exv4w4






EXHIBIT 4.4


JONES APPAREL 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 [      ], [      ]



% Senior Notes Due



 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	Page	 
	ARTICLE 1
	 	 	 	 
	 
	 	 	 	 	 	 
	DEFINITIONS AND INCORPORATION BY REFERENCE
	 	 	 	 
	 
	 	 	 	 	 	 
	Section 1.01.

	 	Definitions
	 	 	1	 
	Section 1.02.

	 	Other Definitions
	 	 	9	 
	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
	 	 	10	 
	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
	 	 	11	 
	Section 2.06.

	 	Paying Agent to Hold Money in Trust
	 	 	11	 
	Section 2.07.

	 	Securityholder Lists
	 	 	11	 
	Section 2.08.

	 	Transfer and Exchange
	 	 	12	 
	Section 2.09.

	 	Replacement Securities
	 	 	12	 
	Section 2.10.

	 	Outstanding Securities
	 	 	13	 
	Section 2.11.

	 	Temporary Securities
	 	 	13	 
	Section 2.12.

	 	Cancellation
	 	 	13	 
	Section 2.13.

	 	Defaulted Interest
	 	 	13	 
	Section 2.14.

	 	CUSIP Numbers
	 	 	14	 
	Section 2.15.

	 	Issuance of Additional Securities
	 	 	14	 
	 
	 	 	 	 	 	 
	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
	 	 	15	 
	Section 3.04.

	 	Effect of Notice of Redemption
	 	 	15	 
	Section 3.05.

	 	Deposit of Redemption Price
	 	 	16	 
	Section 3.06.

	 	Securities Redeemed in Part
	 	 	16	 
	 
	 	 	 	 	 	 
	ARTICLE 4
	 	 	 	 
	 
	 	 	 	 	 	 
	COVENANTS
	 	 	 	 
	 
	 	 	 	 	 	 
	Section 4.01.

	 	Payment of Securities
	 	 	16	 






-i-









 






	 	 	 	 	 	 	 
	 	 	 	Page	 
	Section 4.02.

	 	Annual and Quarterly Reports
	 	 	16	 
	Section 4.03.

	 	Corporate Existence
	 	 	16	 
	Section 4.04.

	 	Restrictions on Liens
	 	 	16	 
	Section 4.05.

	 	Restrictions on Sale and Leaseback Transactions
	 	 	19	 
	Section 4.06.

	 	Exempted Debt
	 	 	20	 
	Section 4.07.

	 	Change of Control
	 	 	20	 
	Section 4.08.

	 	Waiver of Certain Covenants
	 	 	22	 
	Section 4.09.

	 	Compliance Certificate
	 	 	22	 
	Section 4.10.

	 	Further Instruments and Acts
	 	 	22	 
	 
	 	 	 	 	 	 
	ARTICLE 5
	 	 	 	 
	 
	 	 	 	 	 	 
	SUCCESSOR COMPANIES
	 	 	 	 
	 
	 	 	 	 	 	 
	Section 5.01.

	 	Merger and Consolidation
	 	 	22	 
	 
	 	 	 	 	 	 
	ARTICLE 6
	 	 	 	 
	 
	 	 	 	 	 	 
	DEFAULTS AND REMEDIES
	 	 	 	 
	 
	 	 	 	 	 	 
	Section 6.01.

	 	Events of Default
	 	 	23	 
	Section 6.02.

	 	Acceleration
	 	 	25	 
	Section 6.03.

	 	Other Remedies
	 	 	25	 
	Section 6.04.

	 	Waiver of Past Defaults
	 	 	25	 
	Section 6.05.

	 	Control by Majority
	 	 	25	 
	Section 6.06.

	 	Limitation on Suits
	 	 	26	 
	Section 6.07.

	 	Rights of Holders to Receive Payment
	 	 	26	 
	Section 6.08.

	 	Collection Suit by Trustee
	 	 	26	 
	Section 6.09.

	 	Trustee May File Proofs of Claim
	 	 	26	 
	Section 6.10.

	 	Priorities
	 	 	27	 
	Section 6.11.

	 	Undertaking for Costs
	 	 	27	 
	Section 6.12.

	 	Waiver of Stay or Extension Laws
	 	 	27	 
	 
	 	 	 	 	 	 
	ARTICLE 7
	 	 	 	 
	 
	 	 	 	 	 	 
	TRUSTEE
	 	 	 	 
	 
	 	 	 	 	 	 
	Section 7.01.

	 	Duties of Trustee
	 	 	27	 
	Section 7.02.

	 	Rights of Trustee
	 	 	28	 
	Section 7.03.

	 	Individual Rights of Trustee
	 	 	29	 
	Section 7.04.

	 	Trustee’s Disclaimer
	 	 	29	 
	Section 7.05.

	 	Notice of Defaults
	 	 	29	 
	Section 7.06.

	 	Reports by Trustee to Holder
	 	 	29	 
	Section 7.07.

	 	Compensation and Indemnity
	 	 	30	 
	Section 7.08.

	 	Replacement of Trustee
	 	 	30	 
	Section 7.09.

	 	Successor Trustee by Merger
	 	 	31	 
	Section 7.10.

	 	Eligibility, Disqualification
	 	 	31	 
	Section 7.11.

	 	Preferential Collection of Claims Against Issuers
	 	 	31	 






-ii-









 






	 	 	 	 	 	 	 
	 	 	 	Page	 
	ARTICLE 8
	 	 	 	 
	 
	 	 	 	 	 	 
	DISCHARGE OF INDENTURE; DEFEASANCE
	 	 	 	 
	 
	 	 	 	 	 	 
	Section 8.01.

	 	Disclaimer of Liability on Securities; Defeasance
	 	 	32	 
	Section 8.02.

	 	Conditions to Defeasance
	 	 	32	 
	Section 8.03.

	 	Application of Trust Money
	 	 	34	 
	Section 8.04.

	 	Repayment to Issuers
	 	 	34	 
	Section 8.05.

	 	Indemnity for Government Obligations
	 	 	34	 
	Section 8.06.

	 	Reinstatement
	 	 	34	 
	 
	 	 	 	 	 	 
	ARTICLE 9
	 	 	 	 
	 
	 	 	 	 	 	 
	AMENDMENTS
	 	 	 	 
	 
	 	 	 	 	 	 
	Section 9.01.

	 	Without Consent of Holders
	 	 	35	 
	Section 9.02.

	 	With Consent of Holders
	 	 	36	 
	Section 9.03.

	 	Compliance with Trust Indenture Act
	 	 	36	 
	Section 9.04.

	 	Revocation and Effect of Consents and Waivers
	 	 	36	 
	Section 9.05.

	 	Notation on or Exchange of Securities
	 	 	37	 
	Section 9.06.

	 	Trustee to Sign Amendments
	 	 	37	 
	Section 9.07.

	 	Payment for Consent	 	 	37	 
	 
	 	 	 	 	 	 
	ARTICLE 10
	 	 	 	 
	 
	 	 	 	 	 	 
	MISCELLANEOUS
	 	 	 	 
	 
	 	 	 	 	 	 
	Section 10.01.

	 	Trust Indenture Act Controls
	 	 	37	 
	Section 10.02.

	 	Notices
	 	 	37	 
	Section 10.03.

	 	Communication by Holders with Other Holders
	 	 	38	 
	Section 10.04.

	 	Certificate and Opinion as to Conditions Precedent
	 	 	38	 
	Section 10.05.

	 	Statements Required in Certificate or Opinion
	 	 	38	 
	Section 10.06.

	 	When Securities Disregarded
	 	 	39	 
	Section 10.07.

	 	Rules by Trustee, Paying Agent and Registrar
	 	 	39	 
	Section 10.08.

	 	Legal Holiday
	 	 	39	 
	Section 10.09.

	 	Governing Law
	 	 	39	 
	Section 10.10.

	 	No Recourse Against Others
	 	 	39	 
	Section 10.11.

	 	Successors
	 	 	39	 
	Section 10.12.

	 	Multiple Originals
	 	 	39	 
	Section 10.13.

	 	Table of Contents: Headings
	 	 	39	 
	Section 10.14.

	 	Severability
	 	 	39	 
	 
	 	 	 	 	 	 
	APPENDIX

	 	PROVISIONS RELATING TO SECURITIES	 	 	 	 
	 
	 	 	 	 	 	 
	EXHIBIT A

	 	FORM OF SECURITY	 	 	 	 






-iii-









 





     INDENTURE
dated as of [     ], [      ], by and among JONES APPAREL 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, a national banking 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 [ ]% Senior Notes due
       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 Jones Apparel 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 Jones Apparel 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 Jones
Apparel Group, Inc. (measured by voting power rather than the number of shares), other than
(1) any such transaction where the voting stock of Jones Apparel 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 Jones Apparel 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 Jones
Apparel 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
Jones Apparel 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.



-2-









 





     “Closing Date” means the date of this Indenture.



     “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 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.



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



     “Continuing Directors” means, as of any date of determination, any member of the Board of
Directors of Jones Apparel 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, extended, renewed, restated, supplemented, modified, replaced, refinanced or otherwise
restructured (in



-3-









 




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), 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 “Accounting Standards Codification” of the Financial Accounting Standards Board, (b)
such other statements by such other entity as approved by a significant segment of the accounting
profession and (c) 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 13 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
Registrar’s 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



-4-









 




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 not such Person’s 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 Inc., 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 Moody’s (or its equivalent under any
successor rating category of Moody’s) 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).



     “Moody’s” means Moody’s Investors Service, Inc., a subsidiary of Moody’s 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.



     “Officers’ 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.



-5-









 





     “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 [
                    ],
20[   ], relating to
the issuance of the Securities.



     “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 Moody’s and S&P; provided, that if any of Moody’s or S&P ceases
to rate the Securities or fails to make a rating of the Securities publicly available for reasons
outside the Issuers’ 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



-6-









 






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 Subsidiary’s 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.



     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 Officers’ Certificate
certifying that such designation complied with the preceding conditions.



     “Reference Treasury Dealer” means Citigroup Global Markets Inc. and J.P. Morgan Securities
Inc. and their respective successors and, at the Issuers’ 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 that would be due after
the related redemption date but for such redemption. If such redemption date is not an interest
payment date with respect to such Security, the amount of the next succeeding scheduled interest
payment on such Security will be reduced by the amount of interest accrued on such note to such
redemption date.



     “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 & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.,
and its successors.



     “SEC” means the Securities and Exchange Commission.



     “Securities”
means the Issuers’ [     ]%
Senior Notes due [           ] issued on the Closing Date and
any Additional Securities.



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



-7-









 





     “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.



     “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 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 issuer’s option.



     “Wholly Owned Restricted Subsidiary” means a Restricted Subsidiary, 100% of the outstanding
Capital Stock of which (other than Capital Stock constituting directors’ 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.



-8-









 





     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	 
	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;



-9-









 






     (c) “or” is not exclusive;




     (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 this Indenture. The
Securities and the Trustee’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 Issuers’ 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.



-10-









 





     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 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,



-11-









 




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
Registrar’s 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 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



-12-









 




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.



     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.



-13-









 





     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 Officers’ 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 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 Officers’ 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



-14-









 




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 Holder’s 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;




     (c) the name and address of the Paying Agent;




     (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;




     (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 Issuers’ request, the Trustee shall give the notice of redemption in the Issuers’ name
and at the Issuers’ 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



-15-









 




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 Issuers’ 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 Issuers’ most recent financial statements and schedules and
related notes thereto, together with management’s 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 Trustee’s receipt of such shall not constitute
constructive notice of any information contained therein or determinable from information contained
therein, including the Company’s compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officers’ 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



-16-









 




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;




     (f) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ 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;



-17-









 






     (i) pledges or deposits under workmen’s 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
banker’s 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;




     (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;



-18-









 






     (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) to (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
Issuers’ Subsidiaries and (ii) 80% of the book value (calculated in accordance with GAAP) of
the accounts receivables of the Issuers and the Issuers’ 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 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



-19-









 




such Principal Property or (4) involving Jones Apparel Group’s
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 Holder’s 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 Issuers’ 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”);




     (c) the CUSIP numbers for the Securities;




     (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;




     (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;



-20-









 






     (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 Officers’ 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.



     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.



-21-









 





     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 Officers’ 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 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



-22-









 






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 Officers’ 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);




     (c) any Issuer fails to comply with Section 5.01;




     (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
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;



-23-









 






     (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.



     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



-24-









 




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 Officers’ 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



-25-









 




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 the aggregate in 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.



-26-









 





     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;




     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 attorneys’
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 Person’s 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



-27-









 






     (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).



     (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 Officers’ 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 Officers’ 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.



-28-









 





     (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
Trustee’s 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.



     (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. Trustee’s 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 Issuers’ 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 Trustee’s 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.



-29-









 





     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 Trustee’s 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 Trustee’s agents, counsel,
accountants and experts. Each Issuer, jointly and severally, shall indemnify the Trustee against
any and all loss, liability or expense (including reasonable attorneys’ 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 party’s own
willful misconduct, gross negligence or bad faith.



     To secure the Issuers’ 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 Issuers’ 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;




     (c) a receiver or other public officer takes charge of the Trustee property; or




     (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



-30-









 




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
Registrar’s 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 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 Issuers’
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.




-31-











 





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 on demand of the Issuers
accompanied by an Officers’ 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 Issuers’ 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 Issuers’ 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



-32-









 







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 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 Officers’ 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:




     (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;



-33-









 






     (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 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




     (7) the Issuers deliver to the Trustee an Officers’ 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.



     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 Issuers’ 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.



-34-









 





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;




     (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.




-35-









 








     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;




     (c) reduce the principal of or extend the stated maturity of 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 Holder’s Securities on or after the due dates therefor or to institute suit for the
enforcement of any payment on or with respect to such Holder’s Securities;




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




     (h) make any change that adversely affects any Holder’s 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 Holder’s 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 Holder’s 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.



-36-









 





     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 Officers’ 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 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:



Jones Apparel Group, Inc.

1411 Broadway

New York, NY 10018

Attention of: Ira M. Dansky, Esq.

Facsimile No.: (212) 790-9988





-37-









 







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 Securityholder’s 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).



     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 Officers’ 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



-38-









 






     (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
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.



-39-









 





[Remainder of page intentionally left blank]




-40-









 





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



	 	 	 	 	 	 	 

	 	 	JONES APPAREL 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:	 	 
	 
	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL
ASSOCIATION, as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 



















 





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 Inc., [                    ].



     “Underwriting
Agreement” means (a) the Underwriting Agreement dated
[                    ], 20[   ], 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



App.-1









 




increased, 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 Depositary’s 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 $[ ] 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






App.-2









 







exchange shall be duly endorsed or accompanied by a written instrument of transfer in form
reasonably 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 Officers’ Certificate, a new Global Security in the
appropriate principal amount.




     (c) Transfer and Exchange of Global Securities.



     (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 Depositary’s 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.



App.-3









 





     (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
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 SUCCESSOR’S 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



App.-4









 




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 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 Registrar’s 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



App.-5









 




required by, the terms of this Indenture, and to examine the same to determine substantial compliance
as to form with the express requirements hereof.




     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 SUCCESSOR’S 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









 





[     ]% Senior Note due 20[     ]




					
	 	 	 	 	 
	No. ___
	 	 
	 	CUSIP No.






     JONES APPAREL 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 [          ], 20[     ].



     Interest Payment Dates: [               ] and [               ].



     Record Dates: [               ] and [               ].



     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.



	 	 	 	 	 
	 	JONES APPAREL 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









 





TRUSTEE’S 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]

% Senior Note due 20[     ]




     1. Interest. JONES APPAREL 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 [
   ] and [    ] 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 [ ],
20[   ]. 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 [    ] or [    ] 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 [    ], (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 [ ]% Senior Notes
due 20[ ] issued on the Closing Date and any Additional Securities. The Indenture imposes
certain limitations on the ability



Ex. A-5









 




of the Issuers and the Restricted Subsidiaries to, among other things, create or incur Liens
or enter into 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.



     “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.



     “Independent Investment Banker” means either Citigroup Global Markets Inc. or J.P. Morgan
Securities Inc., 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.



     “Reference Treasury Dealer” means Citigroup Global Markets Inc. and J.P. Morgan Securities
Inc. and their respective successors and, at the Issuers’ 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.



     “Remaining Scheduled Payments” means, with respect to any Security to be redeemed, the
remaining scheduled payments of principal of and interest on such Security that would be due after
the related redemption date but for such redemption. If such redemption date is not an interest
payment date with respect to such Security, the amount of the next succeeding scheduled interest
payment on such Security will be reduced by the amount of interest accrued on such note to such
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



Ex. A-6









 




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 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 Holder’s 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.



Ex. A-7









 





     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.



     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



Ex. A-8









 




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 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.



Ex. A-9









 





     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-10









 





ASSIGNMENT FORM



To assign this Security, fill in the form below:



I or we assign and transfer this Security to




 




(Print or type assignee’s name, address and zip code)




 




(Insert assignee’s 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-11









 





[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-12