, ACCESSORIES AND RETAIL CORPORATION, a New Jersey corporation
(collectively, the “Issuers“), and U.S. BANK NATIONAL
ASSOCIATION, as trustee (the “Trustee“).

Each party agrees as follows for the benefit of the other parties and for the
equal and ratable benefit of the Holders of the Securities.

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01. Definitions.

“Additional Securities” means 6.875% Senior Notes due 2019
issued under this Indenture after the Closing Date and in compliance with
Section 2.15 hereof, it being understood that any Securities issued in exchange
for or replacement of any Securities issued on the Closing Date shall not be
Additional Securities.

“Affiliate” of any specified Person means any other Person,
directly or indirectly, controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition,
“control” when used with respect to any Person means the power
to direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms “controlling” and “controlled”
have meanings correlative to the foregoing.

“Attributable Debt” in respect of a Sale and Leaseback
Transaction means, at the time of determination, the present value (discounted
at the actual rate of interest of such transaction) of the obligation of the
lessee for net rental payments during the remaining term of the lease included
in such Sale and Leaseback Transaction (including any period for which such
lease has been extended or may, at the option of the lessor, be extended). The
term “net rental payments” under any lease for any period shall mean the sum of
the rental and other payments required to be paid in such period by the lessee
thereunder, not including, however, any amounts required to be paid by such
lessee (whether or not designated as rental or additional rental) on account of
maintenance and repairs, insurance, taxes, assessments, water rates or similar
charges required to be paid by such lessee thereunder or any amounts required to
be paid by such lessee thereunder contingent upon the amount of sales,
maintenance and repairs, insurance, taxes, assessments, water rates or similar
charges. In the case of any lease which is terminable by the lessee upon the
payment of a penalty, such net amount shall also include the amount of such
penalty, but no rent shall be considered as required to be paid under such lease
subsequent to the first date upon which it may be so terminated without payment
of such penalty.

“Beneficial Owner” means “beneficial owner” as such term is
defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in
calculating the beneficial ownership of any particular “person” (as that term is
used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to
have beneficial ownership of all Securities that such “person” has the right to
acquire by conversion or exercise of other securities, whether such right is
currently exercisable or is exercisable only upon the occurrence of a subsequent
condition. The terms “Beneficially Owns” and
“Beneficially Owned” have a corresponding meaning.

“Board of Directors” means the Board of Directors of the
applicable Person or any committee thereof duly authorized to act on behalf of
the Board of Directors of such Person.

“Business Day” means each day which is not a Legal Holiday.

“Capital Stock” of any Person means any and all shares,
interests, rights to purchase, warrants, options, participating or other
equivalents of or interests in (however designated) equity of such Person,
including any preferred stock, but excluding any debt securities convertible
into such equity.

“Change of Control” means the occurrence of any of the
following:

(a) the direct or indirect sale, transfer, conveyance or other disposition
(other than by way of merger or consolidation), in one or a series of related
transactions, of all or substantially all of the properties or assets of The
Jones Group Inc. and its Subsidiaries taken as a whole to any “person” (as that
term is used in Section 13(d)(3) of the Exchange Act) other than The Jones Group
Inc. or one of its Subsidiaries;

(b) the consummation of any transaction (including, without limitation, any
merger or consolidation) the result of which is that any “person” (as defined
above) becomes the Beneficial Owner, directly or indirectly, of more than 50% of
the voting stock of The Jones Group Inc. (measured by voting power rather than
the number of shares), other than (1) any such transaction where the voting
stock of The Jones Group Inc. (measured by voting power rather than number of
shares) outstanding immediately prior to such transaction constitutes or is
converted into or exchanged for a majority of the outstanding shares of voting
stock of such Beneficial Owner (measured by voting power rather than number of
shares) or (2) any merger or consolidation of The Jones Group Inc. with or into
any person (as defined above) (a “Permitted Person“) or a
Subsidiary of a Permitted Person, in each case, if immediately after such
transaction no person is the Beneficial Owner, directly or indirectly, of more
than 50% of the total voting stock of such Permitted Person (measured by voting
power rather than the number of shares); or

(c) the first day on which a majority of the members of the Board of
Directors of The Jones Group Inc. are not Continuing Directors.

“Change of Control Offer” means an offer to repurchase
Securities pursuant to Section 4.07 hereof.

“Change of Control Payment” means, with respect to
Securities tendered for repurchase pursuant to a Change of Control Offer, an
amount equal to 101% of the aggregate principal amount of such Securities plus
accrued and unpaid interest thereon, if any, to the date of repurchase.

“Change of Control Triggering Event” means, with respect to
the Securities, that the Securities are rated lower than Investment Grade by any
of the Rating Agencies on any date during the period (the “Trigger
Period“) commencing 60 days prior to the first public announcement by
The Jones Group Inc. of any Change of Control (or pending Change of Control) and
ending 60 days following consummation of such Change of Control (which Trigger
Period will be extended following consummation of a Change of Control for so
long as any of the Rating Agencies has publicly announced that it is considering
a possible ratings change). Notwithstanding the foregoing, no Change of Control
Triggering Event will be deemed to have occurred in connection with any
particular Change of Control unless and until such Change of Control has
actually been consummated.

“Closing Date” means the date of this Indenture.

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“Code” means the Internal Revenue Code of 1986, as amended.

“Comparable Treasury Issue” means the United States Treasury
security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term (“remaining life“) of the
Securities to be redeemed that would be utilized, at the time of selection and
in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of the
Securities.

“Comparable Treasury Price” means, with respect to any
redemption date, (a) the average of five Reference Treasury Dealer Quotations
for such redemption date after excluding the highest and lowest of such
Reference Treasury Dealer Quotations, or (b) if the Independent Investment
Banker obtains fewer than five such Reference Treasury Dealer Quotations, the
average of all such quotations.

“Consolidated Equity” means consolidated total equity of the
Issuers and their respective Subsidiaries as determined in accordance with GAAP
and reflected on the Issuers153 most recent balance sheet.

“Consolidated Net Tangible Assets” means as of any date of
determination, the total amount of assets of the Issuers and their respective
Subsidiaries (less applicable reserves and other properly deductible items)
after deducting (a) all current liabilities (excluding the amount of those which
are by their terms extendable or renewable at the option of the obligor to a
date more than 12 months after the date as of which the amount is being
determined and excluding all intercompany items between an Issuer and any of its
wholly-owned Subsidiaries or between Issuers or between Subsidiaries of Issuers)
and (b) all goodwill, trade names, trademarks, patents, unamortized debt
discount and expense and other like intangible assets, all as determined on a
consolidated basis in accordance with GAAP.

“Continuing Directors” means, as of any date of
determination, any member of the Board of Directors of The Jones Group Inc. who:

(a) was a member of such Board of Directors on the date hereof; or

(b) was nominated for election or elected to such Board of Directors with the
approval of a majority of the Continuing Directors who were members of such
Board of Directors at the time of such nomination or election.

“Corporate Trust Office” means the principal office of the
Trustee at which at any time its corporate trust business shall be administered,
which office at the date hereof is located at U.S. Bank National Association,
Attention: Corporate Trust Services, Two Midtown Plaza, 1349 W. Peachtree St.
NW, Suite 1050, Atlanta, Georgia 30309, or such other address as the Trustee may
designate from time to time by notice to the Holders and the Company, or the
principal corporate trust office of any successor Trustee (or such other address
as such successor Trustee may designate from time to time by notice to the
Holders and the Company)

“Credit Agreement” means the Credit Agreement, dated as of
May 13, 2009, by and among the Issuers and certain other Subsidiaries of Jones
Apparel Group Holdings, Inc., JPMorgan Chase Bank, N.A., as administrative
agent, and the other parties thereto, together with the related documents
thereto (including the revolving loans thereunder, any guarantees and security
documents), as amended by Amendment No. 1 thereto dated as of May 5, 2010,
Amendment No. 2 thereto dated as of June 29, 2010, and as further amended,
extended, renewed, restated, supplemented, modified, replaced, refinanced or
otherwise restructured (in whole or in part, and without limitation as to
amount, terms, conditions, covenants and other provisions) from time to time,
and any agreement (and related document) governing Indebtedness incurred to
Refinance (including increasing the amount of available borrowings thereunder),

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in whole or in part, the borrowings and commitments then outstanding or
permitted to be outstanding under such Credit Agreement or a successor Credit
Agreement, whether by the same or any other lender or group of lenders.

“Default” means any event which is, or after notice or
passage of time or both would be, an Event of Default.

“Depositary” means, with respect to the Securities issuable
in whole or in part in global form, the Person specified pursuant to Section
2.01 hereof as the initial Depositary with respect to the Securities, until a
successor shall have been appointed and become such pursuant to the applicable
provisions of this Indenture, and thereafter “Depositary” shall mean or include
such successor.

“Dollar” means a dollar or other equivalent unit in such
coin or currency of the United States as at the time shall be legal tender for
the payment of public and private debt.

“Exchange Act” means the Securities Exchange Act of 1934, as
amended.

“Funded Debt” means Indebtedness, whether incurred, assumed
or guaranteed, maturing by its terms more than one year from the date of
creation thereof or which is extendable or renewable at the sole option of the
obligor in such manner that it may become payable more than one year from the
date of creation thereof, provided, however, that Funded Debt
shall not include obligations created pursuant to leases, or any Indebtedness or
portion thereof maturing by its terms within one year from the time of any
computation of the amount of outstanding Funded Debt unless such Indebtedness
shall be extendable or renewable at the sole option of the obligor in such
manner that it may become payable more than one year from such time, or any
Indebtedness for the payment or redemption of which money in the necessary
amount shall have been deposited in trust either at or before the maturity or
redemption date thereof.

“GAAP” means generally accepted accounting principles in the
United States of America as in effect from time to time, including those
principles set forth in (a) the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants, (b)
statements and pronouncements of the Financial Accounting Standards Board, (c)
such other statements by such other entity as approved by a significant segment
of the accounting profession and (d) the rules and regulations of the SEC
governing the inclusion of financial statements (including pro forma financial
statements) in periodic reports required to be filed pursuant to Section 1-3 of
the Exchange Act, including opinions and pronouncements in staff accounting
bulletins and similar written statements from the accounting staff of the SEC.
All ratios and computations based on GAAP contained in this Indenture shall be
computed in conformity with GAAP.

“Global Security” means a Security that is issued in global
form in the name of the Depositary with respect thereto or its nominee.

“Holder” or “Securityholder” means the
Person in whose name a Security is registered on the Registrar153s books.

“Indebtedness” means indebtedness for borrowed money and all
indebtedness under purchase money mortgages or other purchase money Liens or
conditional sales or similar title retention agreements (but excluding trade
accounts payable in the ordinary course of business) in each case where such
indebtedness has been created, incurred, assumed or guaranteed by such Person or
where such Person is otherwise liable therefor and indebtedness for borrowed
money secured by any Lien upon property owned by such Person even though such
Person has not assumed or become liable for the payment of such indebtedness;
provided that if the obligation so secured has not been assumed in full
by such Person or is otherwise

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not such Person153s legal liability in full, the amount of such obligation for
the purposes of this definition shall be limited to the lesser of the amount of
such obligation secured by such Lien or the fair market value of the property
securing such Lien.

“Indenture” means this Indenture as amended or supplemented
from time to time and includes the terms of the Securities established as
contemplated by Section 2.01.

“Independent Investment Banker” means either Citigroup
Global Markets Inc. or J.P. Morgan Securities LLC, as specified by the Issuers,
or if neither of the foregoing is willing or able to select the Comparable
Treasury Issue, an independent investment banking institution of national
standing appointed by the Issuers.

“Investment Grade” means a rating of Baa3 or better by
Moody153s (or its equivalent under any successor rating category of Moody153s) and a
rating of BBB- or better by S&P (or its equivalent under any successor
rating category of S&P), and the equivalent investment grade credit rating
from any replacement rating agency or rating agencies selected by us under the
circumstances permitting us to select a replacement agency and in the manner for
selecting a replacement agency, in each case as set forth in the definition of
“Rating Agency.”

“Issuer” means each party named as such in this Indenture
until a successor replaces it and, thereafter, means the successor and, for
purposes of any provision contained herein and required by the TIA, each other
obligor on the indenture securities.

“Lien” means any mortgage, pledge, security interest,
encumbrance, lien or charge of any kind (including any conditional sale or other
title retention agreement or lease in the nature thereof).

“Moody153s” means Moody153s Investors Service, Inc., a
subsidiary of Moody153s Corporation, and its successors.

“Officer” means the Chairman of the Board of Directors, the
Chief Executive Officer, the Chief Financial Officer, the President, any Vice
President, the Treasurer or the Secretary of the applicable Issuer.

“Officers153 Certificate” means a certificate signed by two
Officers.

“Opinion of Counsel” means a written opinion from legal
counsel. The counsel may be an employee of or counsel to the applicable Issuer
or the Trustee.

“Person” means any individual, corporation, partnership,
limited liability company, joint venture, association, joint-stock company,
trust, unincorporated organization, government or any agency or political
subdivision thereof or any other entity.

“principal” of a Security means the principal of the
Security plus the premium, if any, payable on the Security which is due or
overdue or is to become due at the relevant time.

“Principal Property” means any property owned or leased by
any Issuer or Restricted Subsidiary, the net book value of which exceeds one
percent of the Consolidated Net Tangible Assets of the Issuers and their
respective Subsidiaries.

“Prospectus” means the prospectus supplement, dated March 2,
2011, relating to the issuance of the Securities.

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“Qualified Receivables Transaction” means any transaction or
series of transactions in an aggregate amount not to exceed $300.0 million that
may be entered into by the Issuers or any Restricted Subsidiary in which the
Issuers or any Restricted Subsidiary may sell, contribute, convey or otherwise
transfer to (a) a Receivables Subsidiary (in the case of a transfer by the
Issuers or any Restricted Subsidiary) and (b) any other person (in the case of a
transfer by a Receivables Subsidiary), or may grant a security interest in, any
accounts receivable (whether now existing or arising in the future) of the
Issuers or any Restricted Subsidiary, and any related assets, including, without
limitation, all collateral securing such accounts receivable, all contracts and
all guarantees or other obligations in respect of such accounts receivable,
proceeds of such accounts receivable and other assets (including contract
rights) which are customarily transferred or in respect of which security
interests are customarily granted in connection with asset securitization
transactions involving accounts receivable.

“Rating Agency” means each of Moody153s and S&P;
provided, that if any of Moody153s or S&P ceases to rate the
Securities or fails to make a rating of the Securities publicly available for
reasons outside the Issuers153 control, the Issuers may appoint another
“nationally recognized statistical rating organization” within the meaning under
Section 3 of the Exchange Act as a replacement for such Rating Agency;
provided, that the Issuers shall give notice of such appointment to the
Trustee.

“Receivables Subsidiary” means a wholly owned Subsidiary of
the Issuers (or another person formed for the purpose of engaging in a Qualified
Receivables Transaction with the Issuers or a Restricted Subsidiary in which the
Issuers or any Restricted Subsidiary make an investment and to which the Issuers
or any Restricted Subsidiary transfer accounts receivable) that engages in no
activities other than in connection with the financing of accounts receivable,
all proceeds thereof and all rights (contractual or other), collateral and other
assets relating thereto, and any business or activities incidental or related to
such business, and that is designated by the Board of Directors (as provided
below) as a Receivables Subsidiary and

(a) no portion of the Indebtedness or any other obligations (contingent or
otherwise) of which (1) is guaranteed by the Issuers or any Restricted
Subsidiary (excluding guarantees of obligations (other than the principal of,
and interest on, Indebtedness) pursuant to representations, warranties,
covenants, indemnities and performance guarantees customarily entered into in
connection with accounts receivable financings), (2) is recourse to or obligates
the Issuers or any Restricted Subsidiary in any way other than pursuant to
representations, warranties, covenants and indemnities customarily entered into
in connection with accounts receivables financings or (3) subjects any property
or asset of the Issuers or of any Restricted Subsidiary, directly or indirectly,
contingently or otherwise, to the satisfaction thereof, other than pursuant to
representations, warranties, covenants and indemnities customarily entered into
in connection with accounts receivable financings;

(b) with which neither the Issuers nor any Restricted Subsidiary have any
material contract, agreement, arrangement or understanding other than on terms
no less favorable to the Issuers or such Restricted Subsidiary than those that
might be obtained at the time from persons who are not affiliates of the
Issuers, other than fees payable in the ordinary course of business in
connection with servicing accounts receivable; and

(c) with which neither the Issuers nor any Restricted Subsidiary have any
obligation to maintain or preserve such Receivables Subsidiary153s financial
condition (other than customary requirements for the maintenance of a minimum
net worth) or cause such Receivables Subsidiary to achieve certain levels of
operating results.

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Any such designation by the Board of Directors shall be evidenced to the
Trustee by filing with the Trustee a board resolution giving effect to such
designation and an Officers153 Certificate certifying that such designation
complied with the preceding conditions.

“Reference Treasury Dealer” means Citigroup Global Markets
Inc. and J.P. Morgan Securities LLC and their respective successors and, at the
Issuers153 option, three other nationally recognized investment banking firms that
are primary dealers of U.S. Government securities in New York City (each, a
“Primary Treasury Dealer“). If any of the foregoing shall cease
to be a Primary Treasury Dealer, the Issuers shall substitute therefor another
Primary Treasury Dealer.

“Reference Treasury Dealer Quotations” means, with respect
to each Reference Treasury Dealer and any redemption date, the average, as
determined by the Independent Investment Banker, of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Independent Investment Banker at 5:00
p.m., New York City time, on the third Business Day preceding such redemption
date.

“Refinance” means, in respect of any Indebtedness, to
refinance, extend, renew, refund, replace, repay, prepay, purchase, redeem,
defease or retire, or to issue other Indebtedness in exchange or replacement
for, such Indebtedness.

“Remaining Scheduled Payments” means, with respect to any
Security to be redeemed, the remaining scheduled payments of principal of and
interest on such Security (not including any portion of such payments of
interest accrued to the date of redemption) that would be due after the related
redemption date but for such redemption.

“Restricted Subsidiary” means, at any time, any Subsidiary
of an Issuer (other than an Issuer) which would be a “Significant Subsidiary” at
such time, as such term is defined in Regulation S-X promulgated by the SEC, as
in effect on the Closing Date.

“S&P” means Standard & Poor153s Ratings Services, a
division of The McGraw-Hill Companies, Inc., and its successors.

“SEC” means the Securities and Exchange Commission.

“Securities” means the Issuers153 6.875% Senior Notes due 2019
issued on the Closing Date and any Additional Securities.

“Securities Act” means the Securities Act of 1933, as
amended.

“Subsidiary” of any Person means any corporation,
association, partnership or other business entity of which more than 50% of the
total voting power of shares of Capital Stock or other interests (including
partnership interests) entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof
is at the time owned or controlled, directly or indirectly, by (a) such Person,
(b) such Person and one or more Subsidiaries of such Person or (c) one or more
Subsidiaries of such Person.

“TIA” means the Trust Indenture Act of 1939 (15 U.S.C.
Sections 77aaa-77bbbb) in effect on the Closing Date.

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statistical release designated “H.15(519)” or any successor publication which
is published weekly by the Board of Governors of the Federal Reserve System and
which establishes yields on actively traded U.S. Treasury securities adjusted to
constant maturity under the caption “Treasury Constant Maturities,” for the
maturity corresponding to the Comparable Treasury Issue (if no maturity is
within three months before or after the remaining life (as defined in the
definition of Comparable Treasury Issue) of the Securities, yields for the two
published maturities most closely corresponding to the Comparable Treasury Issue
will be determined and the Treasury Rate will be interpolated or extrapolated
from such yields on a straight line basis, rounding to the nearest month) or (b)
if such release (or any successor release) is not published during the week
preceding the calculation date or does not contain such yields, the rate per
annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, calculated using a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date.

“Trustee” means the party named as such in this Indenture
until a successor replaces it and, thereafter, means the successor.

“Trust Officer” means any Vice President, Assistant Vice
President, Assistant Treasurer or any other officer or assistant officer of the
Trustee assigned by the Trustee to administer its corporate trust matters.

“Uniform Commercial Code” means the New York Uniform
Commercial Code as in effect from time to time.

“U.S. Government Obligations” means direct obligations (or
certificates representing an ownership interest in such obligations) of the
United States of America (including any agency or instrumentality thereof) for
the payment of which the full faith and credit of the United States of America
is pledged and which are not callable or redeemable at the issuer153s option.

“Wholly Owned Restricted Subsidiary” means a Restricted
Subsidiary, 100% of the outstanding Capital Stock of which (other than Capital
Stock constituting directors153 qualifying shares or interests held by directors
or shares or interests required to be held by foreign nationals, in each case to
the extent mandated by applicable law) is directly or indirectly owned by an
Issuer or by one or more Wholly Owned Restricted Subsidiaries.

Section 1.02. Other Definitions.


Term	Defined in Section
Appendix		2.01
Bankruptcy Law		6.01
Change of Control Payment Date		4.07
covenant defeasance option		8.01	(b)
Custodian		6.01
Definitive Security	Appendix
Event of Default		6.01
legal defeasance option		8.01	(b)
Legal Holiday		10.08
Notice of Default		6.01
Paying Agent		2.05
Permitted Person		1.01
Primary Treasury Dealer		1.01

-8-


Term	Defined in Section
protected purchaser		2.09
Registrar		2.05
Sale and Leaseback Transaction		4.05
Securities Custodian	Appendix
Successor Company		5.01	(a)

Section 1.03. Incorporation by Reference of Trust Indenture Act. This
Indenture is subject to the mandatory provisions of the TIA, which are
incorporated by reference in and made a part of this Indenture. The following
TIA terms have the following meanings:

“Commission” means the SEC.

“indenture securities” means the Securities.

“indenture Securityholder” means a Holder or Securityholder.

“indenture to be qualified” means this Indenture.

“indenture trustee” or “institutional trustee” means the
Trustee.

“obligor” on the indenture securities means the Issuers and
any other obligor on the indenture securities.

All other TIA terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule have the
meanings assigned to them by such definitions.

Section 1.04. Rules of Construction. Unless the context otherwise
requires:

(a) a term has the meaning assigned to it;

(b) an accounting term not otherwise defined has the meaning assigned to it
in accordance with GAAP;

(d) “including” means including without limitation;

(e) words in the singular include the plural and words in the plural include
the singular; and

(f) the principal amount of any non-interest bearing or other discount
security at any date shall be the principal amount thereof that would be shown
on a balance sheet of the issuer dated such date prepared in accordance with
GAAP.

ARTICLE 2

THE SECURITIES

Section 2.01. Form of Securities. Provisions relating to the
Securities are set forth in the Appendix attached hereto (the
“Appendix“), which is hereby incorporated in and expressly made
a part of

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this Indenture. The Securities and the Trustee153 s certificate of
authentication shall each be substantially in the form of Exhibit A hereto,
which are hereby incorporated in and expressly made a part of this Indenture.

Section 2.02. Denominations. The Securities shall be issuable in such
denominations as shall be specified as contemplated by Section 2.01. In the
absence of any such provisions with respect to the Securities, the Securities
denominated in Dollars shall be issuable in denominations of $2,000 and integral
multiples of $1,000 in excess thereof.

Section 2.03. Forms Generally. The Securities may have notations,
legends or endorsements required by law, securities exchange rule, agreements to
which any Issuer is subject, if any, or usage (provided that any such
notation, legend or endorsement is in a form acceptable to the Issuers). Each
Security shall be dated the date of its authentication.

The Definitive Securities shall be printed, lithographed or engraved on steel
engraved borders or may be produced in any other manner, all as determined by
the Officers executing such Securities, as evidenced by their execution thereof.

Section 2.04. Execution, Authentication and Delivery. One or more
Officers of the Issuers shall sign the Securities on behalf of the Issuers by
manual or facsimile signature. The Issuers153 seal, if any, shall be impressed,
affixed, imprinted or reproduced on the Securities and may be in facsimile form.

If an Officer of the Issuers whose signature is on a Security no longer holds
that office at the time the Trustee authenticates the Security, the Security
shall be valid nevertheless.

A Security shall not be valid until an authorized signatory of the Trustee
manually signs the certificate of authentication on the Security. The signature
shall be conclusive evidence that the Security has been authenticated under this
Indenture.

The Trustee shall authenticate and make available for delivery Securities as
set forth in the Appendix.

The Trustee may appoint an authenticating agent reasonably acceptable to the
Issuers to authenticate the Securities. Any such appointment shall be evidenced
by an instrument signed by a Trust Officer, a copy of which shall be furnished
to the Issuers. Unless limited by the terms of such appointment, an
authenticating agent may authenticate Securities whenever the Trustee may do so.
Each reference in this Indenture to authentication by the Trustee includes
authentication by such agent. An authenticating agent has the same rights as any
Registrar, Paying Agent or agent for service of notices and demands.

Section 2.05. Registrar and Paying Agent. The Issuers shall maintain
an office or agency where Securities may be presented for registration of
transfer or for exchange (the “Registrar“) and an office or
agency where Securities may be presented for payment (the “Paying
Agent“). The Registrar shall keep a register of the Securities and of
their transfer and exchange. The Issuers may have one or more co-registrars and
one or more additional paying agents. The term “Paying Agent” includes any
additional paying agent, and the term “Registrar” includes any co-registrars.
The Issuers initially appoint the Trustee as (a) Registrar and Paying Agent in
connection with the Securities and (b) the Securities Custodian with respect to
the Global Securities.

The Issuers shall enter into an appropriate agency agreement with any
Registrar or Paying Agent not a party to this Indenture, which shall incorporate
the terms of the TIA. The agreement shall implement the provisions of this
Indenture that relate to such agent. The Issuers shall notify the Trustee of the

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name and address of any such agent. If the Issuers fail to maintain a
Registrar or Paying Agent, the Trustee shall act as such and shall be entitled
to appropriate compensation therefor pursuant to Section 7.07. The Issuers or
any of their domestically organized Wholly Owned Restricted Subsidiaries may act
as Paying Agent or Registrar.

The Issuers may remove any Registrar or Paying Agent upon written notice to
such Registrar or Paying Agent and to the Trustee; provided,
however, that no such removal shall become effective until (1)
acceptance of an appointment by a successor as evidenced by an appropriate
agreement entered into by the Issuers and such successor Registrar or Paying
Agent, as the case may be, and delivered to the Trustee or (2) notification to
the Trustee that the Trustee shall serve as Registrar or Paying Agent until the
appointment of a successor in accordance with clause (1) above. The Registrar or
Paying Agent may resign at any time upon written notice; provided,
however, that the Trustee may resign as Paying Agent or Registrar only
if the Trustee also resigns as Trustee in accordance with Section 7.08.

Section 2.06. Paying Agent to Hold Money in Trust. On or before each
due date of the principal and interest on the Securities, the Issuers shall
deposit with the Paying Agent (or if an Issuer or a Subsidiary of any Issuer is
acting as Paying Agent, segregate and hold in trust for the benefit of the
Persons entitled thereto) a sum sufficient to pay such principal and interest
when so becoming due. The Issuers shall require each Paying Agent (other than
the Trustee) to agree in writing that the Paying Agent shall hold in trust for
the benefit of Securityholders or the Trustee all money held by the Paying Agent
for the payment of principal of or interest on the Securities and shall notify
the Trustee of any default by the Issuers in making any such payment. If an
Issuer or a Subsidiary of an Issuer acts as Paying Agent, it shall segregate the
money held by it as Paying Agent and hold it as a separate trust fund. The
Issuers at any time may require a Paying Agent to pay all money held by it to
the Trustee and to account for any funds disbursed by the Paying Agent. Upon
complying with this Section, the Paying Agent shall have no further liability
for the money delivered to the Trustee.

Section 2.07. Securityholder Lists. The Trustee shall preserve in as
current a form as is reasonably practicable the most recent list available to it
of the names and addresses of Securityholders. If the Trustee is not the
Registrar, the Issuers shall furnish, or cause the Registrar to furnish, to the
Trustee, in writing at least five Business Days before each interest payment
date and at such other times as the Trustee may request in writing, a list in
such form and as of such date as the Trustee may reasonably require of the names
and addresses of Securityholders.

Section 2.08. Transfer and Exchange. The Securities shall be issued in
registered form and shall be transferable only upon the surrender of a Security
for registration of transfer and in compliance with the Appendix. When a
Security is presented to the Registrar with a request to register a transfer,
the Registrar shall register the transfer as requested if the requirements of
Section 8-401(a)(1) of the Uniform Commercial Code are met. When Securities are
presented to the Registrar with a request to exchange them for an equal
principal amount of Securities of other denominations, the Registrar shall make
the exchange as requested if the same requirements are met. To permit
registration of transfers and exchanges, the Issuers shall execute and the
Trustee shall authenticate Securities at the Registrar153s request. The Issuers
may require payment of a sum sufficient to pay all taxes, assessments or other
governmental charges in connection with any such transfer or exchange pursuant
to this Section. The Issuers shall not be required to make and the Registrar
need not register transfers or exchanges of Securities selected for redemption
(except, in the case of Securities to be redeemed in part, the portion thereof
not to be redeemed) or any Securities for a period of 15 days before a selection
of Securities to be redeemed.

Prior to the due presentation for registration of transfer of any Security,
the Issuers, the Trustee, the Paying Agent, and the Registrar may deem and treat
the Person in whose name a Security is registered

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as the absolute owner of such Security for the purpose of receiving the
payment of principal and interest, if any, on such Security and for all other
purposes whatsoever, whether or not such Security is overdue, and none of the
Issuers, the Trustee, the Paying Agent or the Registrar shall be affected by
notice to the contrary.

Any Holder of a Global Security shall, by acceptance of such Global Security,
agree that transfers of beneficial interest in such Global Security may be
effected only through a book-entry system maintained by (a) the Holder of such
Global Security (or its agent) or (b) any Holder of a beneficial interest in
such Global Security, and that ownership of a beneficial interest in such Global
Security shall be required to be reflected in a book entry.

All Securities issued upon any transfer or exchange pursuant to the terms of
this Indenture will evidence the same debt and will be entitled to the same
benefits under this Indenture as the Securities surrendered upon such transfer
or exchange.

Section 2.09. Replacement Securities. If a mutilated Security is
surrendered to the Registrar or if the Holder of a Security claims that a
Security has been lost, destroyed or wrongfully taken, the Issuers shall issue
and the Trustee shall authenticate a replacement Security if the requirements of
Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a)
satisfies the Issuers or the Trustee within a reasonable time after such Holder
has notice of such loss, destruction or wrongful taking, and the Registrar does
not register a transfer prior to receiving such notification, (b) requests the
Issuers or the Trustee to issue a new replacement Security, prior to the
Security being acquired by a protected purchaser as defined in Section 8-303 of
the Uniform Commercial Code (a “protected purchaser“) and (c)
satisfies any other reasonable requirements of the Trustee. If required by the
Trustee or the Issuers, such Holder shall furnish an indemnity bond sufficient
in the judgment of the Trustee to protect the Issuers, the Trustee, the Paying
Agent and the Registrar from any loss that any of them may suffer if a Security
is replaced. The Issuers and the Trustee may charge the Holder for the expenses
they incur in replacing a Security. In the event any such mutilated, lost,
destroyed or wrongfully taken Security has become or is about to become due and
payable, the Issuers in their discretion may pay such Security instead of
issuing a new Security in replacement thereof.

Every replacement Security is an additional obligation of the Issuers.

The provisions of this Section 2.09 are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, lost, destroyed or wrongfully taken Securities.

Section 2.10. Outstanding Securities. Securities outstanding at any
time consist of all Securities authenticated by the Trustee except for those
canceled by it, those delivered to it for cancellation and those described in
this Section as not outstanding. Subject to Section 10.06, a Security does not
cease to be outstanding because an Issuer or an Affiliate of an Issuer holds the
Security.

If a Security is replaced pursuant to Section 2.09, the Security so replaced
ceases to be outstanding unless and until the Trustee and the Issuers receive
proof satisfactory to them that the replaced Security is held by a protected
purchaser.

If the Paying Agent (other than the Issuers or Affiliates of the Issuers)
segregates and holds in trust, in accordance with this Indenture, on a
redemption date or maturity date, money sufficient to pay all principal and
interest payable on that date with respect to the Securities (or portions
thereof) to be redeemed or maturing, as the case may be, then on and after that
date, such Securities (or portions thereof) shall cease to be outstanding and
interest on them shall cease to accrue.

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Section 2.11. Temporary Securities. In the event that Definitive
Securities are to be issued under the terms of this Indenture, until such
Definitive Securities are ready for delivery, the Issuers may prepare and the
Trustee shall authenticate temporary Securities. Temporary Securities shall be
substantially in the form of Definitive Securities but may have variations that
the Issuers consider appropriate for temporary Securities. Without unreasonable
delay, the Issuers shall prepare and the Trustee shall authenticate Definitive
Securities and deliver them in exchange for temporary Securities upon surrender
of such temporary Securities at the office or agency of the Issuers, without
charge to the Holder.

Section 2.12. Cancellation. The Issuers at any time may deliver
Securities to the Trustee for cancellation. The Registrar and the Paying Agent
shall forward to the Trustee any Securities surrendered to them for registration
of transfer, exchange or payment. The Trustee and no one else shall cancel all
Securities surrendered for registration of transfer, exchange, payment or
cancellation and deliver canceled Securities to an Issuer pursuant to written
direction by an Officer of such Issuer. The Issuers may not issue new Securities
to replace Securities they have redeemed, paid or delivered to the Trustee for
cancellation. The Trustee shall not authenticate Securities in place of canceled
Securities other than pursuant to the terms of this Indenture.

Section 2.13. Defaulted Interest. If the Issuers default in a payment
of interest on the Securities, the Issuers shall pay the defaulted interest
(plus interest on such defaulted interest to the extent lawful) in any lawful
manner. The Issuers may pay the defaulted interest to the Persons who are
Securityholders on a subsequent special record date. The Issuers shall fix or
cause to be fixed any such special record date and payment date to the
reasonable satisfaction of the Trustee and shall promptly mail or cause to be
mailed to each Securityholder a notice that states the special record date, the
payment date and the amount of defaulted interest to be paid.

Section 2.14. CUSIP Numbers. The Issuers in issuing the Securities may
use “CUSIP” numbers (if then generally in use) and, if so, the Trustee shall use
“CUSIP” numbers in notices of redemption as a convenience to Holders;
provided, however, that any such notice may state that no
representation is made as to the correctness of such numbers either as printed
on the Securities or as contained in any notice of a redemption and that
reliance may be placed only on the other identification numbers printed on the
Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers.

Section 2.15. Issuance of Additional Securities. After the Closing
Date, the Issuers shall be entitled to issue Additional Securities under this
Indenture in an unlimited aggregate principal amount, which Securities shall
have identical terms as the Securities issued on the Closing Date, other than
with respect to the date of issuance, the issue price and the date from which
interest thereon will begin to accrue.

With respect to any Additional Securities, each Issuer shall set forth in a
resolution of the Board of Directors and an Officers153 Certificate, a copy of
each which shall be delivered to the Trustee, the following information:

(a) the aggregate principal amount of Securities outstanding immediately
prior to the issuance of such Additional Securities;

(b) the aggregate principal amount of such Additional Securities to be
authenticated and delivered pursuant to this Indenture; and

(c) the issue price, the issue date and the CUSIP number of such Additional
Securities; provided, however, that no Additional Securities
may be issued unless such Additional Securities

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would be fungible for United States Federal income tax purposes with all
other Securities issued under this Indenture.

ARTICLE 3

REDEMPTION

Section 3.01. Notices to Trustee. If the Issuers elect to redeem
Securities pursuant to paragraph 5 of the Securities, they shall notify the
Trustee in writing of the redemption date and the principal amount of Securities
to be redeemed. The redemption provisions of paragraph 5 of the Securities are
fully incorporated herein.

The Issuers shall give each notice to the Trustee provided for in this
Section at least 45 days before the redemption date unless the Trustee consents
to a shorter period. Such notice shall be accompanied by an Officers153
Certificate and an Opinion of Counsel from the Issuers to the effect that such
redemption will comply with the conditions and covenants herein. If fewer than
all the Securities are to be redeemed, the record date relating to such
redemption shall be selected by the Issuers and given to the Trustee, which
record date shall be not fewer than 15 days after the date of notice to the
Trustee. Any such notice may be canceled at any time prior to notice of such
redemption being mailed to any Holder and shall thereby be void and of no
effect.

Section 3.02. Selection of Securities to Be Redeemed. If fewer than
all the Securities are to be redeemed, the Trustee shall select the Securities,
not more than 60 days prior to the redemption date, to be redeemed pro rata or
by lot or by a method that complies with applicable legal and securities
exchange requirements, if any, and that the Trustee in its sole discretion shall
deem to be fair and appropriate and in accordance with methods generally used at
the time of selection by fiduciaries in similar circumstances. The Trustee shall
make the selection from outstanding Securities not previously called for
redemption. The Trustee may select for redemption portions of the principal of
Securities that have denominations larger than $1,000. Securities and portions
thereof that the Trustee selects shall be in amounts of $1,000 or a whole
multiple of $1,000. Provisions of this Indenture that apply to Securities called
for redemption also apply to portions of Securities called for redemption. The
Trustee shall promptly notify the Issuers of the Securities or portions thereof
to be redeemed.

Section 3.03. Notice of Redemption. At least 30 days but not more than
60 days before a date for redemption of Securities, the Issuers shall mail a
notice of redemption by first-class mail to each Holder of Securities to be
redeemed at such Holder153s registered address.

The notice shall identify the Securities to be redeemed and shall state:

(a) the redemption date;

(b) the redemption price and the amount of accrued interest to the redemption
date;

(d) that Securities called for redemption must be surrendered to the Paying
Agent to collect the redemption price;

(e) if fewer than all the outstanding Securities are to be redeemed, the
certificate numbers and principal amounts of the particular Securities to be
redeemed;

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(f) that, unless the Issuers default in making such redemption payment or the
Paying Agent is prohibited from making such payment pursuant to the terms of
this Indenture, interest on Securities (or portion thereof) called for
redemption ceases to accrue on and after the redemption date;

(g) the CUSIP number, if any, printed on the Securities being redeemed; and

(h) that no representation is made as to the correctness or accuracy of the
CUSIP number, if any, listed in such notice or printed on the Securities.

At the Issuers153 request, the Trustee shall give the notice of redemption in
the Issuers153 name and at the Issuers153 expense. In such event, the Issuers shall
provide the Trustee with the information required by this Section.

Section 3.04. Effect of Notice of Redemption. Once notice of
redemption is mailed, Securities called for redemption become due and payable on
the redemption date and at the redemption price stated in the notice. Upon
surrender to the Paying Agent, such Securities shall be paid at the redemption
price stated in the notice, plus accrued interest, if any, to the redemption
date; provided, however, that if the redemption date is after
a regular record date and on or prior to the interest payment date, the accrued
interest shall be payable to the Securityholder of the redeemed Securities
registered on the relevant record date. Failure to give notice or any defect in
the notice to any Holder shall not affect the validity of the notice to any
other Holder.

Section 3.05. Deposit of Redemption Price. Prior to 11:00 a.m. on the
redemption date, the Issuers shall deposit with the Paying Agent (or, if an
Issuer or a Subsidiary of any of the Issuers is the Paying Agent, shall
segregate and hold in trust) money sufficient to pay the redemption price of and
accrued interest on all Securities to be redeemed on that date other than
Securities or portions of Securities called for redemption that have been
delivered by the Issuers to the Trustee for cancellation.

Section 3.06. Securities Redeemed in Part. Upon surrender of a
Security that is redeemed in part, the Issuers shall execute and the Trustee
shall authenticate for the Holder (at the Issuers153 expense) a new Security equal
in principal amount to the unredeemed portion of the Security surrendered.

ARTICLE 4

COVENANTS

Section 4.01. Payment of Securities. The Issuers shall promptly pay
the principal of and interest on the Securities on the dates and in the manner
provided in the Securities and in this Indenture. Principal and interest shall
be considered paid on the date due if on such date the Trustee or the Paying
Agent holds, in accordance with this Indenture, money sufficient to pay all
principal and interest then due and the Trustee or the Paying Agent, as the case
may be, is not prohibited from paying such money to the Securityholders on that
date pursuant to the terms of this Indenture.

The Issuers shall pay interest on overdue principal at the rate specified in
the Securities, and shall pay interest on overdue installments of interest at
the same rate to the extent lawful.

Section 4.02. Annual and Quarterly Reports. Notwithstanding that the
Issuers may not be subject to the reporting requirements of Section 13 or 15(d)
of the Exchange Act, each of the Issuers shall provide the Trustee and
Securityholders within 15 days after it would have been required to file them
with the SEC, annual and quarterly reports containing the Issuers153 most recent
financial statements and

-15-

schedules and related notes thereto, together with management153s discussion
and analysis, all of which meet the requirements of the applicable items in Form
10-K, in the case of annual reports, and Form 10-Q, in the case of quarterly
reports. Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee153s receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company153s
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers153 Certificates). The Issuers also shall
comply with the other provisions of TIA Section 314(a).

Section 4.03. Corporate Existence. Each Issuer shall do or cause to be
done all things necessary to preserve and keep in full force and effect its
corporate existence, material rights (charter and statutory) and material
franchises (other than as contemplated by Section 5.01); provided,
however, that such Issuer shall not be required to preserve any such
right or franchise if the Board of Directors shall determine that the
preservation of such rights or franchises is no longer desirable in the conduct
of the business of the Issuers and the Restricted Subsidiaries considered as a
whole.

Section 4.04. Restrictions on Liens. Except as provided in Section
4.06, the Issuers shall not, and shall not permit any Restricted Subsidiary to,
create or suffer to exist any Lien to secure any Indebtedness of any Issuer or
any Restricted Subsidiary on any Principal Property of any Issuer or Restricted
Subsidiary, without making, or causing such Restricted Subsidiary to make,
effective provision to secure all of the Securities offered hereunder and then
outstanding by such Lien, equally and ratably with any and all other such
Indebtedness thereby secured, so long as such other Indebtedness is so secured,
except that the foregoing restrictions shall not apply to:

(a) Liens on property of a Person existing at the time such Person is merged
into or consolidated with any Issuer or Restricted Subsidiary or at the time of
sale, lease or other disposition of the properties of such Person (or a division
thereof) as an entirety or substantially as an entirety to any Issuer or
Restricted Subsidiary;

(b) Liens on property of a Person existing at the time such Person becomes a
Restricted Subsidiary or existing on property prior to the acquisition thereof
by any Issuer or Restricted Subsidiary;

(c) Liens securing Indebtedness between a Restricted Subsidiary and an Issuer
or between Restricted Subsidiaries or between Issuers;

(d) Liens on any property created, assumed or otherwise brought into
existence in contemplation of the sale or other disposition of the underlying
property, whether directly or indirectly, by way of share disposition or
otherwise, provided that (1) the applicable Issuer or Restricted
Subsidiary must dispose of such property within 180 days after the creation of
such Liens and (2) any Indebtedness secured by such Liens shall be without
recourse to any Issuer or Restricted Subsidiary;

(e) Liens in favor of the United States of America or any state thereof or
any department, agency or instrumentality or political subdivision of the United
States of America or any state thereof, or in favor of any country, or any
political subdivision thereof, to secure partial, progress, advance or other
payments, or performance of any other similar obligations, including, without
limitation, Liens to secure pollution control bonds or industrial revenue or
other similar types of bonds;

-16-

(f) Liens imposed by law, such as carriers153, warehousemen153s and mechanics153
Liens and other similar Liens arising in the ordinary course of business which
secure obligations not more than 60 days past due or which are being contested
in good faith and by appropriate proceedings;

(g) Liens incurred in the ordinary course of business to secure performance
of obligations with respect to statutory or regulatory requirements, performance
or return-of-money bonds, surety bonds or other obligations of a like nature, in
each case which are not incurred in connection with the borrowing of money, the
obtaining of advances or credit or the payment of the deferred purchase price of
property and which do not in the aggregate impair in any material respect the
use of property in the operation of the business of the Issuers and their
respective Subsidiaries taken as a whole;

(h) Liens incurred to secure appeal bonds and judgment and attachment Liens,
in each case in connection with litigation or legal proceedings which are being
contested in good faith by appropriate proceedings so long as reserves have been
established to the extent required by GAAP;

(i) pledges or deposits under workmen153s compensation laws, unemployment
insurance laws or similar legislation, or good faith deposits in connection with
bids, tenders, contracts (other than for the payment of Indebtedness) or leases
to which any Issuer or Restricted Subsidiary is a party, or deposits to secure
public or statutory obligations of an Issuer or Restricted Subsidiary or
deposits for the payment of rent, in each case incurred in the ordinary course
of business;

(j) utility easements, building restrictions and such other encumbrances or
charges against real property as are of a nature generally existing with respect
to properties of a similar character;

(k) Liens granted to any bank or other institution on the payments to be made
to such institution by an Issuer or Subsidiary thereof, pursuant to any interest
rate swap or similar agreement or foreign currency hedge, exchange or similar
agreement designed to provide protection against fluctuations in interest rates
and currency exchange rates, respectively, provided that such
agreements are entered into in, or are incidental to, the ordinary course of
business;

(l) Liens arising solely by virtue of any statutory or common law provision
relating to banker153s liens, rights of setoff or similar rights and remedies, in
each case as to any deposit account or any other fund maintained with a creditor
depository institution, provided that (1) such deposit account is not a
dedicated cash collateral account and is not subject to restrictions against
access by the applicable Issuer or Restricted Subsidiary in excess of those set
forth by regulations promulgated by the Federal Reserve Board, and (2) such
deposit account is not intended by such Issuer or Restricted Subsidiary to
provide collateral to the depository institution;

(m) Liens arising from Uniform Commercial Code financing statements regarding
leases;

(n) the giving, simultaneously with or within 180 days after the latest of
the Closing Date, or the acquisition, construction, improvement, development or
expansion of such property, of a purchase money Lien on property acquired,
constructed, improved, developed or expanded after the Closing Date, or the
acquisition, construction, improvement, development or expansion after the
Closing Date, of property subject to any Lien which is limited to such property;

-17-

(o) the giving of a Lien on real property which is the sole security for
Indebtedness incurred within two years after the latest of the Closing Date, or
the acquisition, construction, improvement, development or expansion of such
property, provided that the holder of such Indebtedness is entitled to
enforce its payment only by resorting to such security;

(p) Liens arising by the terms of letters of credit entered into in the
ordinary course of business to secure reimbursement obligations thereunder;

(q) Liens existing on the Closing Date, other than under clause (t);

(r) Liens for taxes, assessments and other governmental charges or levies not
yet due or as to which the period of grace, if any, related thereto has not
expired or which are being contested in good faith and by appropriate
proceedings if adequate reserves are maintained to the extent required by GAAP;

(s) extension, renewal, replacement or refunding of any Lien existing on the
Closing Date or referred to in clauses (a) to (k) and (n), (o) and (q), this
clause (s) and clauses (t) and (u), provided that the principal amount
of Indebtedness secured thereby and not otherwise authorized by clauses (a) to
(k) and (n), (o) and (q), this clause (s) and clauses (t) and (u) shall not
exceed the principal amount of Indebtedness, plus any premium or fee payable in
connection with any such extension, renewal, replacement or refunding, so
secured at the time of such extension, renewal, replacement or refunding;

(t) Liens securing Indebtedness under the Credit Agreement in a principal
amount not to exceed the greater of (x) $650.0 million and (y) the amount equal
to the sum of (i) 65% of the book value (calculated in accordance with GAAP) of
the inventory of the Issuers and the Issuers153 Subsidiaries and (ii) 80% of the
book value (calculated in accordance with GAAP) of the accounts receivables of
the Issuers and the Issuers153 Subsidiaries (in each case, determined by the book
value set forth on our consolidated balance sheet for the fiscal quarter
immediately preceding the date on which such Indebtedness is incurred); and

(u) Liens on accounts receivable and assets related thereto described in the
definition of Qualified Receivables Transaction, incurred in connection with a
Qualified Receivables Transaction.

Section 4.05. Restrictions on Sale and Leaseback Transactions. Except
as provided in Section 4.06, none of the Issuers shall, and none of the Issuers
shall permit any Restricted Subsidiary to, after the Closing Date, enter into
any arrangement with any Person providing for the leasing by any such Issuer or
Restricted Subsidiary of any Principal Property now owned or hereafter acquired
which has been or is to be sold or transferred by such Issuer or Restricted
Subsidiary to such Person with the intention of taking back a lease of such
Principal Property (a “Sale and Leaseback Transaction“), unless
the net proceeds of such sale or transfer have been determined by the Board of
Directors of such Issuer or Restricted Subsidiary to be at least equal to the
fair market value of such Principal Property or asset at the time of such sale
and transfer and either:

(a) within 180 days after it has been received, such Issuer or Restricted
Subsidiary applies or causes to be applied an amount equal to the net proceeds
of such sale or transfer to the retirement or prepayment (other than any
mandatory retirement or prepayment, except mandatory retirements or prepayments
required as a result of such Sale and Leaseback Transaction) of Funded Debt of
any Issuer or any Restricted Subsidiary ranking senior to or pari passu
with the Securities

-18-

or to the purchase, construction or development of property or assets to be
used in the ordinary course of business; or

(b) such Issuer or Restricted Subsidiary would, on the effective date of such
sale or transfer, be entitled, pursuant to this Indenture, to issue, assume or
guarantee Indebtedness secured by a Lien upon such Principal Property, at least
equal in amount to the Attributable Debt in respect of such Sale and Leaseback
Transaction without equally and ratably securing the Securities.

The foregoing restrictions shall not apply to any Sale and Leaseback
Transaction (1) between any Issuer and a Restricted Subsidiary or between
Restricted Subsidiaries or between Issuers, provided that the lessor
shall be an Issuer or a Wholly Owned Restricted Subsidiary, (2) which has a
lease of less than three years in length, (3) entered into within 180 days after
the later of the purchase, construction, improvement or development of such
Principal Property or assets, or the commencement of operation of such Principal
Property or (4) involving Jones Apparel Group153s distribution warehouse at South
Hill, Virginia.

Section 4.06. Exempted Debt. Notwithstanding Sections 4.04 and 4.05,
any Issuer or Restricted Subsidiary may, in addition to amounts permitted under
such covenants, create Indebtedness secured by Liens, or enter into Sale and
Leaseback Transactions, provided that, at the time of such transactions
and after giving effect thereto, the aggregate outstanding amount of all such
Indebtedness secured by Liens plus Attributable Debt resulting from such Sale
and Leaseback Transactions does not exceed 20% of Consolidated Equity.

Section 4.07. Change of Control. Upon the occurrence of a Change of
Control Triggering Event, unless the Issuers have exercised their right to
redeem the Securities as described under paragraph 5 of the Securities, each
Holder will have the right to require the Issuers to purchase all or a portion
(equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such
Holder153s Securities, at a purchase price in cash equal to the Change of Control
Payment, subject to the rights of Holders of Securities on the relevant record
date to receive interest due on the relevant interest payment date.

Within 30 days following any Change of Control Triggering Event or, at the
Issuers153 option, prior to any Change of Control but after the public
announcement of the pending Change of Control, the Issuers shall mail, or cause
to be mailed, by first class mail, a notice to the Trustee and to each Holder
describing the transaction or transactions that constitute the Change of Control
Triggering Event and specifying:

(a) that the Change of Control Offer is being made pursuant to this Section
4.07 and that all Securities tendered will be accepted for payment;

(b) the Change of Control Payment and the purchase date, which shall be a
Business Day no earlier than 30 days and no later than 60 days from the date
such notice is mailed, other than as may be required by law (the
“Change of Control Payment Date“);

(d) that any Securities not tendered will continue to accrue interest;

(e) that, unless the Issuers default in the payment of the Change of Control
Payment, all Securities accepted for payment pursuant to the Change of Control
Offer will cease to accrue interest after the Change of Control Payment Date;

-19-

(f) that Holders electing to have any Securities purchased pursuant to a
Change of Control Offer will be required to surrender such Securities to the
Paying Agent at the address specified in the notice prior to the close of
business on the third Business Day preceding the Change of Control Payment Date;

(g) that Holders will be entitled to withdraw their election referred to in
clause (f) if the Paying Agent receives, not later than the close of business on
the second Business Day preceding the Change of Control Payment Date, a
facsimile transmission or letter setting forth the name of the Holder, the
principal amount of Securities delivered for purchase, and a statement that such
Holder is withdrawing his election to have the Securities purchased;

(h) that Holders whose Securities are being purchased only in part will be
issued new Securities equal in principal amount to the unpurchased portion of
the Securities surrendered, which unpurchased portion will be equal to $2,000 in
principal amount or an integral multiple of $1,000 in excess thereof; and

(i) that, if mailed prior to the date of consummation of the Change of
Control, the Change of Control Offer is conditioned on the Change of Control
being consummated on or prior to the Change of Control Payment Date.

The Issuers shall cause the Change of Control Offer to remain open for such
period as is required by applicable law. The Issuers shall comply, in all
material respects, with the requirements of Rule 14e-1 under the Exchange Act
and any other securities laws and regulations thereunder to the extent those
laws and regulations are applicable in connection with the repurchase of the
Securities as a result of a Change of Control Triggering Event. To the extent
that the provisions of any such securities laws or regulations conflict with the
provisions of this Section 4.07 or paragraph 7 of the Securities, the Issuers
will comply with those securities laws and regulations and will not be deemed to
have breached their obligations under this Section 4.07 or paragraph 7 of the
Securities by virtue of any such conflict.

On the Change of Control Payment Date, the Issuers will, to the extent
lawful:

(a) accept or cause a third party to accept for payment all Securities or
portions thereof properly tendered pursuant to the Change of Control Offer;

(b) deposit or cause a third party to deposit with the Paying Agent an amount
equal to the Change of Control Payment in respect of all Securities or portions
of Securities properly tendered; and

(c) deliver or cause to be delivered to the Trustee the Securities so
accepted together with an Officers153 Certificate stating the aggregate principal
amount of Securities or portions of Securities being purchased by the Issuers.

The Paying Agent will promptly mail to each Holder of Securities properly
tendered the Change of Control Payment for such Securities, and the Trustee will
promptly authenticate and mail (or cause to be transferred by book entry) to
each Holder a new Security equal in principal amount to any unpurchased portion
of the Securities surrendered, if any; provided that each new Security
will be in a principal amount of $2,000 or an integral multiple of $1,000 in
excess thereof. The Issuers will publicly announce the results of the Change of
Control Offer on or as soon as practicable after the Change of Control Payment
Date.

-20-

The Issuers shall not be required to make a Change of Control Offer upon a
Change of Control Triggering Event if a third party involved in the applicable
Change of Control makes the Change of Control Offer in the manner, at the times
and otherwise in compliance with the requirements set forth in this Section 4.07
applicable to a Change of Control Offer made by the Issuers and purchases all
Securities properly tendered and not withdrawn under such Change of Control
Offer. Notwithstanding anything to the contrary contained herein, a Change of
Control Offer may be made in advance of a Change of Control, conditioned upon
the occurrence of a Change of Control Triggering Event, if a definitive
agreement is in place for the Change of Control at the time the Change of
Control Offer is made.

Section 4.08. Waiver of Certain Covenants. Each of the Issuers may in
any particular instance, be excused from failing to comply with any term,
provision or condition set forth in Section 4.02 or Sections 4.04 to 4.06, with
respect to the Securities if before the time for such compliance the Holders of
at least a majority in principal amount of the outstanding Securities shall, by
act of such Holders, either waive such compliance in such instance or generally
waive compliance with such term, provision or condition but no such waiver shall
extend to or affect such term, provision or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the obligations
of the Issuers, and the duties of the Trustee in respect of any such term,
provision or condition shall remain in full force and effect.

The Issuers may, but shall not be obligated to, fix a record date for the
purpose of determining the Persons entitled to waive compliance with any
covenant or condition hereunder. If a record date is fixed, the Holders on such
record date, or their duly designated proxies, and only such Persons, shall be
entitled to waive any such compliance, whether or not such Holders remain
Holders after such record date; provided that unless the Holders of at
least a majority in principal amount of the outstanding Securities affected
shall have waived such compliance prior to the date which is 90 days after such
record date, any such waiver previously given shall automatically and without
further action by any Holder be canceled and of no further effect.

Section 4.09. Compliance Certificate. The Issuers shall deliver to the
Trustee within 120 days after the end of each fiscal year of the Issuers an
Officers153 Certificate stating that in the course of the performance by the
signers of their duties as Officers of the Issuers they would normally have
knowledge of any Default and whether or not the signers know of any Default that
occurred during such period. If they do, the certificate shall describe the
Default, its status and what action the Issuers are taking or propose to take
with respect thereto. The Issuers also shall comply with TIA Section 314(a)(4).

Section 4.10. Further Instruments and Acts. Each of the Issuers shall
execute and deliver to the Trustee such further instruments and do such further
acts as may be reasonably necessary or proper to carry out more effectively the
purpose of this Indenture.

ARTICLE 5

SUCCESSOR COMPANIES

Section 5.01. Merger and Consolidation. None of the Issuers shall
consolidate with or merge with or into, or convey, transfer or lease all or
substantially all of its properties and assets to, any Person (other than a
merger of a Restricted Subsidiary into an Issuer or another Restricted
Subsidiary or a merger of one Issuer into another, a conveyance, transfer or
lease by a Restricted Subsidiary to an Issuer or another Restricted Subsidiary
or a conveyance, transfer or lease by one Issuer to another), unless:

(a) the resulting, surviving or transferee Person (the “Successor
Company“) shall be a corporation, limited liability company,
partnership, trust or other entity organized and existing

-21-

under the laws of the United States of America, any State thereof or the
District of Columbia, and the Successor Company (if not such Issuer) shall
expressly assume, by a supplemental indenture, executed and delivered to the
Trustee, in form satisfactory to the Trustee, all the obligations of such Issuer
under the Securities and this Indenture;

(b) immediately after giving effect to such transaction (and treating any
Indebtedness which becomes an obligation of the Successor Company, any other
Issuer or any Restricted Subsidiary as a result of such transaction, as having
been incurred by the Successor Company or such Issuer or Restricted Subsidiary
at the time of such transaction), no Event of Default shall have occurred and be
continuing;

(c) such Issuer shall have delivered to the Trustee an Officers153 Certificate
and an Opinion of Counsel, each stating that such consolidation, merger,
conveyance, lease or transfer and such supplemental indenture (if any) comply
with this Indenture; and

(d) if, as a result of any such consolidation, merger, conveyance, lease or
transfer, the Principal Property of such Issuer would become subject to a Lien
which shall not be permitted by this Indenture, such Issuer or the Successor
Company, as the case may be, shall take such steps as shall be necessary to
secure the Securities equally and ratably with (or prior to) all Indebtedness
secured thereby.

The Successor Company shall succeed to, and be substituted for, and may
exercise every right and power of, the applicable Issuer under this Indenture,
but the predecessor Issuer in the case of a lease of all or substantially all of
its assets shall not be released from the obligation to pay the principal of and
interest on the Securities.

ARTICLE 6

DEFAULTS AND REMEDIES

Section 6.01. Events of Default. An “Event of
Default” with respect to the Securities occurs if:

(a) the Issuers default in any payment of interest on any Security when the
same becomes due and payable, and such default continues for a period of 30
days;

(b) the Issuers default in the payment of the principal of, or premium, if
any, on any Security when the same becomes due and payable at its maturity, upon
redemption, upon declaration or otherwise (other than a redemption pursuant to
Section 4.07);

(d) any Issuer fails to comply with Section 4.02, 4.03, 4.04, 4.05, 4.06 or
4.07, and such failure continues for 30 days after receipt by the Issuers of the
notice specified below;

(e) any Issuer fails to comply with any of its covenants or agreements
contained in the Securities or this Indenture (other than those referred to in
(a), (b), (c) or (d) above) and such failure continues for 60 days after receipt
by the Issuers of the notice specified below;

(f) any Issuer or Restricted Subsidiary defaults under any Indebtedness
(other than the Securities), whether such Indebtedness now exists or shall
hereafter be created, and such

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default results in Indebtedness in excess of $25,000,000 or its foreign
currency equivalent becoming due and payable prior to the date on which it would
otherwise have become due and payable, without such Indebtedness having been
discharged or such acceleration having been rescinded or annulled within 30 days
after receipt by the Issuers of the notice specified below;

(g) any Issuer or Restricted Subsidiary pursuant to or within the meaning of
any Bankruptcy Law:

(1) commences a voluntary case;

(2) consents to the entry of an order for relief against it in an involuntary
case;

(3) consents to the appointment of a Custodian of it or for any substantial
part of its property; or

(4) makes a general assignment for the benefit of its creditors or takes any
comparable action under any foreign laws relating to insolvency;

(h) a court of competent jurisdiction enters an order or decree under any
Bankruptcy Law that:

(1) is for relief against any Issuer or Restricted Subsidiary in an
involuntary case;

(2) appoints a Custodian of any Issuer or Restricted Subsidiary or for any
substantial part of its property; or

(3) orders the winding up or liquidation of any Issuer or Restricted
Subsidiary or any similar relief is granted under any foreign laws and the order
or decree remains unstayed and in effect for 60 days;

(i) any judgment or decree for the payment of money in excess of $25,000,000
or its foreign currency equivalent at the time, is entered against any Issuer or
Restricted Subsidiary and either (1) an enforcement proceeding has been
commenced by any creditor upon such judgment or decree or (2) there is a period
of 60 days following the entry of such judgment or decree during which such
judgment or decree remains outstanding and is not discharged, waived or the
execution thereof stayed; or

(j) the co-obligation of any of the Issuers under this Indenture or under any
Security issued pursuant to this Indenture ceases to be in full force and effect
(except as contemplated by the terms of this Indenture).

The foregoing shall constitute Events of Default whatever the reason for any
such Event of Default and whether it is voluntary or involuntary or is effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body.

The term “Bankruptcy Law” means Title 11, United States
Code, or any similar Federal or state law for the relief of debtors. The term
“Custodian” means any receiver, trustee, assignee, liquidator,
custodian or similar official under any Bankruptcy Law.

-23-

A Default under clause (d), (e) or (f) above is not an Event of Default until
the Trustee or the Holders of at least 25% in principal amount of the
outstanding Securities notify the applicable Issuer of the Default and such
Issuer does not cure such Default within the time specified in clause (d), (e)
or (f), as applicable, after receipt of such notice. Such notice must specify
the Default, demand that it be remedied and state that such notice is a
“Notice of Default.”

The Issuers shall deliver to the Trustee, within 30 days after the occurrence
thereof, written notice in the form of an Officers153 Certificate of any Event of
Default under clause (f) and any event which with the giving of notice or the
lapse of time would become an Event of Default under clause (d), (e) or (i), its
status and what action the Issuers are taking or proposes to take with respect
thereto.

Section 6.02. Acceleration. If an Event of Default with respect to any
Securities at the time outstanding (other than an Event of Default specified in
Section 6.01(g) or (h) with respect to any Issuer) occurs and is continuing, the
Trustee or the Holders of at least 25% in principal amount of the outstanding
Securities by written notice to the Issuers (and to the Trustee, if notice is
given by such Holders), may declare the principal of and accrued but unpaid
interest on all the Securities to be due and payable. Upon such a declaration,
such principal and interest shall be due and payable immediately. If an Event of
Default specified in Section 6.01(g) or (h) with respect to any Issuer occurs,
the principal of and interest on all the Securities shall ipso facto
become and be immediately due and payable without any declaration or other
act on the part of the Trustee or any Holder. The Holders of a majority in
principal amount of the Securities by notice to the Trustee may rescind an
acceleration and its consequences if the rescission would not conflict with any
judgment or decree and if all existing Events of Default have been cured or
waived except nonpayment of principal or interest that has become due solely
because of acceleration. No such rescission shall affect any subsequent Default
or impair any right consequent thereto.

Section 6.03. Other Remedies. If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy to collect the payment
of principal of or interest on the Securities or to enforce the performance of
any provision of the Securities or this Indenture.

The Trustee may institute and maintain a suit or legal proceeding even if it
does not possess any of the Securities or does not produce any of them in the
proceeding. A delay or omission by the trustee or any Securityholder in
exercising any right or remedy accruing upon an Event of Default shall not
impair the right or remedy or constitute a waiver of or acquiescence in the
Event of Default. No remedy is exclusive of any other remedy. All available
remedies are cumulative.

Section 6.04. Waiver of Past Defaults. The Holders of a majority in
principal amount of the Securities by notice to the Trustee may waive an
existing Default and its consequences except a Default in the payment of the
principal of or interest on a Security, a Default arising from the failure to
redeem or purchase any Security when required pursuant to the terms of this
Indenture or a Default in respect of a provision that under Section 9.02 cannot
be amended without the consent of each Securityholder affected. When a Default
is waived, it is deemed cured, but no such waiver shall extend to any subsequent
or other Default or impair any consequent right.

Section 6.05. Control by Majority. With respect to Securities, the
Holders of a majority in principal amount of the outstanding Securities may
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or of exercising any trust or power conferred on the
Trustee. However, the Trustee may refuse to follow any direction that conflicts
with law or this Indenture or, subject to Section 7.01, that the Trustee
determines is unduly prejudicial to the rights of any other Holder or that would
subject the Trustee to personal liability; provided, however,
that the Trustee may take any other action deemed proper by the Trustee that is
not inconsistent with such direction. Prior to

-24-

taking any action hereunder, the Trustee shall be entitled to indemnification
satisfactory to it in its sole discretion against all losses and expenses caused
by taking or not taking such action.

Section 6.06. Limitation on Suits. Except to enforce the right to
receive payment of principal, premium (if any) or interest when due, no Holder
of a Security may pursue any remedy with respect to this Indenture or the
Securities unless:

(a) the Holder previously gave the Trustee written notice stating that an
Event of Default is continuing;

(b) the Holders of at least 25% in aggregate principal amount of the
outstanding Securities make a written request to the Trustee to pursue the
remedy;

(c) such Holder or Holders offer to the Trustee reasonable security or
indemnity satisfactory to the Trustee against any loss, liability or expense;

(d) the Trustee does not comply with the request within 60 days after receipt
of the request and the offer of security or indemnity; and

(e) the Holders of a majority in principal amount of the outstanding
Securities do not give the Trustee a direction inconsistent with the request
during such 60-day period.

A Securityholder may not use this Indenture to prejudice the rights of
another Securityholder or to obtain a preference or priority over another
Securityholder.

Section 6.07. Rights of Holders to Receive Payment. Notwithstanding
any other provision of this Indenture, the right of any Holder to receive
payment of principal of and interest on the Securities held by such Holder, on
or after the respective due dates expressed in the Securities, or to bring suit
for the enforcement of any such payment on or after such respective dates, shall
not be impaired or affected without the consent of such Holder.

Section 6.08. Collection Suit by Trustee. If an Event of Default
specified in Section 6.01(a) or (b) occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust against the
Issuers for the whole amount then due and owing (together with interest on any
unpaid interest to the extent lawful) and the amounts provided for in Section
7.07.

Section 6.09. Trustee May File Proofs of Claim. The Trustee may file
such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee and the Securityholders
allowed in any judicial proceedings relative to any Issuer or any of its
Subsidiaries, their creditors or their property and, unless prohibited by law or
applicable regulations, may vote on behalf of the Holders in any election of a
trustee in bankruptcy or other Person performing similar functions, and any
Custodian in any such judicial proceeding is hereby authorized by each Holder to
make payments to the Trustee and, in the event that the Trustee shall consent to
the making of such payments directly to the Holders, to pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and its counsel, and any other amounts due
the Trustee under Section 7.07.

Section 6.10. Priorities. If the Trustee collects any money or
property pursuant to this Article 6, it shall pay out the money or property in
the following order:

FIRST: to the Trustee for amounts due under Section 7.07;

-25-

SECOND: to Securityholders for amounts due and unpaid on the Securities for
principal and interest, ratably, without preference or priority of any kind,
according to the amounts due and payable on the Securities for principal and
interest, respectively; and

THIRD: to the Issuers.

The Trustee may fix a record date and payment date for any payment to
Securityholders pursuant to this Section. At least 15 days before such record
date, the Trustee shall mail to each Securityholder and each Issuer a notice
that states the record date, the payment date and amount to be paid.

Section 6.11. Undertaking for Costs. In any suit for the enforcement
of any right or remedy under this Indenture or in any suit against the Trustee
for any action taken or omitted by it as Trustee, a court in its discretion may
require the filing, by any party litigant in the suit, of an undertaking to pay
the costs of the suit, and the court in its discretion may assess reasonable
costs, including reasonable attorneys153 fees, against any party litigant in the
suit, having due regard to the merits and good faith of the claims or defenses
made by the party litigant. This Section does not apply to a suit by the
Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by Holders of
more than 10% in principal amount of the Securities.

Section 6.12. Waiver of Stay or Extension Laws. None of the Issuers
(to the extent it may lawfully do so) shall at any time insist upon, plead, or
in any manner whatsoever claim or take the benefit or advantage of, any stay or
extension law, wherever enacted, now or at any time hereafter in force, which
may affect the covenants or the performance of this Indenture; and each Issuer
(to the extent that it may lawfully do so) hereby expressly waives all benefit
or advantage of any such law, and shall not hinder, delay or impede the
execution of any power herein granted to the Trustee, but shall suffer and
permit the execution of every such power as though no such law had been enacted.

ARTICLE 7

TRUSTEE

Section 7.01. Duties of Trustee.

(a) If an Event of Default has occurred and is continuing, the Trustee shall
exercise the rights and powers vested in it by this Indenture and use the same
degree of care and skill in its exercise thereof as a prudent Person would
exercise or use under the circumstances in the conduct of such Person153s own
affairs.

(b) Except during the continuance of an Event of Default:

(1) the Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture and no implied covenants or obligations
shall be read into this Indenture against the Trustee; and

(2) in the absence of bad faith on its part, the Trustee may conclusively
rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon certificates or opinions furnished to the Trustee and
conforming to the requirements of this Indenture. However, the Trustee shall
examine the certificates and opinions to determine whether or not they conform
to the requirements of this Indenture (but need not confirm or investigate the
accuracy of mathematical calculations or other facts stated therein).

-26-

(c) The Trustee may not be relieved from liability for its own grossly
negligent action, its own grossly negligent failure to act or its own willful
misconduct, except that:

(1) this paragraph does not limit the effect of paragraph (b) of this
Section;

(2) the Trustee shall not be liable for any error of judgment made in good
faith by a Trust Officer unless it is proved that the Trustee was grossly
negligent in ascertaining the pertinent facts; and

(3) the Trustee shall not be liable with respect to any action it takes or
omits to take in good faith in accordance with a direction received by it
pursuant to Section 6.05.

(d) Every provision of this Indenture that in any way relates to the Trustee
is subject to paragraphs (a), (b), (c) and (g) of this Section.

(e) The Trustee shall not be liable for interest on any money received by it
except as the Trustee may agree in writing with the Issuers.

(f) Money held in trust by the Trustee need not be segregated from funds
except to the extent required by law.

(g) No provision of this Indenture shall require the Trustee to expend or
risk its own funds or otherwise incur financial liability in the performance of
any of its duties hereunder or in the exercise of any of its rights or powers.

(h) Every provision of this Indenture relating to the conduct or affecting
the liability of or affording protection to the Trustee shall be subject to the
provisions of this Section and to the provisions of the TIA.

Section 7.02. Rights of Trustee.

(a) The Trustee may conclusively rely on any document believed by it to be
genuine and to have been signed or presented by the proper person. The Trustee
need not investigate any fact or matter stated in the document.

(b) Before the Trustee acts or refrains from acting, it may require an
Officers153 Certificate or an Opinion of Counsel. The Trustee shall not be liable
for any action it takes or omits to take in good faith in reliance on the
Officers153 Certificate or Opinion of Counsel.

(c) The Trustee may act through agents or attorneys and shall not be
responsible for the misconduct or negligence of any agent or attorney appointed
with due care.

(d) The Trustee shall not be liable for any action it takes or omits to take
in good faith which it believes to be authorized or within its rights or powers;
provided, however, that the Trustee153s conduct does not
constitute willful misconduct or gross negligence.

(e) The Trustee may consult with counsel, and the advice or opinion of
counsel with respect to legal matters relating to this Indenture and the
Securities, shall be full and complete authorization and protection from
liability in respect to any action taken, omitted or suffered by it hereunder in
good faith and in accordance with the advice or opinion of such counsel.

-27-

(f) The Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond, debenture,
note or other paper or document.

(g) The Trustee shall not be deemed to have notice of any Default or Event of
Default unless a Responsible Officer of the Trustee has actual knowledge thereof
or unless written notice of any event which is in fact such a default is
received by the Trustee at the Corporate Trust Office of the Trustee, and such
notice references the Securities and this Indenture.

(h) The rights, privileges, protections, immunities and benefits given to the
Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder, and to each agent, custodian and other Person employed to act
hereunder.

Section 7.03. Individual Rights of Trustee. The Trustee, or any of its
Affiliates, in its individual or any other capacity may become the owner or
pledgee of Securities and may otherwise deal with the Issuers or their
Affiliates with the same rights it would have if it were not Trustee. Any Paying
Agent, Registrar or co-paying agent may do the same with like rights. However,
the Trustee must comply with Sections 7.10 and 7.11.

Section 7.04. Trustee153s Disclaimer. The Trustee shall not be
responsible for and makes no representation as to the validity or adequacy of
this Indenture or the Securities, it shall not be accountable for the Issuers153
use of the proceeds from the Securities, and it shall not be responsible for any
statement in this Indenture, in the Securities, or in any document executed in
connection with the sale of the Securities, other than those set forth in the
Trustee153s certificate of authentication.

Section 7.05. Notice of Defaults. If a Default with respect to the
Securities occurs and is continuing and if it is actually known to a Trust
Officer of the Trustee, the Trustee shall mail to each Securityholder notice of
the Default within 90 days after it occurs. Except in the case of a Default in
payment of principal of, premium (if any) or interest on any Security (including
payments pursuant to the mandatory redemption provisions of such Security, if
any), the Trustee may withhold the notice if and so long as a committee of its
Trust Officers in good faith determines that withholding the notice is in the
interests of Securityholders.

Section 7.06. Reports by Trustee to Holder. As promptly as practicable
after each July 31 beginning with the July 31 following the Closing Date, and in
any event prior to September 30 in each year, the Trustee shall mail to each
Securityholder a brief report dated as of such July 31 that complies with
Section 13(a) of the TIA. The Trustee shall also comply with Section 313(b) of
the TIA.

A copy of each report at the time of its mailing to Securityholders shall be
filed with the SEC and each stock exchange (if any) on which the Securities are
listed. The Issuers agree to notify promptly and in writing the Trustee whenever
the Securities become listed on any stock exchange and of any delisting thereof.

Section 7.07. Compensation and Indemnity. Each of the Issuers, jointly
and severally, shall pay to the Trustee from time to time such compensation for
its services as the Issuers and the Trustee shall from time to time agree in
writing. The Trustee153s compensation shall not be limited by any law on
compensation of a trustee of an express trust. The Issuers, jointly and
severally, shall reimburse the Trustee upon request for all reasonable
out-of-pocket expenses incurred or made by such Trustee, including costs of
collection, in addition to the compensation for its services. Such expenses
shall include the reasonable compensation and expenses, disbursements and
advances of the Trustee153s agents, counsel,

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accountants and experts. Each Issuer, jointly and severally, shall indemnify
the Trustee against any and all loss, liability or expense (including reasonable
attorneys153 fees) incurred by or in connection with the administration of this
trust and the performance of its duties hereunder, including, without
limitation, costs or expenses of defending itself against or investigating any
claim (whether asserted by any Issuer or any Holder or any other Person) in
connection with the exercise or performance of any of its powers or duties
hereunder. The Trustee shall notify the Issuers of any claim for which it may
seek indemnity promptly upon obtaining actual knowledge thereof,
provided, however, that any failure so to notify the Issuers
shall not relieve any Issuer of its indemnity obligations hereunder. The Issuers
need not reimburse any expense or indemnify against any loss, liability or
expense incurred by an indemnified party through such party153s own willful
misconduct, gross negligence or bad faith.

To secure the Issuers153 payment obligations in this Section, the Trustee shall
have a lien prior to the Securities on all money or property held or collected
by the Trustee other than money or property held in trust to pay the principal
of and interest on particular Securities.

The Issuers153 payment obligations pursuant to this Section shall survive the
satisfaction or discharge of this Indenture, any rejection or termination of
this Indenture under any bankruptcy law or the resignation or removal of the
Trustee. When the Trustee incurs expenses after the occurrence of a Default
specified in Section 6.01(g) or (h) with respect to any Issuer, the expenses are
intended to constitute expenses of administration under the Bankruptcy Law.

Section 7.08. Replacement of Trustee. The Trustee may resign at any
time with respect to the Securities by so notifying the Issuers. The Holders of
a majority in principal amount of the Securities may remove the Trustee with
respect to the Securities and may appoint a successor Trustee. The Issuers shall
remove the Trustee if:

(a) the Trustee fails to comply with Section 7.10;

(b) the Trustee is adjudged bankrupt or insolvent;

(d) the Trustee otherwise becomes incapable of acting.

If the Trustee resigns, is removed by the Issuers or by the Holders of a
majority in principal amount of the Securities and such Holders do not
reasonably promptly appoint a successor Trustee with respect to the Securities,
or if a vacancy exists in the office of Trustee for any reason (the Trustee in
such event being referred to herein as the retiring Trustee), the Issuers shall
promptly appoint a successor Trustee with respect to the Securities.

A successor Trustee with respect to the Securities shall deliver a written
acceptance of its appointment to the retiring Trustee and to the Issuers.
Thereupon the resignation or removal of the retiring Trustee shall become
effective, and the successor Trustee shall have all the rights, powers and
duties of the Trustee under this Indenture. The successor Trustee shall mail a
notice of its succession to Securityholders at their last known addresses as
they appear on the Registrar153s books. The retiring Trustee shall promptly
transfer all property held by it as Trustee to the successor Trustee, subject to
the lien provided for in Section 7.07.

If a successor Trustee does not take office within 30 days after the retiring
Trustee resigns or is removed, the retiring Trustee or the Holders of 10% in
principal amount of the Securities may petition

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any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities.

If the Trustee fails to comply with Section 7.10, any Securityholder may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee with respect to the Securities.

Notwithstanding the replacement of the Trustee pursuant to this Section, the
Issuers153 obligations under Section 7.07 shall continue for the benefit of the
retiring Trustee.

Section 7.09. Successor Trustee by Merger. If the Trustee consolidates
with, merges or converts into, or transfers all or substantially all its
corporate-trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation without any
further act shall be the successor Trustee.

In case at the time such successor or successors by merger, conversion or
consolidation to the Trustee shall succeed to the trusts created by this
Indenture any of the Securities shall have been authenticated but not delivered,
any such successor to the Trustee may adopt the certificate of authentication of
any predecessor trustee, and deliver such Securities so authenticated; and if at
that time any of the Securities shall not have been authenticated, any such
successor to the Trustee may authenticate such Securities either in the name of
any predecessor hereunder or in the name of the successor to the Trustee; and in
all such cases such certificates shall have the full force which it is anywhere
in the Securities or in this Indenture provided that the certificate of the
Trustee shall have.

Section 7.10. Eligibility, Disqualification. The Trustee shall at all
times satisfy the requirements of TIA Section 310(a). The Trustee shall have a
combined capital and surplus of at least $100,000,000 as set forth in its most
recent published annual report of condition. The Trustee shall comply with TIA
Section 310(b); provided, however, that there shall be
excluded from the operation of TIA Section 310(b)(1) any indenture or indentures
under which other securities or certificates of interest or participation in
other securities of any Issuer are outstanding if the requirements for such
exclusion set forth in TIA Section 310(b)(1) are met.

Section 7.11. Preferential Collection of Claims Against Issuers. The
Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated.

ARTICLE 8

DISCHARGE OF INDENTURE; DEFEASANCE

Section 8.01. Disclaimer of Liability on Securities; Defeasance.

(a) When the Issuers deliver to the Trustee all outstanding Securities (other
than Securities replaced pursuant to Section 2.09) for cancellation or all
outstanding Securities have become due and payable, whether at maturity or as a
result of the mailing of a notice of redemption pursuant to Article 3 hereof and
the Issuers irrevocably deposit with the Trustee funds or U.S. Government
Obligations on which payment of principal and interest when due shall be
sufficient to pay at maturity or upon redemption all outstanding Securities,
including interest thereon to maturity or such redemption date (other than
Securities replaced pursuant to Section 2.09), and if in either case the Issuers
pay all other sums payable hereunder by the Issuers, then this Indenture shall,
subject to Section 8.01(c), cease to be of further effect with respect to the
Securities. The Trustee shall acknowledge satisfaction and discharge of this
Indenture

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on demand of the Issuers accompanied by an Officers153 Certificate and an
Opinion of Counsel and at the cost and expense of the Issuers.

(b) Subject to Sections 8.01(c) and 8.02, the Issuers at any time may
terminate all of their obligations under the Securities and this Indenture
(“legal defeasance option“) or the obligations of the Issuers
under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.09 and 4.10 and the
operation of Section 5.01(c), 5.01(d), 6.01(d), 6.01(f), 6.01(g) (with respect
to Restricted Subsidiaries only), 6.01(h) (with respect to Restricted
Subsidiaries only) and 6.01(i) (“covenant defeasance option“).
The Issuers may exercise their legal defeasance option notwithstanding their
prior exercise of their covenant defeasance option.

If the Issuers exercise their legal defeasance option, payment of the
Securities may not be accelerated because of an Event of Default. If the Issuers
exercise their covenant defeasance option, payment of the Securities may not be
accelerated because of an Event of Default specified in Section 6.01(d),
6.01(f), 6.01(g) or 6.01(h) (with respect to Restricted Subsidiaries only) or
6.01(i) or because of the failure of the Issuers to comply with clauses (c) and
(d) of Section 5.01.

Upon satisfaction of the conditions set forth herein and upon request of the
Issuers, the Trustee shall acknowledge in writing the discharge of those
obligations that the Issuers terminate.

(c) Notwithstanding clauses (a) and (b) above, the Issuers153 obligations in
Sections 2.03, 2.04, 2.05, 2.07, 2.09, 2.10, 7.07, 7.08 and in this Article 8
shall survive until the Securities have been paid in full. Thereafter, the
Issuers153 obligations in Sections 7.07, 8.04 and 8.05 shall survive.

Section 8.02. Conditions to Defeasance.

(a) The Issuers may exercise their legal defeasance option only if:

(1) the Issuers irrevocably deposit in trust with the Trustee money or U.S.
Government Obligations for the payment of principal, premium (if any) and
interest on the Securities to maturity or redemption, as the case may be;

(2) the Issuers deliver to the Trustee a certificate from a nationally
recognized firm of independent accountants expressing their opinion that the
payments of principal and interest when due and without reinvestment on the
deposited U.S. Government Obligations plus any deposited money without
investment shall provide cash at such times and in such amounts as shall be
sufficient to pay principal and interest when due on all the Securities to
maturity or redemption, as the case may be;

(3) 123 days pass after the deposit is made and during the 123 day period no
Default specified in Section 6.01(g) or (h) with respect to the Issuers occurs
which is continuing at the end of the period;

(4) the deposit does not constitute a default under any other agreement
binding on any of the Issuers;

(5) the Issuers deliver to the Trustee an Opinion of Counsel to the effect
that the trust resulting from the deposit does not constitute, or qualify as, a
regulated investment company under the Investment Company Act of 1940;

(6) the Issuers shall have delivered to the Trustee an Opinion of Counsel
stating that (i) the Issuers have received from, or there has been published by,
the Internal Revenue Service, a

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ruling, or (ii) since the Closing Date there has been a change in the
applicable Federal income tax law, in either case to the effect that, and based
thereon such Opinion of Counsel shall confirm that, the Securityholders shall
not recognize income, gain or loss for Federal income tax purposes as a result
of such defeasance and shall be subject to Federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such defeasance had not occurred; and

(7) the Issuers deliver to the Trustee an Officers153 Certificate and an
Opinion of Counsel, each stating that all conditions precedent to the defeasance
and discharge of the Securities as contemplated by this Article 8 have been
complied with.

Before or after a deposit, the Issuers may make arrangements satisfactory to
the Trustee for the redemption of Securities at a future date in accordance with
Article 3 of this Indenture.

(b) The Issuers may exercise their covenant defeasance option only if:

(4) the deposit does not constitute a default under any other agreement
binding on any of the Issuers;

(6) the Issuers shall have delivered to the Trustee an Opinion of Counsel to
the effect that the Securityholders shall not recognize income, gain or loss for
Federal income tax purposes as a result of such covenant defeasance and shall be
subject to Federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if such covenant defeasance had not
occurred; and

Before or after a deposit, the Issuers may make arrangements satisfactory to
the Trustee for the redemption of Securities at a future date in accordance with
Article 3 of this Indenture.

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Section 8.03. Application of Trust Money. The Trustee shall hold in
trust money or U.S. Government Obligations deposited with it pursuant to this
Article 8. It shall apply the deposited money and the money from U.S. Government
Obligations through the Paying Agent and in accordance with this Indenture to
the payment of principal of and interest on the Securities with respect to which
the deposit was made.

Section 8.04. Repayment to Issuers. The Trustee and the Paying Agent
shall promptly turn over to the Issuers upon request any excess money or
securities held by them at any time.

Subject to any applicable abandoned property law, the Trustee and the Paying
Agent shall pay to the Issuers upon written request any money held by them for
the payment of principal or interest that remains unclaimed for two years, and,
thereafter, Securityholders entitled to the money must look to the Issuers for
payment as general creditors.

Section 8.05. Indemnity for Government Obligations. The Issuers shall
pay and shall indemnify the Trustee against any tax, fee or other charge imposed
on or assessed against deposited U.S. Government Obligations or the principal
and interest received on such U.S. Government Obligations.

Section 8.06. Reinstatement. If the Trustee or Paying Agent is unable
to apply any money or U.S. Government Obligations in accordance with this
Article 8 by reason of any legal proceeding or by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Issuers153 obligations under this
Indenture and the Securities shall be revived and reinstated as though no
deposit had occurred pursuant to this Article 8 until such time as the Trustee
or Paying, Agent is permitted to apply all such money or U.S. Government
Obligations in accordance with this Article 8; provided,
however, that, if the Issuers have made any payment of interest on or
principal of any Securities because of the reinstatement of their obligations
hereunder, the Issuers shall be subrogated to the rights of the Holders of such
Securities to receive such payment from the money or U.S. Government Obligations
held by the Trustee or Paying Agent.

ARTICLE 9

AMENDMENTS

Section 9.01. Without Consent of Holders. The Issuers and the Trustee
may amend this Indenture or the Securities without notice to or consent of any
Securityholder:

(a) to evidence the succession of another person to an Issuer and the
assumption by any such successor of the covenants of the Issuers herein and in
the Securities;

(b) to add to the covenants of the Issuers or a Subsidiary for the benefit of
the Holders or to surrender any right or power herein conferred upon the Issuers
or any Subsidiary;

(c) to add to or change any of the provisions of this Indenture to such
extent as shall be necessary to permit or facilitate the issuance of Securities
in bearer form, registrable or not registrable as to principal, and with or
without interest coupons, or to permit or facilitate the issuance of Securities
in uncertificated form; provided that any uncertificated Securities are
issued in registered form for purposes of Section 163(f) of the Code, or in a
manner such that the uncertificated Securities are described in Section
163(f)(2)(B) of the Code;

(d) to issue Additional Securities in accordance with this Indenture;

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(e) to secure the Securities or add any guarantee with respect to the
Securities;

(f) provide for the appointment of a successor trustee; provided
that the successor trustee is otherwise qualified and eligible to act as
such under the terms of this Indenture;

(g) to cure any ambiguity, to correct or supplement any provision herein
which may be defective or inconsistent with any other provision herein, or to
make any other change that does not adversely affect the Holders of the
Securities;

(h) to comply with the requirements of the SEC in order to effect or maintain
the qualification of this Indenture under the TIA;

(i) to make any amendment to the provisions of this Indenture relating to the
transfer and legending of Securities; provided, however, that (1)
compliance with this Indenture as so amended would not result in notes being
transferred in violation of the Securities Act or any other applicable
securities law and (2) such amendment does not materially and adversely affect
the rights of holders to transfer Securities; or

(j) to conform the text of this Indenture or the Securities to any provision
of the “Description of the Notes” in the Prospectus to the extent that such
provision in the “Description of the Notes” in the Prospectus is intended to be
a verbatim recitation of a provision of this Indenture or the Securities.

After an amendment under this Section becomes effective, the Issuers shall
mail to Securityholders a notice briefly describing such amendment. The failure
to give such notice to all Securityholders, or any defect therein, shall not
impair or affect the validity of an amendment under this Section.

Section 9.02. With Consent of Holders. The Issuers and the Trustee may
amend this Indenture or the Securities without notice to any Securityholder but
with the written consent of the Holders of at least a majority in principal
amount of the Securities then outstanding (including consents obtained in
connection with a tender offer or exchange for the Securities). However, without
the consent of each Securityholder affected, an amendment may not:

(a) reduce the principal amount of Securities the Holders of which must
consent to an amendment;

(b) reduce the rate of or extend the time for payment of interest on any
Security;

(d) reduce the premium payable upon the redemption of any Security or change
the time at which any Security may be redeemed in accordance with Article 3;

(e) make any Security payable in money other than that stated in the
Security;

(f) impair the right of any Holder to receive payment of principal of, and
interest on, such Holder153s Securities on or after the due dates therefor or to
institute suit for the enforcement of any payment on or with respect to such
Holder153s Securities;

(g) make any change in Section 6.04 or 6.07 or the second sentence of this
Section 9.02; or

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(h) make any change that adversely affects any Holder153s right to require the
Issuers to purchase Securities.

It shall not be necessary for the consent of the Holders under this Section
to approve the particular form of any proposed amendment, but it shall be
sufficient if such consent approves the substance thereof. After an amendment
under this Section becomes effective, the Issuers shall mail to all affected
Securityholders a notice briefly describing such amendment. The failure to give
such notice to all such Securityholders, or any defect therein, shall not impair
or affect the validity of an amendment under this Section.

Section 9.03. Compliance with Trust Indenture Act. Every amendment to
this Indenture or the Securities shall comply with the TIA as then in effect.

Section 9.04. Revocation and Effect of Consents and Waivers. A consent
to an amendment or a waiver by a Holder of a Security shall bind the Holder and
every subsequent Holder of that Security or portion of the Security that
evidences the same debt as the consenting Holder153s Security, even if notation of
the consent or waiver is not made on the Security. However, any such Holder or
subsequent Holder may revoke the consent or waiver as to such Holder153s Security
or portion of the Security if the Trustee receives the notice of revocation
before the date the amendment or waiver becomes effective. After an amendment or
waiver becomes effective, it shall bind every Securityholder. An amendment or
waiver becomes effective once both the requisite number of consents have been
received by the Issuers or the Trustee and such amendment or waiver has been
executed by the Issuers and the Trustee.

The Issuers may, but shall not be obligated to, fix a record date for the
purpose of determining the Securityholders entitled to give their consent or
take any other action described above or required or permitted to be taken
pursuant to this Indenture. If a record date is fixed, then notwithstanding the
immediately preceding paragraph, those Persons who were Securityholders at such
record date (or their duly designated proxies), and only those Persons, shall be
entitled to give such consent or to revoke any consent previously given or to
take any such action, whether or not such Persons continue to be Holders after
such record date. No such consent shall be valid or effective for more than 120
days after such record date.

Section 9.05. Notation on or Exchange of Securities. If an amendment
changes the terms of a Security, the Trustee may require the Holder of the
Security to deliver it to the Trustee. The Trustee may place an appropriate
notation on the Security regarding the changed terms and return it to the
Holder. Alternatively, if the Issuers or the Trustee so determines, the Issuers
in exchange for the Security shall issue and the Trustee shall authenticate a
new Security that reflects the changed terms. Failure to make the appropriate
notation or to issue a new Security shall not affect the validity of such
amendment.

Section 9.06. Trustee to Sign Amendments. The Trustee shall sign any
amendment authorized pursuant to this Article 9 if the amendment does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
If it does, the Trustee may but need not sign it. In signing such amendment the
Trustee shall be entitled to receive indemnity satisfactory to it and to
receive, and (subject to Section 7.01) shall be fully protected in relying upon,
an Officers153 Certificate and an Opinion of Counsel stating that such amendment
is authorized or permitted by this Indenture and that such amendment is the
legal, valid and binding obligation of the Issuers enforceable against them in
accordance with its terms, subject to customary exceptions, and complies with
the provisions hereof (including Section 9.03).

Section 9.07. Payment for Consent. Neither the Issuers nor any
Affiliate of the Issuers shall, directly or indirectly, pay or cause to be paid
any consideration, whether by way of interest, fee or otherwise, to any Holder
for or as an inducement to any consent, waiver or amendment of any of the terms
or

-35-

provisions of this Indenture or the Securities unless such consideration is
offered to be paid to all Holders, ratably, that so consent, waive or agree to
amend in the time frame set forth in solicitation documents relating to such
consent, waiver or agreement.

ARTICLE 10

MISCELLANEOUS

Section 10.01. Trust Indenture Act Controls. If any provision of this
Indenture limits, qualifies or conflicts with another provision which is
required to be included in this Indenture by the TIA, the required provision
shall control.

Section 10.02. Notices. Any notice or communication shall be in
writing and delivered in person or mailed by first-class mail addressed as
follows, or transmitted by facsimile transmission (confirmed by guaranteed
overnight courier) to the following facsimile numbers:

if to the Issuers:

The Jones Group Inc.
1411 Broadway
New York, NY 10018
Attention of: Ira M. Dansky, Esq.
Facsimile No.: (212) 790-9988

if to the Trustee:

U.S. Bank National Association
Two Midtown Plaza
1349 W. Peachtree St. NW
Suite 1050
Atlanta, Georgia 30309
Attention: Corporate Trust Services
Facsimile No.: (404) 898-2467

The Issuers or the Trustee by notice to the other may designate additional or
different addresses for subsequent notices or communications.

Any notice or communication mailed to a Securityholder shall be mailed to the
Securityholder at the Securityholder153s address as it appears on the registration
books of the Registrar and shall be sufficiently given if so mailed within the
time prescribed.

Failure to mail a notice or communication to a Securityholder or any defect
in it shall not affect its sufficiency with respect to other Securityholders. If
a notice or communication is mailed in the manner provided above, it is duly
given, whether or not the addressee receives it.

Section 10.03. Communication by Holders with Other Holders.
Securityholders may communicate pursuant to TIA Section 312(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities. The Issuers, the Trustee, the Registrar and anyone else shall have
the protection of TIA Section 312(c).

-36-

Section 10.04. Certificate and Opinion as to Conditions Precedent.
Upon any request or application by any Issuer to the Trustee to take or refrain
from taking any action under this Indenture, such Issuer shall furnish to the
Trustee:

(a) an Officers153 Certificate of such Issuer in form and substance reasonably
satisfactory to the Trustee stating that, in the opinion of the signers, all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with; and

(b) an Opinion of Counsel in form and substance reasonably satisfactory to
the Trustee stating that, in the opinion of such counsel, all such conditions
precedent have been complied with.

Section 10.05. Statements Required in Certificate or Opinion. Each
certificate or opinion with respect to compliance with a covenant or condition
provided for in this Indenture shall include:

(a) a statement that the individual making such certificate or opinion has
read such covenant or condition;

(b) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based;

(c) a statement that, in the opinion of such individual, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and

(d) a statement as to whether or not, in the opinion of such individual, such
covenant or condition has been complied with.

Section 10.06. When Securities Disregarded. In determining whether the
Holders of the required principal amount of Securities have concurred in any
direction, waiver or consent, Securities owned by any Issuer, or by any Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with any Issuer shall be disregarded and deemed not to be
outstanding, except that, for the purpose of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Securities which the Trustee knows are so owned shall be so disregarded. Subject
to the foregoing, only Securities outstanding at the time shall be considered in
any such determination.

Section 10.07. Rules by Trustee, Paying Agent and Registrar. The
Trustee may make reasonable rules for action by or a meeting of Securityholders.
The Registrar and the Paying Agent may make reasonable rules for their
functions.

Section 10.08. Legal Holiday. A “Legal Holiday” is a
Saturday, Sunday or other day on which banking institutions in New York State
are authorized or required by law to close. If a payment date is a Legal
Holiday, payment shall be made on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period. If a regular
record date is a Legal Holiday, the record date shall not be affected.

Section 10.09. Governing Law. THIS INDENTURE AND THE SECURITIES SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS

-37-

OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION
WOULD BE REQUIRED THEREBY.

Section 10.10. No Recourse Against Others. A director, officer,
employee or stockholder, as such, of any Issuer shall not have any liability for
any obligations of such Issuer under the Securities or this Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Security, each Securityholder shall waive and release
all such liability. The waiver and release shall be part of the consideration
for the issuance of the Securities.

Section 10.11. Successors. All agreements of each Issuer in this
Indenture and the Securities shall bind its successors. All agreements of the
Trustee in this Indenture shall bind its successors.

Section 10.12. Multiple Originals. The parties may sign any number of
copies of this Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement. One signed copy of the Indenture is
enough to prove this Indenture.

Section 10.13. Table of Contents: Headings. The table of contents,
cross-reference sheet and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not intended
to be considered a part hereof and shall not modify or restrict any of the terms
or provisions hereof.

Section 10.14. Severability. If any provision in this Indenture is
deemed unenforceable, it shall not affect the validity or enforceability of any
other provision set forth herein, or of the Indenture as a whole.

[Remainder of page intentionally left blank]

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


THE JONES GROUP INC.
By:	/s/ Joseph T. Donnalley
	Name:	Joseph T. Donnalley
	Title:	Treasurer and Senior Vice President, Corporate Taxation and Risk Management

JONES APPAREL GROUP HOLDINGS, INC.
By:	/s/ Joseph T. Donnalley
	Name:	Joseph T. Donnalley
	Title:	Treasurer

JONES APPAREL GROUP USA, INC.
By:	/s/ Joseph T. Donnalley
	Name:	Joseph T. Donnalley
	Title:	Treasurer

JAG FOOTWEAR, ACCESSORIES AND RETAIL CORPORATION
By:	/s/ Joseph T. Donnalley
	Name:	Joseph T. Donnalley
	Title:	Vice President and Treasurer

U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:	/s/ George Hogan
	Name:	George Hogan
	Title:	Vice President

APPENDIX

PROVISIONS RELATING TO SECURITIES

1. Definitions.

1.1. Definitions. For the purposes of this Appendix the following
terms shall have the meanings indicated below:

“Definitive Security” means a certificated Security that
does not include the Global Securities Legend.

“Depositary” means The Depository Trust Company, its
nominees and respective successors.

“Global Securities Legend” means the legend set forth under
that caption in Exhibit A to this Indenture.

“Securities Act” means the Securities Act of 1933, as
amended.

“Securities Custodian” means the custodian with respect to a
Global Security (as appointed by the Depositary) or any successor thereto, who
shall initially be the Trustee.

“Underwriters” means Citigroup Global Markets Inc., J.P.
Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated,
SunTrust Robinson Humphrey, Inc., Wells Fargo Securities, LLC and Goldman, Sachs
& Co.

“Underwriting Agreement” means (a) the Underwriting
Agreement dated March 2, 2011, among the Issuers and the Underwriters and (b)
any other similar Underwriting Agreement relating to Additional Securities.

1.2. Other Definitions.


Term:		Defined in Section:
“Agent Members”		2.1(b)

2. The Securities.

2.1. Form and Dating. (a) Global Securities. The Securities
issued on the Closing Date will be offered and sold by the Company pursuant to
an Underwriting Agreement. The Securities shall be issued initially in global
form and shall be substantially in the form of Exhibit A attached hereto
(including the Global Securities Legend and the “Schedule of Increases or
Decreases in the Global Security” attached thereto). Securities shall not be
issued in definitive form, except pursuant to Section 2.3 or 2.4 and any such
Definitive Securities shall be substantially in the form of Exhibit A attached
hereto (but without the Global Securities Legend and without the “Schedule of
Increases or Decreases in the Global Security” attached thereto). Each Global
Security shall represent such aggregate principal amount of the outstanding
Securities as shall be specified therein and each shall provide that it shall
represent the aggregate principal amount of outstanding Securities from time to
time endorsed thereon and that the aggregate principal amount of outstanding
Securities represented thereby may from time to time be reduced or increased,

App.-1

as appropriate, to reflect exchanges and redemptions. Additional Securities
offered after the Closing Date may be sold in accordance with applicable law.

Any endorsement of a Global Security to reflect the amount of any increase or
decrease in the aggregate principal amount of outstanding Securities represented
thereby shall be made by the Trustee, the Depositary or the Securities
Custodian, at the direction of the Trustee, in accordance with instructions
given by the Holder thereof as required by Section 2.08 of the Indenture.

(b) Book-Entry Provisions. This Section 2.1(b) shall apply only to a
Global Security deposited with or on behalf of the Depositary.

The Issuers shall execute and the Trustee shall, in accordance with this
Section 2.1(b) and pursuant to an order of the Issuers, authenticate and deliver
initially one or more Global Securities that (1) shall be registered in the name
of the Depositary for such Global Security or Global Securities or the nominee
of such Depositary and (2) shall be delivered by the Trustee to such Depositary
or pursuant to such Depositary153s instructions or held by the Trustee as
Securities Custodian.

Members of, or participants in, the Depositary (“Agent
Members“) shall have no rights under this Indenture with respect to any
Global Security held on their behalf by the Depositary or by the Trustee as
Securities Custodian or under such Global Security, and the Depositary may be
treated by the Issuers, the Trustee and any agent of the Issuers or the Trustee
as the absolute owner of such Global Security for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall (x) prevent the Issuers, the
Trustee or any agent of the Issuers or the Trustee from giving effect to any
written certification, proxy or other authorization furnished by the Depositary
or (y) impair, as between the Depositary and its Agent Members, the operation of
customary practices of such Depositary governing the exercise of the rights of a
Holder of a beneficial interest in any Global Security.

(c) Definitive Securities. Except as provided in Section 2.3 or 2.4,
owners of beneficial interests in Global Securities will not be entitled to
receive physical delivery of certificated Securities.

2.2. Authentication. The Trustee shall authenticate and make available
for delivery upon a written order of the Issuers signed by one Officer (a)
Securities for original issue on the date hereof, in an aggregate principal
amount of $300,000,000 and (b) subject to the terms of this Indenture,
Additional Securities in an unlimited principal amount. Such order shall specify
the amount of the Securities to be authenticated and the date on which the
original issue of Securities is to be authenticated. The aggregate principal
amount of Securities outstanding at any time is unlimited.

2.3. Transfer and Exchange.

(a) Transfer and Exchange of Definitive Securities. When Definitive
Securities are presented to the Registrar with a request:

(1) to register the transfer of such Definitive Securities or

(2) to exchange such Definitive Securities for an equal principal amount of
Definitive Securities of other authorized denominations,

the Registrar shall register the transfer or make the exchange as requested
if its reasonable requirements for such transaction are met; provided,
however, that the Definitive Securities surrendered for transfer or
exchange shall be duly endorsed or accompanied by a written instrument of
transfer in form reasonably

App.-2

satisfactory to the Issuers and the Registrar, duly executed by the Holder
thereof or his attorney duly authorized in writing:

(1) if such Definitive Securities are being delivered to the Registrar by a
Holder for registration in the name of such Holder, without transfer, a
certification from such Holder to that effect (in the form set forth on the
reverse side of the Initial Security);

(b) Restrictions on Transfer of a Definitive Security for a Beneficial
Interest in a Global Security. A Definitive Security may not be exchanged
for a beneficial interest in a Global Security except upon satisfaction of the
requirements set forth below. Upon receipt by the Trustee of a Definitive
Security, duly endorsed or accompanied by a written instrument of transfer in
form reasonably satisfactory to the Issuers and the Registrar, together with:

(1) written instructions directing the Trustee to make, or to direct the
Securities Custodian to make, an adjustment on its books and records with
respect to such Global Security to reflect an increase in the aggregate
principal amount of the Securities represented by the Global Security, such
instructions to contain information regarding the Depositary account to be
credited with such increase,

then the Trustee shall cancel such Definitive Security and cause, or direct
the Securities Custodian to cause, in accordance with the standing instructions
and procedures existing between the Depositary and the Securities Custodian, the
aggregate principal amount of Securities represented by the Global Security to
be increased by the aggregate principal amount of the Definitive Security to be
exchanged and shall credit or cause to be credited to the account of the Person
specified in such instructions a beneficial interest in the Global Security
equal to the principal amount of the Definitive Security so canceled. If no
Global Securities are then outstanding and the Global Security has not been
previously exchanged for certificated securities pursuant to Section 2.4, the
Issuers shall issue and the Trustee shall authenticate, upon written order of
the Issuers in the form of an Officers153 Certificate, a new Global Security in
the appropriate principal amount.

(1) The transfer and exchange of Global Securities or beneficial interests
therein shall be effected through the Depositary, in accordance with this
Indenture (including applicable restrictions on transfer set forth herein, if
any) and the procedures of the Depositary therefor. A transferor of a beneficial
interest in a Global Security shall deliver to the Depositary a written order
given in accordance with the Depositary153s procedures containing information
regarding the participant account of the Depositary to be credited with a
beneficial interest in such Global Security or another Global Security and such
account shall be credited in accordance with such order with a beneficial
interest in the applicable Global Security and the account of the Person making
the transfer shall be debited by an amount equal to the beneficial interest in
the Global Security being transferred.

(2) If the proposed transfer is a transfer of a beneficial interest in one
Global Security to a beneficial interest in another Global Security, the
Securities Custodian shall reflect on its books and records the date and an
increase in the principal amount of the Global Security to which such interest
is being transferred in an amount equal to the principal amount of the interest
to be so transferred, and the Securities Custodian shall reflect on its books
and records the date and a corresponding decrease in the principal amount of the
Global Security from which such interest is being transferred.

(3) Notwithstanding any other provisions of this Appendix (other than the
provisions set forth in Section 2.4), a Global Security may not be transferred
as a whole except by the Depositary to a

App.-3

nominee of the Depositary or by a nominee of the Depositary to the Depositary
or another nominee of the Depositary or by the Depositary or any such nominee to
a successor Depositary or a nominee of such successor Depositary.

(4) In the event that a Global Security is exchanged for Definitive
Securities pursuant to Section 2.4, such Securities may be exchanged only in
accordance with such procedures as are substantially consistent with the
provisions of this Section 2.3 and such other procedures as may from time to
time be adopted by the Issuers.

(d) Legends.

(1) Each Security certificate evidencing the Global Securities shall bear a
legend in substantially the following form:

[Global Securities Legend]

“UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO
THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

“TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE,
BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR153S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.”

(2) Each Definitive Security shall bear the following additional legend:

“IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR
AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER
AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE
FOREGOING RESTRICTIONS.”

(e) Cancellation or Adjustment of Global Security. At such time as all
beneficial interests in a Global Security have either been exchanged for
Definitive Securities, transferred, redeemed, repurchased or canceled, such
Global Security shall be returned by the Depositary to the Trustee for
cancellation or retained and canceled by the Trustee. At any time prior to such
cancellation, if any beneficial interest in a Global Security is exchanged for
Definitive Securities, transferred in exchange for an interest in another Global
Security, redeemed, repurchased or canceled, the principal amount of Securities
represented by such Global Security shall be reduced and an adjustment shall be
made on the books and

App.-4

records of the Trustee (if it is then the Securities Custodian for such
Global Security) with respect to such Global Security, by the Trustee or the
Securities Custodian, to reflect such reduction.

(f) Obligations with Respect to Transfers and Exchanges of
Securities.

(1) To permit registrations of transfers and exchanges, the Issuers shall
execute and the Trustee shall authenticate, Definitive Securities and Global
Securities at the Registrar153s request.

(2) No service charge shall be made for any registration of transfer or
exchange, but the Issuers may require payment of a sum sufficient to cover any
transfer tax, assessments, or similar governmental charge payable in connection
therewith (other than any such transfer taxes, assessments or similar
governmental charge payable upon exchange or transfer pursuant to Sections 3.06
and 9.05 of this Indenture).

(3) Prior to the due presentation for registration of transfer of any
Security, the Issuers, the Trustee, the Paying Agent or the Registrar may deem
and treat the Person in whose name a Security is registered as the absolute
owner of such Security for the purpose of receiving payment of principal of and
interest on such Security and for all other purposes whatsoever, whether or not
such Security is overdue, and none of the Issuers, the Trustee, the Paying Agent
or the Registrar shall be affected by notice to the contrary.

(4) All Securities issued upon any transfer or exchange pursuant to the terms
of this Indenture shall evidence the same debt and shall be entitled to the same
benefits under this Indenture as the Securities surrendered upon such transfer
or exchange.

(g) No Obligation of the Trustee.

(1) The Trustee shall have no responsibility or obligation to any beneficial
owner of a Global Security, any Agent Member, or any other Person with respect
to the accuracy of the records of the Depositary or its nominee or of any Agent
Member, with respect to any ownership interest in the Securities or with respect
to the delivery to any participant, member, beneficial owner or other Person
(other than the Depositary) of any notice (including any notice of redemption or
repurchase) or the payment of any amount, under or with respect to such
Securities. All notices and communications to be given to the Holders and all
payments to be made to Holders under the Securities shall be given or made only
to the registered Holders (which shall be the Depositary or its nominee in the
case of a Global Security). The rights of beneficial owners in any Global
Security shall be exercised only through the Depositary subject to the
applicable rules and procedures of the Depositary. The Trustee may rely and
shall be fully protected in relying upon information furnished by the Depositary
with respect to its members, participants and any beneficial owners.

(2) The Trustee shall have no obligation or duty to monitor, determine or
inquire as to compliance with any restrictions on transfer imposed under this
Indenture or under applicable law with respect to any transfer of any interest
in any Security (including any transfers between or among Agent Members or
beneficial owners in any Global Security) other than to require delivery of such
certificates and other documentation or evidence as are expressly required by,
and to do so if and when expressly required by, the terms of this Indenture, and
to examine the same to determine substantial compliance as to form with the
express requirements hereof.

App.-5

2.4. Definitive Securities.

(a) A Global Security deposited with the Depositary or with the Trustee as
Securities Custodian pursuant to Section 2.1 shall be transferred to the
beneficial owners thereof in the form of Definitive Securities in an aggregate
principal amount equal to the principal amount of such Global Security, in
exchange for such Global Security, only if such transfer complies with Section
2.3 and (1) the Depositary notifies the Issuers in writing that it is unwilling
or unable to continue as a Depositary for such Global Security or if at any time
the Depositary ceases to be a “clearing agency” registered under the Exchange
Act, and a successor depositary is not appointed by the Issuers within 90 days
of such notice; or (2) the Issuers, in their sole discretion, notify the Trustee
in writing that they elect to cause the issuance of certificated Securities
under this Indenture.

(b) Any Global Security that is transferable to the beneficial owners thereof
pursuant to this Section 2.4 shall be surrendered by the Depositary to the
Trustee, to be so transferred, in whole or from time to time in part, without
charge, and the Trustee shall authenticate and deliver, upon such transfer of
each portion of such Global Security, an equal aggregate principal amount of
Definitive Securities of authorized denominations. Any portion of a Global
Security transferred pursuant to this Section shall be executed, authenticated
and delivered only in denominations of $2,000 and any integral multiple of
$1,000 in excess thereof and registered in such names as the Depositary shall
direct.

(c) Subject to the provisions of Section 2.4(b), the registered Holder of a
Global Security may grant proxies and otherwise authorize any Person, including
Agent Members and Persons that may hold interests through Agent Members, to take
any action which a Holder is entitled to take under this Indenture or the
Securities.

(d) In the event of the occurrence of any of the events specified in Section
2.4(a)(1) or (2), the Issuers will promptly make available to the Trustee a
reasonable supply of Definitive Securities in fully registered form without
interest coupons.

App.-6

EXHIBIT A

[FORM OF FACE OF SECURITY]
[Global Securities Legend]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO
THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR153S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE
REFERRED TO ON THE REVERSE HEREOF.

[Definitive Securities Legend]

IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND
TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT
MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
RESTRICTIONS.

Ex. A-1

6.875% Senior Note due 2019


No. ___		CUSIP No.

THE JONES GROUP INC., a Pennsylvania corporation, JONES APPAREL GROUP
HOLDINGS, INC., a Delaware corporation, JONES APPAREL GROUP USA, INC., a
Delaware corporation, and JAG FOOTWEAR, ACCESSORIES AND RETAIL CORPORATION, a
New Jersey corporation, promise to pay to Cede & Co., or registered assigns,
the principal sum of $ ( Dollars) on March 15, 2019.

Interest Payment Dates: March 15 and September 15.

Record Dates: March 1 and September 1.

Additional provisions of this Security are set forth on the other side of
this Security.

Ex. A-2

IN WITNESS WHEREOF, the parties have caused this instrument to be duly
executed.


	THE JONES GROUP INC.
	By:
		Name:
		Title:

	JONES APPAREL GROUP HOLDINGS, INC.
	By:
		Name:
		Title:

	JONES APPAREL GROUP USA, INC.
	By:
		Name:
		Title:

	JAG FOOTWEAR, ACCESSORIES AND RETAIL CORPORATION
	By:
		Name:
		Title:

Ex. A-3

TRUSTEE153S CERTIFICATE OF AUTHENTICATION

U.S. BANK NATIONAL ASSOCIATION, as Trustee, certifies that this is one of the
Securities referred to in the Indenture.

Dated:


By:
	Authorized Signatory

Ex. A-4

[FORM OF REVERSE SIDE OF SECURITY]
6.875% Senior Note due 2019

1. Interest. THE JONES GROUP INC., a Pennsylvania corporation, JONES
APPAREL GROUP HOLDINGS, INC., a Delaware corporation, JONES APPAREL GROUP USA,
INC., a Delaware corporation, and JAG FOOTWEAR, ACCESSORIES AND RETAIL
CORPORATION, a New Jersey corporation (such corporations and, their successors
and assigns under the Indenture are collectively referred to herein as the
“Issuers“), promise to pay interest on the principal amount of
this Security (a “Note“) at the rate per annum shown above. The
Issuers shall pay interest semiannually on March 15 and September 15 of each
year. Interest on the Securities shall accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from March 7, 2011.
Interest shall be computed on the basis of a 360-day year of twelve 30-day
months. The Issuers shall pay interest on overdue principal at the rate borne by
the Securities, and it shall pay interest on overdue installments of interest at
the same rate to the extent lawful.

2. Method of Payment. The Issuers shall pay interest on the Securities
(except defaulted interest) to the Persons who are registered holders of
Securities at the close of business on the March 1 and September 1 immediately
preceding the interest payment date even if Securities are canceled after the
record date and on or before the interest payment date. Holders must surrender
Securities to a Paying Agent to collect principal payments. The Issuers shall
pay principal, premium and interest in money of the United States of America
that at the time of payment is legal tender for payment of public and private
debts. Payments in respect of the Securities represented by a Global Security
(including principal, premium and interest) shall be made by wire transfer of
immediately available funds to the accounts specified by The Depository Trust
Company. The Issuers will make all payments in respect of a certificated
Security (including principal, premium and interest), by mailing a check to the
registered address of each Holder thereof; provided, however,
that payments on the Securities may also be made, in the case of a Holder of at
least $1,000,000 aggregate principal amount of Securities, by wire transfer to a
U.S. dollar account maintained by the payee with a bank in the United States if
such Holder elects payment by wire transfer by giving written notice to the
Trustee or the Paying Agent to such effect designating such account no later
than 30 days immediately preceding the relevant due date for payment (or such
other date as the Trustee may accept in its discretion).

3. Paying Agent and Registrar. Initially, U.S. Bank National
Association (the “Trustee“), will act as Paying Agent and
Registrar. The Issuers may appoint and change any Paying Agent, Registrar or
co-registrar without notice. An Issuer or any domestically incorporated Wholly
Owned Restricted Subsidiary of an Issuer may act as Paying Agent, Registrar or
co-registrar.

4. Indenture. The Issuers issued the Securities under an Indenture
dated as of March 7, 2011, (the “Indenture“) among the Issuers
and the Trustee. The terms of the Securities include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date
of the Indenture (the “TIA“). Terms defined in the Indenture
and not defined herein have the meanings ascribed thereto in the Indenture. The
Securities are subject to all terms and provisions of the Indenture, and
Securityholders are referred to the Indenture, and the TIA for a statement of
such terms and provisions. In the event of any conflict between the terms of
this Security and the terms of the Indenture, the Indenture shall govern.

The Securities are senior unsecured obligations of the Issuers. The Issuers
may issue Additional Securities pursuant to the Indenture. The Securities
include the 6.875% Senior Notes due 2019 issued on the Closing Date and any
Additional Securities. The Indenture imposes certain limitations on the ability
of the Issuers and the Restricted Subsidiaries to, among other things, create or
incur Liens or enter into

Ex. A-5

sale and leaseback transactions. The Indenture also imposes limitations on
the ability of the Issuers to convey, transfer or lease all or substantially all
of the assets of any Issuer.

5. Optional Redemption. The Securities will be redeemable as a whole
or in part, at the option of the Issuers at any time or from time to time, at a
redemption price equal to the greater of (a) 100% of their principal amount or
(b) the sum of the present values of the Remaining Scheduled Payments (as
defined below) discounted to the date of redemption, on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months), at a rate equal to
the sum of the Treasury Rate (as defined below) and 50 basis points.

In the case of each of clauses (a) and (b), accrued interest will be payable
to the redemption date.

“Treasury Rate” means, with respect to any redemption date,
(a) the yield, under the heading which represents the average for the
immediately preceding week, appearing in the most recently published statistical
release designated “H.15(519)” or any successor publication which is published
weekly by the Board of Governors of the Federal Reserve System and which
establishes yields on actively traded U.S. Treasury securities adjusted to
constant maturity under the caption “Treasury Constant Maturities,” for the
maturity corresponding to the Comparable Treasury Issue (if no maturity is
within three months

Ex. A-6

before or after the remaining life (as defined in the definition of
Comparable Treasury Issue) of the Securities, yields for the two published
maturities most closely corresponding to the Comparable Treasury Issue will be
determined and the Treasury Rate will be interpolated or extrapolated from such
yields on a straight line basis, rounding to the nearest month) or (b) if such
release (or any successor release) is not published during the week preceding
the calculation date or does not contain such yields, the rate per annum equal
to the semiannual equivalent yield to maturity of the Comparable Treasury Issue,
calculated using a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date.

6. Sinking Fund. The Securities are not subject to any sinking fund.

7. Change of Control. Upon the occurrence of a Change of Control
Triggering Event with respect to the Securities, unless the Issuers have
exercised their right to redeem the Securities as described under paragraph 5,
each Holder will have the right to require the Issuers to purchase all or a
portion (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of
such Holder153s Securities pursuant to the Change of Control Offer, at a purchase
price in cash equal to the Change of Control Payment, subject to the rights of
Holders of Securities on the relevant record date to receive interest due on the
relevant interest payment date.

8. Notice of Redemption. Notice of redemption will be mailed by
first-class mail at least 30 days but not more than 60 days before the
redemption date to each Holder of Securities to be redeemed at his or her
registered address. Securities in denominations larger than $2,000 may be
redeemed in part but only in whole multiples of $1,000. If money sufficient to
pay the redemption price of and accrued and unpaid interest on all Securities
(or portions thereof) to be redeemed on the redemption date is deposited with
the Paying Agent on or before the redemption date and certain other conditions
are satisfied, on and after such date, interest ceases to accrue on such
Securities (or such portions thereof) called for redemption.

9. Denominations, Transfer, Exchange. The Securities are in registered
form without coupons in denominations of $2,000 and integral multiples of $1,000
in excess thereof. A Holder may transfer or exchange Securities in accordance
with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee
may require a Holder, among other things, to furnish appropriate endorsements or
transfer documents and to pay any taxes required by law or permitted by the
Indenture. The Registrar need not register the transfer of or exchange any
Securities selected for redemption (except, in the case of a Security to be
redeemed in part, the portion of the Security not to be redeemed) or transfer or
exchange any Securities for a period of 15 days prior to a selection of
Securities to be redeemed.

10. Persons Deemed Owners. The registered Holder of this Security may
be treated as the owner of it for all purposes.

11. Unclaimed Money. If money for the payment of principal or interest
remains unclaimed for two years, the Trustee or Paying Agent shall pay the money
back to the Issuers upon their written request unless an abandoned property law
designates another Person. After any such payment, Holders entitled to the money
must look only to the Issuers and not to the Trustee for payment.

12. Discharge and Defeasance. Subject to certain conditions, the
Issuers at any time may terminate some of or all their obligations under the
Securities and the Indenture if the Issuers deposit with the Trustee money or
U.S. Government Obligations for the payment of principal and interest on the
Securities to redemption or maturity, as the case may be.

Ex. A-7

13. Amendment, Waiver. Subject to certain exceptions set forth in the
Indenture, (a) the Indenture or the Securities may be amended without prior
notice to any Securityholder but with the written consent of the Holders of a
majority in aggregate principal amount of the outstanding Securities and (b) any
default or noncompliance with any provisions may be waived with the consent of
the Holders of a majority in principal amount of the outstanding Securities.
Subject to certain exceptions set forth in the Indenture, without the consent of
any Holder of Securities, the Issuers and the Trustee may amend the Indenture or
the Securities (i) to evidence the succession of another person to an Issuer and
the assumption by any such successor of the covenants of the Issuers in the
Indenture and in the Securities, (ii) to add to the covenants of the Issuers or
a Subsidiary for the benefit of the Holders or to surrender any right or power
in the Indenture conferred upon the Issuers or any Subsidiary, (iii) to add to
or change any of the provisions of the Indenture to such extent as shall be
necessary to permit or facilitate the issuance of Securities in bearer form,
registrable or not registrable as to principal, and with or without interest
coupons, or to permit or facilitate the issuance of Securities in uncertificated
form; provided that any uncertificated Securities are issued in
registered form for purposes of Section 163(f) of the Code, or in a manner such
that the uncertificated Securities are described in Section 163(f)(2)(B) of the
Internal Revenue Code, (iv) to issue Additional Securities in accordance with
the Indenture, (v) to secure the Securities or add any guarantee with respect to
the Securities, (vi) to provide for the appointment of a successor trustee;
provided that the successor trustee is otherwise qualified and eligible
to act as such under the terms of the Indenture, (vii) to cure any ambiguity, to
correct or supplement any provision in the Indenture which may be defective or
inconsistent with any other provision in the Indenture, or to make any other
change that does not adversely affect the Holders of the Securities, (viii) to
comply with the requirements of the SEC in order to effect or maintain the
qualification of the Indenture under the TIA, (ix) to make any amendment to the
provisions of the Indenture relating to the transfer and legending of
Securities; provided, however, that (a) compliance with the Indenture
as so amended would not result in notes being transferred in violation of the
Securities Act or any other applicable securities law and (b) such amendment
does not materially and adversely affect the rights of Holders to transfer
Securities and (x) to conform the text of the Indenture or the Securities to any
provision of the “Description of the Notes” in the Prospectus to the extent that
such provision in the “Description of the Notes” in the Prospectus is intended
to be a verbatim recitation of a provision of the Indenture or the Securities.

14. Defaults and Remedies. If an Event of Default occurs (other than
an Event of Default relating to certain events of bankruptcy, insolvency or
reorganization of any Issuer) and is continuing, the Trustee or the Holders of
at least 25% in principal amount of the outstanding Securities may declare the
principal of and accrued but unpaid interest on all the Securities to be due and
payable. If an Event of Default relating to certain events of bankruptcy,
insolvency or reorganization of any Issuer occurs, the principal of and interest
on all the Securities shall become immediately due and payable without any
declaration or other act on the part of the Trustee or any Holders. Under
certain circumstances, the Holders of a majority in principal amount of the
outstanding Securities may rescind any such acceleration with respect to the
Securities and its consequences.

If an Event of Default occurs and is continuing, the Trustee shall be under
no obligation to exercise any of the rights or powers under the Indenture at the
request or direction of any of the Holders unless such Holders have offered to
the Trustee indemnity or security satisfactory to it against any loss, liability
or expense. Except to enforce the right to receive payment of principal, premium
(if any) or interest when due, no Holder may pursue any remedy with respect to
the Indenture or the Securities unless (a) such Holder has previously given the
Trustee notice that an Event of Default is continuing, (b) Holders of at least
25% in principal amount of the outstanding Securities have requested in writing
that the Trustee pursue the remedy, (c) such Holders have offered the Trustee
reasonable security or indemnity against any loss, liability or expense, (d) the
Trustee has not complied with such request within 60 days after the receipt of
the request and the offer of security or indemnity and (e) the Holders of a
majority in principal

Ex. A-8

amount of the outstanding Securities have not given the Trustee a direction
inconsistent with such request within such 60-day period. Subject to certain
restrictions, the Holders of a majority in principal amount of the outstanding
Securities may direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee or of exercising any trust or power
conferred on the Trustee. The Trustee, however, may refuse to follow any
direction that conflicts with law or the Indenture or that the Trustee
determines is unduly prejudicial to the rights of any other Holder or that would
subject the Trustee to personal liability. Prior to taking any action under the
Indenture, the Trustee shall be entitled to indemnification satisfactory to it
in its sole discretion against all losses and expenses caused by taking or not
taking such action.

15. Trustee Dealings with the Issuers. Subject to certain limitations
imposed by the TIA, the Trustee under the Indenture, in its individual or any
other capacity, may become the owner or pledgee of Securities and may otherwise
deal with and collect obligations owed to it by the Issuers or their Affiliates
and may otherwise deal with the Issuers or their Affiliates with the same rights
it would have if it were not Trustee.

16. No Recourse Against Others. A director, officer, employee or
stockholder, as such, of any Issuer shall not have any liability for any
obligations of such Issuer under the Securities or the Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Security, each Securityholder waives and releases all
such liability. The waiver and release are part of the consideration for the
issue of the Securities.

17. Authentication. This Security shall not be valid until an
authorized signatory of the Trustee (or an authenticating agent) manually signs
the certificate of Authentication on the other side of this Security.

18. Abbreviations. Customary abbreviations may be used in the name of
a Securityholder or an assignee, such as TEN COM (=tenants in common), TEN ENT
(=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship
and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to
Minors Act).

19. Governing Law. THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT
TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION
OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

20. CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Issuers have caused
CUSIP numbers to be printed on the Securities and have directed the Trustee to
use CUSIP numbers in notices of redemption as a convenience to Securityholders.
No representation is made as to the accuracy of such numbers either as printed
on the Securities or as contained in any notice of redemption and reliance may
be placed only on the other identification numbers placed thereon.

The Issuers will furnish to any Holder of Securities upon written request and
without charge to the Holder a copy of the Indenture which has in it the text of
this Security.

Ex. A-9

ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

(Print or type assignee153s name, address and zip code)

(Insert assignee153s soc. sec. or tax I.D. No.)

and irrevocably appoint agent to transfer this Security on the books of the
Issuers. The agent may substitute another to act for him.

Date:

Your Signature:
Sign exactly as your name appears on the other side of this Security.

Ex. A-10

[TO BE ATTACHED TO GLOBAL SECURITIES]
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

The initial principal amount of this Global Security is $ . The
following increases or decreases in this Global Security have been made:

Date of Exchange

Amount of decrease in Principal Amount of this Global Security

Amount of increase in Principal Amount of this Global Security

Principal Amount of this Global Security following such decrease or increase

Signature of authorized signatory of Trustee or Securities Custodian

Ex. A-11

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