**EXHIBIT 4.7**

**FIRST SUPPLEMENTAL INDENTURE**

        FIRST SUPPLEMENTALINDENTURE dated as of December 31, 2006, by and among Jones Apparel Group, Inc.,a Pennsylvania corporation, Jones Apparel Group Holdings, Inc., a Delawarecorporation, Jones Apparel Group USA, Inc., a Pennsylvania corporation ("OriginalJones USA"), Nine West Footwear Corporation, a Delaware corporation,Jones Retail Corporation, a New Jersey corporation (collectively, the"Issuers"), Kasper, Ltd., a Delaware corporation ("Kasper"),and U.S. Bank National Association (as successor in interest to SunTrust Bank),as trustee (the "Trustee").

        WHEREAS, the Issuersand the Trustee have entered into an Indenture dated as of November 22, 2004, asamended and supplemented from time to time (the "Indenture"),providing for the issuance of the Issuers' 4.250% Senior Notes due 2009 (the"2009 Securities"), 5.125% Senior Notes due 2014 (the "2014Securities") and 6.125% Senior Notes due 2034 (the "2034Securities" and, together with the 2009 Securities and the 2014Securities, collectively, the "Securities");

        WHEREAS, Section 9.01of the Indenture provides that the Issuers and the Trustee may amend theIndenture without notice or consent of any Holder (as defined in the Indenture);

        WHEREAS, the Issuersdesire to amend certain provisions of the Indenture, as set forth in Article Ihereof;

        WHEREAS, Original JonesUSA intends to merge with and into Kasper, with Kasper being the survivingcorporation and renaming itself "Jones Apparel Group USA, Inc."(collectively, the "Reorganization");

        WHEREAS, Kasperdesires to execute and deliver this First Supplemental Indenture in accordancewith and pursuant to the terms of Section 5.01 of the Indenture; and

        WHEREAS, all thingsnecessary to make this First Supplemental Indenture a valid agreement, inaccordance with the terms of the Indenture, have been done.

        NOW, THEREFORE, inconsideration of the foregoing and for other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged, the Issuers, theTrustee and Kasper agree as follows:

**ARTICLE I.**

**AMENDMENTS TO INDENTURE**

        SECTION 1.01 *Amendments.*Effective upon the consummation of the Reorganization, pursuant to Article 5 ofthe Indenture, Kasper shall assume all obligations of Original Jones USA underthe Indenture and (together with the Issuers other than Original Jones USA) bean obligor and an Issuer under the Indenture and any and all Securities thatremain outstanding under the Indenture.

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**ARTICLE II.**

**MISCELLANEOUS**

        SECTION 2.01 *InstrumentsTo Be Read Together*. This First Supplemental Indenture is an indenturesupplemental to and in implementation of the Indenture, and said Indenture andthis First Supplemental Indenture shall henceforth be read together.

        SECTION 2.02 *Confirmation.*The Indenture as amended and supplemented by this First Supplemental Indentureis in all respects confirmed and preserved.

        SECTION 2.03 *Definitions*.Capitalized terms used in this First Supplemental Indenture and not otherwisedefined herein shall have the respective meanings set forth in the Indenture.Any defined terms present in the Indenture, but no longer used as a result ofthe amendments made by this First Supplemental Indenture shall be eliminated.

        SECTION 2.04 *Headings*.The headings of the Articles and Sections of this Indenture have been insertedfor convenience of reference only, are not intended to be considered a parthereof and shall not modify or restrict any of the terms or provisions hereof.

        SECTION 2.05 *GoverningLaw*. The laws of the State of New York shall govern this First SupplementalIndenture.

        SECTION 2.06 *MultipleOriginals*. The parties may sign any number of copies of this FirstSupplemental Indenture. Each signed copy shall be an original, but all of themtogether represent the same agreement. One signed copy of the First SupplementalIndenture is enough to prove this First Supplemental Indenture.

        SECTION 2.07 *Effectiveness;Termination*. The provisions of this First Supplemental Indenture will takeeffect immediately upon its execution and delivery by the Trustee in accordancewith the provisions of Section 9.06 of the Indenture; *provided* that theamendments to the Indenture set forth in Section 1.01 of this First SupplementalIndenture shall become operative upon consummation of the Reorganization.

        SECTION 2.08 *Acceptanceby Trustee*. The Trustee accepts the amendments to the Indenture effected bythis First Supplemental Indenture and agrees to execute the trusts created bythe Indenture as hereby amended, but only upon the terms and conditions setforth in the Indenture.

        SECTION 2.09 *Responsibilityof Trustee*. The recitals contained herein shall be taken as the statementsof the Issuers, and the Trustee assumes no responsibility for their correctness.The Trustee makes no representations as to the validity or sufficiency of thisFirst Supplemental Indenture.

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        IN WITNESS WHEREOF,the parties hereto have caused this First Supplemental Indenture to be dulyexecuted, all as of the date first written above.

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JONES APPAREL GROUP, INC.              By: /s/  Efthimios P. Sotos              Name: Efthimios P. Sotos              Title: Chief Financial Officer

JONES APPAREL GROUP HOLDINGS, INC.              By: /s/  Efthimios P. Sotos              Name: Efthimios P. Sotos              Title: Treasurer

JONES APPAREL GROUP USA, INC.              By: /s/  Efthimios P. Sotos              Name: Efthimios P. Sotos              Title: Chief Financial Officer and Treasurer

NINE WEST FOOTWEAR CORPORATION              By: /s/  Efthimios P. Sotos              Name: Efthimios P. Sotos              Title: Treasurer

JONES RETAIL CORPORATION              By: /s/  Efthimios P. Sotos              Name: Efthimios P. Sotos              Title: Vice President and Treasurer

KASPER, LTD.              By: /s/  Efthimios P. Sotos              Name: Efthimios P. Sotos              Title: Vice President

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